PRODUCT DISCLOSURE STATEMENT - interest.co.nz

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PRODUCT DISCLOSURE STATEMENT - interest.co.nz
PRODUCT
DISCLOSURE
STATEMENT

FOR AN OFFER OF         Dated 7 May 2015.                                            Arranger and Joint Lead Manager:
FIXED RATE BONDS
                        This document gives you important information about
MATURING 15 JUNE 2020
BY THE WAREHOUSE        this investment to help you decide whether you want
GROUP LIMITED           to invest. There is other useful information about this
                        offer on www.business.govt.nz/companies/disclose.            Joint Lead Managers:
                        The Warehouse Group Limited has prepared this document
                        in accordance with the Financial Markets Conduct Act 2013.
                        You can also seek advice from a financial adviser to help
                        you to make an investment decision.
PRODUCT DISCLOSURE STATEMENT - interest.co.nz
PRODUCT DISCLOSURE STATEMENT - interest.co.nz
KEY
       1                   INFORMATION
                           SUMMARY
What is this?                                               Key terms of the Offer
This is an offer of unsecured, unsubordinated, fixed rate
bonds (Bonds). The Bonds are debt securities issued by      Description      Unsecured, unsubordinated, fixed rate
The Warehouse Group Limited (WHS). You give WHS                              bonds.
money, and in return WHS promises to pay you interest       Term             5 years maturing on 15 June 2020.
and repay the money at the end of the term. If WHS runs
into financial trouble, you might lose some or all of the   Offer amount     Up to $100 million with the ability to
money you invested.                                                          accept oversubscriptions to bring the
                                                                             total issue size up to $125 million at
About WHS Group                                                              WHS’ discretion.
WHS and the companies that it owns make up WHS
                                                            Structure of     The Offer consists of two parts:
Group. WHS Group is made up of WHS Retail Group and
                                                            the Offer and    • a General Offer of up to $75 million,
WHS Financial Services Group.
                                                            who can apply      open to institutional investors and
WHS Retail Group comprises WHS and its Subsidiary
                                                                               members of the public resident in
companies that are engaged primarily in the retail of
                                                                               New Zealand; and
general merchandise and apparel, stationery, appliances,
outdoor and adventure sports goods.                                          • an Exchange Offer of up to
                                                                               $25 million, open to holders of
WHS Financial Services Group comprises Subsidiary
                                                                               the Maturing Bonds resident in
companies of WHS that are involved in the provision
                                                                               New Zealand.
of financial services (referred to as Financial Services
Entities).                                                                   WHS also has the ability to accept
                                                                             oversubscriptions across the two
Only members of WHS Retail Group guarantee the Bonds.
                                                                             Offers at its discretion to bring the
None of the members of WHS Financial Services Group
                                                                             total issue size up to $125 million.
guarantee the Bonds.
                                                            Interest Rate    The Interest Rate applicable to the
Purpose of this Offer                                                        Bonds will be set on 19 May 2015 by
WHS will use the proceeds of the Offer to repay its                          WHS and the Joint Lead Managers
fixed rate bonds that mature on 15 June 2015 (Maturing                       following completion of the Bookbuild.
Bonds) and for general corporate purposes of the
                                                            Interest         Semi-annually in arrears on 15 June
Guaranteeing Group (which excludes the financial services
                                                            Payment Dates    and 15 December in each year
business). This Offer forms part of WHS’ ongoing capital
                                                                             (or if that day is not a Business Day,
management strategy.
                                                                             the next Business Day) up to
                                                                             and including the Maturity Date,
                                                                             commencing 15 December 2015.
                                                                             Early bird interest will also be paid
                                                                             on application money paid in respect
                                                                             of accepted applications within five
                                                                             Business Days of the Issue Date. More
                                                                             information on how early bird interest
                                                                             is calculated can be found in section 3
                                                                             of this PDS (Terms of the Offer).

                                                            Offer Opening    20 May 2015.
                                                            Date

                                                            Closing Date     Exchange Offer:     5 June 2015.
                                                                             General Offer:      10 June 2015.

                                                                                                                       PG 1
PRODUCT DISCLOSURE STATEMENT - interest.co.nz
KEY
       INFORMATION
       SUMMARY

       Who is responsible for paying you?                               The Guarantee from each of the Guarantors also ranks
       WHS is responsible for paying interest on the Bonds              equally with all other unsecured and unsubordinated
       and for the repayment of the Bonds. The Bonds are                obligations of the Guarantors.
       guaranteed by certain members of WHS Retail Group                More information on how the Bonds rank for repayment can
       that are both wholly owned subsidiaries of WHS and are           be found in section 6 of this PDS (Key features of Bonds).
       considered to be ‘Substantial Subsidiaries’. The Bonds
       are also guaranteed by Torpedo7 Group and Waikato                No security
       Valley Chocolates Limited which are part of WHS Retail
                                                                        The Bonds, and the Guarantors’ obligations under the
       Group but are not wholly owned by WHS. WHS and the
                                                                        Guarantee, are not secured against any asset of WHS or
       Guarantors of the Bonds are together referred to as the
                                                                        the Guarantors.
       Guaranteeing Group. Not all members of WHS Group
       guarantee the Bonds. None of the members of WHS
                                                                        Where you can find WHS Group’s financial information
       Financial Services Group guarantee the Bonds.
                                                                        The financial position and performance of WHS Group
       More information on the Guarantee and the Guarantors
                                                                        are essential to an assessment of WHS’ ability to meet its
       can be found in section 6 of this PDS (Key features
                                                                        obligations under the Bonds. You should read section 7 of
       of Bonds).
                                                                        this PDS (WHS Group’s Financial information).

       How you can get your money out early
                                                                        Key risks affecting this investment
       Neither you nor WHS is able to redeem the Bonds before
                                                                        Investments in debt securities have risks. A key risk is that
       the Maturity Date, other than if there is a Change of
                                                                        WHS does not meet its commitments to repay you or pay
       Control of WHS. In the event of a Change of Control, WHS
                                                                        you interest (credit risk). Section 8 of this PDS (Risks of
       may elect to redeem all of your Bonds or you may elect
                                                                        investing) discusses the main factors that give rise to the
       to require WHS to redeem your Bonds. More information
                                                                        risk. You should consider if the credit risk of these debt
       on the Change of Control can be found in section 3 of this
                                                                        securities is suitable for you.
       PDS (Terms of the Offer). WHS may be required to repay
       the Bonds early if an Event of Default occurs. See section       The Interest Rate for these Bonds should also reflect
       6 of this PDS (Key features of Bonds) for more information.      the degree of credit risk. In general, higher returns are
                                                                        demanded by investors from businesses with higher risk
       WHS intends to quote these Bonds on the NZX Debt
                                                                        of defaulting on their commitments. You need to decide
       Market. This means you may be able to sell them on the
                                                                        whether the Offer is fair. WHS considers that the most
       NZX Debt Market before the end of their term if there are
                                                                        significant risk factors are:
       interested buyers. If you sell your Bonds, the price you
       get will vary depending on factors such as the financial         • Competitive position: WHS Group’s competitive
       condition of WHS and WHS Group and movements in the                position may deteriorate as a result of factors including
       market interest rates. You may receive less than the full          actions by existing competitors, the entry of new
       amount that you paid for them.                                     competitors or a failure by WHS Group to continue to
                                                                          position itself successfully as the retail environment and
       How Bonds rank for repayment                                       technology change. Whilst WHS Group closely monitors
       The Bonds will rank equally with WHS’ other unsecured              its competitive position, it is difficult to anticipate actions
       and unsubordinated obligations. This means in a liquidation        by competitors and consequently assess the likelihood
       of WHS, your rights and claims as a Bondholder:                    that its competitive position will deteriorate. Any
                                                                          deterioration in WHS Group’s competitive position on
       • will rank after all secured creditors (if any) and creditors     a sustained basis may result in a decline in revenue and
         preferred by law (e.g. employees up to a cap of $20,340          margins and a loss of market share. Within WHS Group,
         each and Inland Revenue in respect of unpaid tax);               a change in The Warehouse’s competitive position would
                                                                          have the greatest impact. A successful execution of WHS
       • will rank equally with other Bondholders and equally
                                                                          Group’s strategy to diversify its business by growing its
         with the rights and claims of holders of equal ranking
                                                                          non-Warehouse retail divisions would reduce the impact
         obligations (including the lenders of bank debt and all
                                                                          of changes in The Warehouse’s competitive position to
         other unsecured, including trade, creditors); and
                                                                          the wider WHS Group.
       • will rank ahead of holders of subordinated debt (if any)
                                                                        • Customer preferences: WHS Group may fail to gauge
         and Shares in WHS.
                                                                          and satisfy customer preferences or adapt or expand
                                                                          its product offering, stores, channels or technologies to
                                                                          the changing demands of its customer base on a timely

PG 2
PRODUCT DISCLOSURE STATEMENT - interest.co.nz
KEY
INFORMATION
SUMMARY

  basis or at all, which may adversely affect WHS Group’s
  market share or revenues. WHS Group closely monitors
  customer preferences and market trends, however it is
  inherently difficult to assess the likelihood that they
  will change. Similarly, it is inherently difficult to assess
  the likelihood of events occurring outside its control.
  If WHS Group misjudges those preferences or fails to
  convert those market trends into appealing product
  offerings on a timely basis, or is negatively impacted
  by such events outside its control, this may result in
  lower revenue and margins.

• Suppliers: WHS Group’s suppliers may cease providing
  merchandise, change pricing levels, experience
  operational or transportation difficulties or incur
  increased production or transportation costs which they
  may seek to pass on to WHS Group. If this occurs in
  relation to one or more major suppliers and WHS Group
  is unable to make acceptable alternative arrangements,
  WHS Group may suffer inventory shortages, a reduction
  in revenue and a loss of market share which may
  adversely affect its future financial performance. WHS
  Group has a large number of suppliers and so considers
  the likelihood of this risk occurring as relatively low.
  WHS Group sources products from foreign suppliers.
  The Warehouse Limited has the greatest exposure to
  foreign suppliers with around 86% of products sourced
  from overseas, of which the majority are sourced from
  a large number of suppliers in China. A diversity of
  suppliers mitigates some of the key supplier risks, but
  WHS Group is still exposed to country specific risks
  where those suppliers operate. WHS Group is also
  exposed to numerous additional risks (and potential
  costs) to get those products to New Zealand. Whilst
  WHS Group considers the likelihood of any of these
  risks occurring, in isolation or in combination, as low,
  if they did it could have a material adverse impact
  on WHS Group’s future financial performance and
  financial position.
This summary does not cover all of the risks of investing
in the Bonds. You should also read section 8 of this PDS
(Risks of investing). Further information about the risks
of investing in the Bonds can also be found on the online
offer register maintained by the Companies Office known
as ‘Disclose’ (the Disclose register).

No credit rating
WHS’ creditworthiness has not been assessed by an
approved rating agency. This means that WHS has not
received an independent opinion of its capability and
willingness to repay its debts from an approved source.

                                                                 PG 3
PRODUCT DISCLOSURE STATEMENT - interest.co.nz
TABLE OF
CONTENTS
Section                                    Page

  1. Key information summary                  1

 2. Key dates and Offer process              6

 3. Terms of the Offer                        7

 4. WHS Group and what it does               10

 5. Purpose of the Offer                     15

 6. Key features of Bonds                    15

  7. WHS Group’s financial information       18

 8. Risks of investing                       22

 9. Tax                                     24

10. Who is involved?                         25

 11. How to complain                        26

 12. Where you can find more information    26

 13. How to apply                            27

14. Contact information                      27

 15. Glossary                                28
LETTER
FROM THE
CHAIR
Dear Investor

On behalf of the directors of The Warehouse        Looking forward our focus is on consolidation,
Group Limited, it is our pleasure to provide       realising the benefits of scale and building on
you with the opportunity to invest in a new        our group competencies. As part of our five
issue of Bonds. We are delighted to be             year strategy we are also looking to become
offering another such opportunity to the           a leading New Zealand retail financial services
New Zealand investing public five years on         company. The financial services business is
from our inaugural bond offer in 2010. The         operated by a separate group of companies
purpose of this Offer is to fund the repayment     that do not guarantee the Bonds.
of those bonds and for general corporate
purposes of the Guaranteeing Group (which          This Offer of Bonds is an opportunity for you
excludes the financial services business). Those   to invest in WHS Group through a bond that
bondholders that are resident in New Zealand       provides semi-annual payments at a fixed
will have the opportunity to apply some or all     interest rate. The Interest Rate for the Bonds
of their redemption proceeds to subscribe for      will be announced via nzx.com on 19 May 2015
the Bonds under an Exchange Offer. There is        in advance of the Offer opening.
also a General Offer open to the New Zealand       To ensure that an investment in the Bonds
public and institutional investors.                meets your needs, you should carefully read
In 1982, Sir Stephen Tindall founded The           this Product Disclosure Statement. If you
Warehouse with a vision of revolutionising         have any questions or if you are interested in
retail in New Zealand. The famous ‘Red Sheds’      investing in the Bonds, please contact your
have since become iconic institutions and the      usual authorised financial adviser.
introduction of Warehouse Stationery stores        We look forward to your participation in
further changed the landscape for                  this Offer, and your continued support as
Kiwi shoppers.                                     customers in our stores.
Three years ago, The Warehouse Group set           Yours faithfully
about to reshape the group, with a clear
growth strategy leading to the acquisition of
Noel Leeming, a majority interest in Torpedo7
and other businesses in the New Zealand
retail sector. Today we now have a diverse
                                                   Ted van Arkel
multichannel business which includes 92 The
                                                   CHAIRMAN
Warehouse stores, 79 Noel Leeming stores,
                                                   The Warehouse Group Limited
65 Warehouse Stationery stores, 13 Torpedo7
stores and several online businesses which
have grown our revenue base and diversified
our financial performance.

                                                                                                     PG 5
KEY DATES
            2                     & OFFER
                                  PROCESS
       Interest Rate set                                                19 May 2015

       Opening Date                                                     20 May 2015
       Closing Dates:
          – for the Exchange Offer                                      5 June 2015
          – for the General Offer                                       10 June 2015
       Issue date                                                       15 June 2015
       Expected date of initial quotation and trading                   16 June 2015
       of the Bonds on the NZX Debt Market
       Early bird interest paid                                         By 22 June 2015
       First Interest Payment Date                                      15 December 2015
       Interest Payment Dates                                           15 June and 15 December in each year up to and
                                                                        including the Maturity Date
       Maturity Date                                                    15 June 2020

       WHS reserves the right to vary the timetable (other than         There may be scaling in the Exchange Offer. WHS may
       the Interest Payment Dates and Maturity Date), including         consider how early your application is received, among
       by extending the Closing Dates or withdrawing the Offer          other factors, when determining any scaling so you are
       at any time before the Bonds are issued.                         encouraged to send in your application early.

       Structure of the Offer                                           What are the options available if you are a holder of
       The Offer consists of:                                           Maturing Bonds
                                                                        If you are a holder of Maturing Bonds and are resident in
       • General Offer, open to institutional investors and
                                                                        New Zealand you have the option to:
         members of the public resident in New Zealand; and
                                                                        • elect to instruct WHS to apply some or all of the
       • Exchange Offer, open to holders of Maturing Bonds
                                                                          redemption proceeds from your Maturing Bonds to
         resident in New Zealand.
                                                                          subscribe for the Bonds under the Exchange Offer and
                                                                          have the remaining (if any) redemption proceeds from
       Who may apply under the General Offer                              your Maturing Bonds paid to you on 15 June 2015; or
       All of the Bonds in the General Offer may be reserved
                                                                        • take no action (in which case the redemption proceeds
       for subscription by clients of the Joint Lead Managers,
                                                                          from all of your Maturing Bonds will be paid to you on
       institutional investors, Primary Market Participants and
                                                                          15 June 2015).
       other parties invited to participate in the Bookbuild
       (Firm Allocations). The aggregate number of Bonds so             WHS will pay to you the final scheduled interest payment
       reserved will be determined by the Joint Lead Managers,          on each Maturing Bond on the due date of 15 June 2015,
       in consultation with WHS, on or before the Opening Date.         whether or not you participate in the Exchange Offer.
       The Joint Lead Managers, in consultation with WHS, will also     If you elect to instruct WHS to apply some, but not all, of
       determine the aggregate number of Bonds not reserved             the redemption proceeds to subscribe for Bonds, WHS will
       for Firm Allocations and which are therefore available for       pay you the balance of the redemption proceeds on the
       a public pool, if any, on or before the Opening Date.            due date of 15 June 2015.
       If you wish to invest in the Bonds you should contact your       You will not need to make a physical payment to subscribe
       usual authorised financial adviser or other Primary Market       for Bonds under the Exchange Offer. The Issue Price for
       Participant on how to participate in the General Offer           each Bond issued to you under the Exchange Offer will be
       because there is no certainty that there will be a public pool   satisfied by you agreeing for WHS to apply the relevant
       for the Bonds. You can find a Primary Market Participant         redemption proceeds from your Maturing Bonds to the
       by visiting www.nzx.com/investing/find_a_participant.            subscription for Bonds on a one-for-one basis.
                                                                        If you apply for Bonds under the Exchange Offer you will
       Who may participate in the Exchange Offer                        not be able to sell or to otherwise transfer the Maturing
       The Exchange Offer is open to members of the public              Bonds which you have elected to exchange under the
       resident in New Zealand who hold Maturing Bonds on               Exchange Offer.
       the date they apply under the Exchange Offer. Holders            In addition, you may also participate in the General Offer
       of Maturing Bonds will not be able to sell or otherwise          by contacting your usual authorised financial adviser,
       transfer their Maturing Bonds once they submit a                 including if you wish to apply for Bonds in excess of the
       completed Exchange Offer Application Form.                       number you can receive under the Exchange Offer.

PG 6
TERMS
       3                    OF THE
                            OFFER
Issuer           The Warehouse Group Limited.                 Interest      Semi-annually in arrears on 15 June and
                                                              Payment Dates 15 December in each year
Description of   Unsecured, unsubordinated,                                 (or if that day is not a Business Day,
Bonds            fixed rate bonds.                                          the next Business Day) up to
                                                                            and including the Maturity Date,
Term             5 years.
                                                                            commencing 15 December 2015.
Maturity Date    15 June 2020.
                                                              Early bird      You will receive interest calculated on
Offer amount     Up to $100 million, comprising:              interest        a daily basis at the Interest Rate on
                                                                              application money paid in respect of
                 • up to $75 million from the
                                                                              accepted applications from the date
                   General Offer; and
                                                                              that application money is received into
                 • up to $25 million from the                                 the bank account for the Offer to
                   Exchange Offer,                                            (but excluding) the Issue Date.
                 with the ability to accept                                   Early bird interest will be paid (less
                 oversubscriptions across the two Offers                      any withholding tax required to be
                 at WHS’ discretion to bring the total                        deducted) to you within five Business
                 issue size up to $125 million.                               Days of the Issue Date.

Issue Price      $1.00.                                       Early           Neither you nor WHS are able to
                 For Bonds issued under the Exchange          redemption      redeem your Bonds before the Maturity
                 Offer, the Issue Price will be satisfied                     Date, other than upon a Change of
                 by WHS applying the redemption                               Control of WHS.
                 proceeds of the Maturing Bonds in
                 payment of the Issue Price on a one-         Change of       In the event of a Change of Control:
                 for-one basis. See section 2 of this PDS     Control         a) WHS may elect to redeem all of the
                 (Key dates and Offer process).                                  Bonds at the Principal Amount plus
                                                                                 the Change of Control Call Premium
Ranking of       The Bonds will rank equally with WHS’                           and any accrued but unpaid interest;
Bonds            other unsecured and unsubordinated                              and
                 obligations. The Guarantee from
                                                                              b) a Bondholder may elect to require
                 each of the Guarantors also ranks
                                                                                 the redemption of all the Bonds held
                 equally with all other unsecured
                                                                                 by the Bondholder at the Principal
                 and unsubordinated obligations of
                                                                                 Amount plus any accrued but unpaid
                 the Guarantors.
                                                                                 interest.
                 More information on the ranking of the
                                                                              WHS also has the right to redeem all
                 Bonds can be found in section 6 of this
                                                                              remaining Bonds at a price equal to
                 PDS (Key features of Bonds).
                                                                              the Principal Amount plus any accrued
Guarantee        The Bonds are guaranteed by all the                          but unpaid interest if less than 25% of
                 wholly owned Substantial Subsidiaries                        the Bonds remain outstanding after
                 of WHS (other than any Financial                             Bondholders have exercised their right
                 Services Entity), as well as the partially                   to redeem their Bonds following a
                 owned Torpedo7 Group and Waikato                             Change of Control. For the avoidance
                 Valley Chocolates Limited.                                   of doubt, in that situation no Change of
                                                                              Control Call Premium will be payable.
                 More information on the Guarantee
                 and Guarantors can be found in section
                 6 of this PDS (Key features of Bonds).

Interest Rate    The Interest Rate applicable to the
                 Bonds will be set on 19 May 2015 by
                 WHS and the Joint Lead Managers
                 following completion of the Bookbuild.

                                                                                                  table continues over...

                                                                                                                            PG 7
TERMS
       OF THE
       OFFER

       Change of      The Change of Control Call Premium         Quotation      Application has been made to NZX
       Control Call   will vary according to the date that the                  for permission to quote the Bonds
       Premium        Bonds are redeemed by WHS and will                        on the NZX Debt Market and all the
                      apply in accordance with the following                    requirements of NZX relating thereto
                      schedule:                                                 that can be complied with on or before
                      Date Bonds called             Premium                     the date of this PDS have been duly
                                                                                complied with. However, the Bonds have
                      More than 3 years from the
                                                                                not yet been approved for quotation and
                      Maturity Date                    $0.03
                                                                                NZX accepts no responsibility for any
                      More than 2 but no more than                              statement in this PDS.
                      3 years from the Maturity Date   $0.02
                                                                                NZX is a licensed market operator,
                      More than 1 but no more than                              and the NZX Debt Market is a licensed
                      2 years from the Maturity Date   $0.01                    market, under the FMC Act.
                      No more than 1 year prior                                 NZX Debt Market ticker code WHS020
                      to the Maturity Date             $0.00                    has been reserved for the Bonds.

                      The table below sets out how the           Offer period   See section 2 of this PDS (Key dates
                      Change of Control Premium would                           and Offer process).
                      apply (assuming a holding of 10,000
                      Bonds):                                    How to apply   See section 13 of this PDS (How to apply).
                                                     Amount      Minimum        $5,000 and multiples of $1,000
                      Date Bonds called             Received     application    thereafter. This minimum application
                      Prior to (and including)                   amount         amount applies to any application
                      15 June 2017                   $10,300                    under the Exchange Offer. However, if
                      From 16 June 2017 to (and                                 a holder of Maturing Bonds applies to
                      including) 15 June 2018        $10,200                    exchange all of their Maturing Bonds,
                                                                                the $1,000 multiple will not apply.
                      From 16 June 2018 to (and
                      including) 15 June 2019        $10,100     Scaling        WHS may scale applications at its
                      After 15 June 2019             $10,000                    discretion, but will not scale any
                      For example, if the Bonds were to be                      application to below $5,000 (unless
                      called on 30 September 2017, a holder                     to $0). WHS may consider how early
                      of 10,000 Bonds would receive $10,200                     applications are received, among other
                      from WHS, being the Principal Amount                      factors, when determining any scaling
                      of $10,000 plus the applicable Change                     in the Exchange Offer.
                      of Control Call Premium of $200, plus      No fees or     You are not required to pay brokerage
                      any accrued but unpaid interest.           charges        or any other fees or charges to WHS
       Restrictions   See section 6 of this PDS (Key features                   relating to the Bonds.
       on WHS         of Bonds).                                 Refunds        General Offer: If WHS does not accept
       Events of      All amounts owing on the Bonds may                        your application or accepts your
       Default        become payable by WHS if an Event of                      application in part, all or the relevant
                      Default occurs which is continuing.                       balance of your application moneys
                                                                                received from you in the case of the
                      The Events of Default are set out in                      General Offer will be paid to you as
                      clause 12.1 of the Trust Deed (a copy                     soon as practicable and, in any event,
                      of which is contained on the Disclose                     within five Business Days after such
                      register) and are summarised in section                   refusal or acceptance in part.
                      6 of this PDS (Key features of Bonds).
                                                                                No interest will be paid on refunds.
                                                                                Exchange Offer: If WHS does not
                                                                                accept your application or accepts your
                                                                                application in part under the Exchange
                                                                                Offer, all or the relevant balance of
                                                                                the redemption proceeds from your
                                                                                Maturing Bonds will be paid to you on
                                                                                15 June 2015 in accordance with the
                                                                                conditions of the Maturing Bonds.

PG 8
TERMS
OF THE
OFFER

                                                                Trust Deed and Guarantee
Transfer       WHS may decline to accept or register
restrictions   a transfer of the Bonds if the transfer          The terms and conditions of the Bonds are set out in the
               would result in the transferor or the            Trust Deed. Bondholders are bound by, and are deemed to
               transferee holding or continuing to              have notice of, the Trust Deed.
               hold Bonds with a Principal Amount of            The Guarantors have also entered into a deed of guarantee
               less than $5,000 (if not zero) or if the         and indemnity in favour of the Supervisor.
               transfer is not in multiples of $1,000.          If you require further information in relation to any terms
                                                                and conditions of the Trust Deed or Guarantee you may
Selling        This PDS only constitutes an offer of
                                                                obtain a copy of the Trust Deed or Guarantee from the
restrictions   Bonds in New Zealand. No action has
                                                                Disclose register at www.business.govt.nz/companies/
               been taken by WHS which would permit a
                                                                disclose.
               public offering of Bonds or possession or
               distribution of any offering material in any
               jurisdiction where action for that purpose       Comparable pricing
               is required (other than New Zealand).            To assist you to assess the risk premium of the Bonds,
               Bonds may not be offered or sold except          you can refer to www.nzx.com/markets/NZDX/bonds.
               in compliance with all applicable laws           This website allows you to compare the yield of the
               and regulations in any jurisdiction in           financial products listed on the NZX Debt Market.
               which they are offered, sold or delivered.       When comparing the yield of two debt securities it is
               No offering document in respect of any           important to consider all relevant factors (including the
               Bonds may be published, delivered, or            credit rating (if any), maturity and the other terms of
               distributed in or from any country or            the relevant debt securities).
               jurisdiction except under circumstances
               which will result in compliance with all
               applicable laws and regulations.

No reliance    This PDS does not constitute a
               recommendation by the Supervisor, the
               Arranger, any Joint Lead Manager or the
               Organising Participant or any of their
               respective directors, officers, employees,
               agents or advisers to subscribe for, or
               purchase, any Bonds.
               The Supervisor, the Arranger, the Joint
               Lead Managers and the Organising
               Participant and their respective directors,
               officers, employees, agents or advisers to
               the extent allowable by law:
               • do not accept any responsibility or
                 liability whatsoever for any loss arising
                 from this PDS or the Disclose register
                 or their contents or otherwise arising in
                 connection with either the General Offer
                 or the Exchange Offer; and
               • have not independently verified the
                 information contained in this PDS or
                 the Disclose register and make no
                 representation or warranty, express
                 or implied, and do not accept any
                 responsibility or liability for, the origin,
                 validity, accuracy or completeness of, or
                 any errors or omissions in, any information,
                 statement or opinion contained in this
                 PDS or the Disclose register.
               You must make your own independent
               investigation and assessment of the
               financial condition and affairs of WHS
               before deciding whether or not to apply
               for Bonds.

                                                                                                                              PG 9
WHS GROUP
            4                     AND WHAT
                                  IT DOES
        WHS Group was founded over 30 years ago by Sir Stephen          The retail industry
        Tindall and has grown to become an iconic Kiwi brand.           WHS Group is the largest retail group operating in
        WHS Group operates 249 retail stores, four main                 New Zealand. It operates in the New Zealand non-food
        distribution centres as well as 12 online stores across New     retail market, which according to Statistics NZ, is estimated
        Zealand, and employs over 12,000 people. WHS is listed          to be worth around $20 billion per year. WHS Group’s share
        on the NZX Main Board under the ticker WHS with a               of this market is approximately 13%. WHS Group has a wide
        market capitalisation of nearly $1 billion as at 1 May 2015.    range of competitors across its retail divisions, reflecting
        WHS Group’s operating structure is outlined in the              the breadth of its offering. Some of its main competitors,
        diagram right. The Warehouse is the most significant            by retail division, are illustrated in the table below. Each
        Subsidiary of WHS Group, with Warehouse Stationery              division also competes with global online retailers.
        and Noel Leeming also considered significant members            WHS Financial Services Group operates in the consumer
        of WHS Group. All the significant subsidiaries are              finance industry. Its competitors include banks, as well as
        incorporated in New Zealand and are all key to generating       finance companies such as Fisher & Paykel Finance (which
        income for the Group.                                           offers the Farmers Finance Card and Q Card) and GE Money.

         The Warehouse                     • Discount department stores such as Farmers and Kmart
                                           • Large format DIY retailers such as Bunnings Warehouse and Mitre 10
                                           • Numerous specialist retailers such as Briscoes, No.1 Shoe Warehouse, Super Cheap
                                             Auto, Hallensteins and Glassons
         Warehouse Stationery              • Discount department stores such as Kmart
                                           • Business-to-Business retailers such as Office Max, Staples and Office Products Depot
                                           • Numerous specialist retailers such as Whitcoulls, Paperplus, Smiggle and general
                                             consumer electronics retailers
         Noel Leeming                      • Discount department stores such as Farmers
                                           • Numerous specialist retailers such as Dick Smith, JB Hi-Fi, Harvey Norman and
                                             Smiths City
         Torpedo7                          • Numerous specialist retailers such as Kathmandu, Macpac, Rebel Sport, Hunting and
                                             Fishing, Bivouac, Bike Barn and Avanti Plus

        WHS Group strategy                                              or on-the-go (via The Warehouse Mobile Shopping App)
        WHS Group’s vision is to ‘build a 100 year company              and have the ability to pick up in-store (click and collect)
        that delivers long term sustainable profit growth and           or have delivery to their home. As digital technology is
        helps Aotearoa New Zealand to flourish’. Currently              transforming the retail landscape, WHS Group sees its
        The Warehouse is the main contributor to the Group              digital strategy as being key to remaining competitive
        accounting for over 75% of WHS Group’s operating profit.        and maintaining its position in the market. WHS Group’s
        One of WHS Group’s strategic priorities is to grow its          websites are collectively already the most visited retail
        ‘non Red’ profit (i.e. excluding The Warehouse) to be as        websites in New Zealand each month, according to
        large as ‘Red’ profit. WHS Group seeks to achieve this by       Nielsen, and in December 2014 had more than 1.3 million
        establishing a more diversified sales and earnings profile      unique visitors. WHS Group will continue to grow this
        with acquisitions such as Noel Leeming and the Torpedo7         area of its operations and evolve its capabilities to match
        Group, and the growth of existing retail brands such as         customer expectations.
        Warehouse Stationery. To this extent, over the past three       WHS Group is now entering a period of consolidation, with
        years WHS Group has reshaped itself into a trading group        no major acquisitions planned and a focus on delivering
        offering a wide range of products and services through          on the potential of its recent acquisitions and driving
        four distinct retail divisions (The Warehouse, Warehouse        profit growth. One of its priorities is to identify and
        Stationery, Noel Leeming Group and Torpedo7 Group),             realise cost benefits from its scale and sharing of services
        each with its own brand positioning, strengths and              across the retail divisions. It is also looking to maximise
        competencies, and has recently established a financial          the cross-brand trading opportunities and build on core
        services division.                                              competencies of the Group, including its understanding
        All of the Group’s businesses are fully ‘multichannel           of the New Zealand customer, market and channels and
        enabled’ (meaning they have more than one sales channel)        its strong team of people. WHS Group is also focused
        with both physical stores and an online presence as part of     on sourcing better products at better prices, including
        its goal to be the leading multichannel and digital retailer    developing key strategic supplier relationships and using
        in New Zealand. For example, The Warehouse customers            its sourcing expertise and logistics capabilities to support
        have the ability to shop the whole range in-store, on-line      more sales at higher margins.

PG 10
WHS Group divisional overview

  GUARANTORS*

                                                                                                                  GROUP
                                                                                                                  SOURCING
                                                                                                                  SUPPORT

  The Warehouse              Warehouse                   Noel Leeming                Torpedo7.com           TV Brands                   Diners Club
  Multi-channel store        Stationery                  Lifestyle Appliances        R&R Sport              Insight Traders             Marble
  Red Alert                  Multi-channel store         Open Learning               1-day                  SchoolTex
  Baby.co.nz                                             Tech Solutions              Number One Fitness     Bargain Sourcing
  PET.co.nz                                              Maclean                     Shotgun                Third Party Sourcing
                                                         Noel Leeming                                       SRO & HK Sourcing
                                                         Commercial
                                                                                                            Big Bucket Deals
                                                         NL Clearance Centre
                                                                                                            CES
                                                         NL Multi-channel
                                                         store

* Each of WHS’ wholly owned Substantial Subsidiaries (other than any Financial Services Entity), as well as the partially owned Torpedo7 Group and Waikato
  Valley Chocolates Limited are Guarantors of the Bonds. A Subsidiary is a Substantial Subsidiary if either the Subsidiary’s EBIT exceeds 1% of the EBIT of
  WHS Retail Group or the Subsidiary’s Total Tangible Assets exceeds 1% of the Total Tangible Assets of WHS Retail Group.

   The Warehouse                                     Segmental contribution to FY14                        Segmental contribution to FY14
   Warehouse Stationery                              Group revenue1                                        Group adjusted EBITDA
   Noel Leeming Group
   Torpedo7 Group                                      $m 1,665.2                                            $m   114.4
   WHS Financial Services Group
   Other

1 WHS Financial Services Group reflects the
  5 month trading period from the acquisition
  of Diners Club (NZ) Limited in March 2014 to
                                                                           620.5
  the end of FY14. Other includes the Group’s
  property operations, corporate function and
  Waikato Valley Chocolates Limited which
  supplies product to The Warehouse and                            250.6                                                  17.9   15.6
  eliminations of inter-segmental revenue.
                                                                                   107.7
  Adjusted EBITDA is described in section                                                        4.5                                    2.1          0.7
                                                                                           2.4
  7 of this PDS (WHS Group’s Financial
  information).                                                                                                                               -1.2

                                                                                                                                                              PG 11
WHS GROUP
        AND WHAT
        IT DOES

        The Warehouse                                                    people’s lives and higher demand for personalisation and
        The Warehouse is WHS Group’s core ‘Red Sheds’                    more targeted communication. Going forward, Warehouse
        business. One of New Zealand’s most iconic retailers, The        Stationery’s focus is on continuing to deliver on the
        Warehouse offers a wide array of general merchandise             strategy of being a seamless multichannel retailer, building
        and apparel at affordable and cut-rate prices. The               on its strengths, ensuring the position in the market place
        Warehouse operates 92 stores nationwide and is well              and becoming more productive and efficient to deliver
        recognised as being New Zealand’s ‘House of Bargains             sales and profit growth.
        and Home of Essentials’.
                                                                         Noel Leeming Group
        The Red Sheds sell a range of house brands and more
        recently have introduced reputable global brands such as         The Noel Leeming Group was acquired by WHS Group in
        Sony, Samsung, Hewlett Packard and Kambrook, providing           December 2012 to support its transformation into New
        consumers with a suite of ‘better’ and ‘best’ products.          Zealand’s leading non-food retail business. Noel Leeming
        Ensuring quality of product is fundamental to the ongoing        is a leading New Zealand technology and appliance
        success of The Warehouse and to that extent, there is a          retailer, offering a comprehensive range of branded
        dedicated team of quality technicians based in Auckland          consumer electronics, home appliance and entertainment
        and Shanghai that work closely with buyers and suppliers         products. With longstanding relationships with the world’s
        to ensure the quality is right the first time. The Warehouse     top consumer electronics brands like Samsung, Panasonic,
        also has a sourcing division within the Red Sheds which          Hewlett Packard, LG and Fisher & Paykel, Noel Leeming
        provides sourcing support for the wider Group.                   focuses on first to market opportunities to validate this
                                                                         leading position. The Noel Leeming Group has 79 stores
        Over the last four years The Warehouse has been revitalising
                                                                         throughout New Zealand and an online store.
        and refreshing stores through its modernisation and refit
        programme. Including its new and refurbished stores, it has      Noel Leeming’s continued success is based on five core
        66 Red Sheds nationwide which are now fit for purpose and        pillars that support the brand positioning: Providing
        in line with the brand. The remaining refits, as required, are   customers with the Right Product, at the Right Price,
        expected to be completed by July 2016.                           delivered by Passionate People with Expert Service and
                                                                         through Leading Services such as Tech Solutions (mobile
        Key focuses of the Red Sheds going forward are operating
                                                                         technicians that provide a range of services for computers
        more effectively (including by sourcing product more
                                                                         and home entertainment) and Open Learning Centres
        efficiently, by strengthening supplier relationships and
                                                                         (to assist customers in understanding and using new
        achieving synergies from other areas of the Group),
                                                                         technology). These services differentiate Noel Leeming
        improving the customer experience (putting the customer
                                                                         from its competitors and will continue to be a focus of Noel
        first and providing great products at great prices in a
                                                                         Leeming going forward. Following the rebrand of Noel
        contemporary retail environment) and being at the forefront
                                                                         Leeming in 1H15, Noel Leeming’s strategy is to deliver on
        of multichannel delivery, to deliver a seamless customer
                                                                         this positioning to maintain a leading market position and
        offering and cement The Warehouse as New Zealand’s
                                                                         drive sales and margin growth.
        leading retailer where the desirable is affordable.
                                                                         Supplier relationships are critical to how Noel Leeming
        Warehouse Stationery                                             does business as it continues to manage a balanced mix of
                                                                         supplier brands in each category whilst at the same time
        Warehouse Stationery is WHS Group’s ‘Blue Sheds’
                                                                         identifying new and subcategories to stimulate and deliver
        business which operates in the stationery retail market.
                                                                         optimum margin growth.
        Since its inception, Warehouse Stationery has experienced
        significant growth and revolutionised the stationery retail
                                                                         Torpedo7 Group
        business. Warehouse Stationery has grown from eight
        stores in 1995 to 65 stores and a fully transactional website    Torpedo7 is a leading outdoor adventure sports
        in 2015.                                                         multichannel retailer, operating both online through a
                                                                         variety of websites in New Zealand and Australia and
        Warehouse Stationery is focused on providing its
                                                                         through 13 stores across New Zealand. WHS Group first
        customers with ‘Everything you need to Work, Study,
                                                                         acquired 51% of the online retailer Torpedo7 in April 2013
        Create, Connect’. It sells a diverse range of over 8,500
                                                                         to provide another platform to increase WHS Group’s
        products at everyday value prices, including an
                                                                         online retail presence. Consistent with WHS Group’s
        excellent selection of well-known brands such as Hewlett
                                                                         multichannel strategy, it has evolved into a full outdoor
        Packard, Apple, Canon, Brother and Samsung. This has
                                                                         adventure and sport offering with further acquisitions
        been supported by the introduction of new innovative
                                                                         throughout FY14, including the R&R Sport retail chain which
        products such as ‘fashionery’ (fashion stationery),
                                                                         provided a physical chain of retail stores, and a further 29%
        additional technology brands and ranges. It also offers a
                                                                         of Torpedo7.
        comprehensive range of print and copy services through 65
        dedicated Print & Copy centres around the country.
        The stationery market is ever changing, with some
        declining trends in traditional stationery categories,
        balanced by increased penetration of technology in

PG 12
WHS GROUP
AND WHAT
IT DOES

Torpedo7 is now a group of companies under the                    Property
Torpedo7 Group banner, with three clear vertical offerings:       WHS Group leases approximately 96% of the store
• Torpedo7, a leading outdoor and adventure sport                 properties it operates in New Zealand. Where property is
  multichannel retailer in New Zealand;                           considered strategic, WHS Group will either retain or seek
                                                                  to secure ownership. Six store properties are currently
• 1 Day, a leading daily deal site in New Zealand; and            owned outright. WHS Group uses its scale to drive
                                                                  efficiencies in its locations and properties across all its
• No1 Fitness, a fitness equipment and multichannel
                                                                  retail brands, for example, by co-locating several brands
  retailer and Shotgun Supplements an online
                                                                  alongside each other under one lease, or moving brands
  supplements store.
                                                                  into available excess capacity.
The Torpedo7 Group continues to develop its offering
                                                                  WHS Group has developed new stores in the past and
to customers, with both new products and new stores.
                                                                  will continue to take a long-term view by acquiring and
It is focused on driving higher sales, improving margins
                                                                  holding land suitable for retail development if and when
(through product mix, better sourcing and reducing
                                                                  appropriate opportunities arise. It currently holds land
inefficiencies across the Torpedo7 Group) and continuing
                                                                  for possible future development in Auckland, Kaitaia,
to grow awareness of the brand following the rebrand of
                                                                  Rangiora and Rolleston.
its physical store network to Torpedo7 in 1H15.
                                                                  WHS Group sold a store and leased it back in Whangarei
WHS Financial Services Group                                      in the first half of FY15, and in FY14, sold a store in
                                                                  Christchurch and two smaller properties. In FY13 the
WHS Financial Services Group is a separate group of
                                                                  Group sold a number of properties on sale and lease back
companies which does not guarantee the Bonds. Through
                                                                  terms including three stores (located in Queenstown,
Diners Club (NZ) Limited, which was acquired by WHS
                                                                  Snells Beach and Palmerston North), the Group’s
Group in March 2014 as part of the strategy for retail
                                                                  distribution centre located in Wiri (Auckland) and a Retail
financial services, it offers a variety of consumer and
                                                                  Centre in Silverdale.
corporate credit and charge card solutions under the
Diners Club brand. It also offers in-store consumer finance
                                                                  People
products in The Warehouse under the Marble brand.
                                                                  WHS Group recognises that its people and culture are one
WHS has a five year strategy to become a leading New
                                                                  of its core competencies. It believes that by empowering
Zealand retail financial services company with a finance
                                                                  team members to be the best they can be, this positively
business that is large enough to support its core retail
                                                                  impacts the shopping experience for customers. It
businesses. It will take several years to develop the range
                                                                  has significantly invested in its people in recent years,
of products to meet the needs of all businesses in the
                                                                  including developing ‘working smarter’ initiatives,
Group, which will include a scheme card, a premium
                                                                  introducing a Career Retailer Wage and partnering with
credit card, instalment products, insurance and extended
                                                                  Massey University to launch a Bachelor in Retail and
warranties. Results will depend on the speed that new
                                                                  Business Management degree. It continues to develop
products can be introduced, but within five years WHS
                                                                  management and leadership teams with programmes such
expects financial services to form a material part of WHS
                                                                  as the ‘Store Management Development Programme’ and
Group’s earnings.
                                                                  ‘Retail Leadership Programme’. All of these initiatives are
Financial services has a team of over 80 experienced              designed to increase the attractiveness of retail as a career
people, with practiced consumer finance executives                path.
recruited to lead and develop the business. There is
also a separate board in place which includes two
                                                                  Breach of covenants
independent directors (one of whom serves as the Chair)
with significant experience in financial services and other       During the financial year ended 30 July 2006, WHS Group
relevant specialist skills. It is intended that a distinct debt   sought and was given a waiver from compliance with the
funding strategy will be developed for WHS Financial              Negative Pledge covenants of its bank facilities for the
Services Group that will be kept entirely separate from           second and third quarters of the 2006 financial year. The
WHS Group’s existing debt funding arrangements,                   loss incurred on the disposal of the business assets of
including the Bonds.                                              WHS Group’s Australian business caused the Group to be
                                                                  unable to meet the Negative Pledge covenants during this
                                                                  period. WHS Group was in compliance with the Negative
Westpac Joint Venture
                                                                  Pledge covenants of its bank facilities for the first and
WHS Group also holds a 49% interest in The Warehouse              fourth quarters of the 2006 financial year.
Financial Services Limited, a joint venture with Westpac
bank and this investment currently forms part of WHS
Retail Group. The company provides a range of financial
products via WHS Group’s store network, the company’s
online channel and its call centre.

                                                                                                                                  PG 13
WHS GROUP
        AND WHAT
        IT DOES

        Senior management                                                         of the Year. In August 2009 he was bestowed the accolade of a
        MARK POWELL (Masters of Logistics, MBA)                                   knighthood in recognition of his work with New Zealand businesses
        – WHS Group Chief Executive Officer                                       and the community. He has helped ordinary Kiwis reach their
                                                                                  potential and is a true leader across the spheres of business,
        Mark has been CEO of WHS Group since 2011, and has been
                                                                                  community and the environment. Through his investment business
        involved with WHS Group since 2002 in various full-time, part-
                                                                                  K1W1, Sir Stephen has invested in over 100 New Zealand export-
        time and advisory capacities, including as Interim CEO of the
                                                                                  oriented technology companies, with a goal to help New Zealand
        Australian operations, Group General Manager Supply Chain and
                                                                                  businesses thrive on the world stage.
        Merchandise Planning, and most recently CEO of Warehouse
        Stationery. Mark’s original training and management experience            ANTONY (TONY) BALFOUR (BCom)
        was in the underground coal mining industry. He changed                   – Independent Non-Executive Director
        direction in 1986, joining Iceland plc, a UK food retailer with more      Tony has extensive global retail and e-commerce experience with
        than 600 stores. He has since held a number of management roles           a strong track record in a diverse range of industries. Most recently
        in the UK, Canada and Spain, including responsibility for Wal-Mart        he was General Manager (Markets) for Icebreaker Clothing with
        Canada’s logistics operations, supply chain and home shopping             responsibility for the company’s global business units in New
        management for Iceland plc and the logistics operations of Tesco.         Zealand, Australia, USA, Canada, Europe and Asia as well as the
        As part of WHS Group’s annual succession planning cycle in                development of the company’s rapidly growing e-commerce
        2014, Mark indicated to the Board that he did not foresee himself         and retail business units. Prior experience includes senior roles in
        continuing in the CEO role beyond February 2016. As a result of           Monster.com and Seek.com, both successful online recruitment
        subsequent discussions, WHS Group announced on 30 March 2015              sites. Tony also spent nine years at Nike in senior general
        that a formal process has been initiated to recruit a new Group           management roles in the USA, Australia and Asia Pacific regions.
        CEO. This will allow up to ten months to ensure a planned and             Since 2009 he has been a director of Silver Fern Farms Limited,
        orderly succession process.                                               New Zealand’s largest meat company. Tony also joined Les
                                                                                  Mills International (the world’s leading provider of group fitness
        MARK YEOMAN (BCA, CA) – WHS Group Chief Financial Officer
                                                                                  programming) in November 2013 as an independent director.
        Mark was appointed CFO of WHS Group effective December 2014.
        Prior to his role at WHS, Mark held several executive positions, most     JAMES OGDEN (BCA (Hons), FCA, CFinstD)
        recently as CFO for the New Zealand Post Group Limited and before         – Independent Non-Executive Director
        that, CFO at Airways and CEO at Samoa’s telecom and postal company.       James brings strong financial expertise to the Board and director
        He has also held senior roles in a wide-range of technology based         experience across a broad range of industries. He has had a
        businesses in Australia and New Zealand including Telecom, Solution6      distinguished career as an investment banker for eleven years, six
        and his own start up technology company. Mark has a diverse finance,      years as Country Manager for Macquarie Bank and five years as
        commercial, technology, financial services and leadership background,     a director of Credit Suisse First Boston. James has also worked
        covering start-ups through to large organisations.                        in the New Zealand dairy industry in chief executive and finance
                                                                                  roles for eight years. In addition to his role as a director of WHS, he
        Board of Directors                                                        is a director of Summerset Group Holdings Limited, Vista Group
        EDUARD (TED) VAN ARKEL (FNZIM)                                            International Limited and Alliance Group Limited and is a member of
        – Chairman and Independent Non-Executive Director                         the New Zealand Markets Disciplinary Tribunal. Former directorships
        Ted possesses a strong retail background and director experience          include New Zealand Post Limited, Kiwibank Limited, NZX-listed
        across a broad range of industries. He is a professional director who     Powerco Limited and Capital Properties New Zealand Limited.
        has more than 40 years’ experience in the retail and wholesale sectors    VANESSA STODDART (BCom/LLB (Hons), PGDip in Professional
        and has been Chairman or a director of a large number of public and       Ethics) – Independent Non-Executive Director
        private companies. Currently he is Chairman of Restaurant Brands          Vanessa was a lawyer by profession. She was previously Group
        (NZ) Limited and Health Benefits Limited. Ted is also a director of       General Manager of Technical Operations and People at Air New
        Abano Healthcare Group Limited, AWF Group Limited and several             Zealand Limited for almost 10 years. Prior to this Vanessa held
        other private companies. Prior to becoming a professional director he     positions at Carter Holt Harvey Packaging Australia as Chief
        was Managing Director of Progressive Enterprises Limited.                 Executive and General Manager Performance Improvement, as
        KEITH SMITH (BCom, FCA)                                                   well as change management and legal positions. She is a member
        – Deputy Chairman and Independent Non-Executive Director                  of both the Australian and New Zealand Institute of Directors, an
        Keith has been involved with The Warehouse since Sir Stephen              honorary fellow of HRINZ and a Companion of IPENZ. Vanessa is
        opened his first store in 1982, initially providing accounting, tax and   an Independent Director for The New Zealand Refining Company
        corporate advice, and was Chairman from 1995 to May 2011. He has          Limited, Alliance Group Limited and Paymark Limited. She is also a
        a long-standing record of leadership as a director and advisor to         member of the Tertiary Education Commission, the Global Women
        companies in a diverse range of industries, including the energy          Board and King’s College Board, a member of MBIE’s Audit and Risk
        sector, rural services, printing, media and exporting. He brings          Committee, Business NZ’s representative to TFESC and currently
        considerable experience and governance expertise to his role as           chairs the Otago University Business School Advisory Board.
        Deputy Chairman of the Board. He is Chairman of listed company            JOHN JOURNEE (BCom) – Non-Executive Director
        Goodman (NZ) Limited (the Manager of Goodman Property Trust)
                                                                                  John has had an extensive retail career which includes executive
        and is a director of Mighty River Power Limited, Westland Dairy Co-
                                                                                  experience across sectors that span general merchandise, fashion
        operative Limited and several other private companies. Keith is a past
                                                                                  apparel, FMCG, consumer electronics, telecommunications, and
        President of The New Zealand Institute of Chartered Accountants.
                                                                                  electricity retailing and services. Over his 30-year career he has
        SIR STEPHEN TINDALL (KNZM, Dip. Mgt, FNZIM, CFisntD, HonD,                spent 15 years with WHS, starting as a joint-venture partner in 1990
        DCom Honoris Causa) – Founder and Non-Executive Director                  and progressing through senior roles in operations, marketing,
        Sir Stephen founded The Warehouse in 1982 and grew the                    merchandise, international sourcing and business development,
        company into a billion dollar business before stepping down as            before taking a role in the UK with a telecommunications company.
        Managing Director in 2001. His vision for creating an organisation        He rejoined in 2012 when WHS Group acquired Noel Leeming,
        to provide support for worthwhile initiatives benefiting New              where John was CEO. He is also Chairman of online electricity
        Zealanders resulted in the establishment of The Tindall Foundation,       retailer Powershop, fashion retailer Max Fashions and Southern
        promoting a ‘hand up’ rather than a ‘hand out’ philosophy.                Hospitality Limited. John has previously been a non-executive
        Sir Stephen has seen many personal honours and awards come his            director of multichannel retailer EziBuy.
        way, most recently being named the 2015 Kiwibank New Zealander

PG 14
PURPOSE
       5                           OF THE
                                   OFFER
The proceeds of the Offer will be used to repay the                                 services business). The use of the money raised under
Maturing Bonds and then for general corporate purposes                              the Offer will not change depending on the total amount
of the Guaranteeing Group (which excludes the financial                             that is raised. The Offer is not underwritten.

                                   KEY
       6                           FEATURES
                                   OF BONDS
General                                                                             unsecured, unsubordinated obligations of WHS. Amounts
A number of the key features of the Bonds are described                             owing under the Guarantee constitute unsecured,
in section 3 of this PDS (Terms of the Offer). The other key                        unsubordinated obligations of each Guarantor and
features of the Bonds are described below. A copy of the                            on a liquidation of the Guarantor amounts owing to
Trust Deed and the Guarantee are included on the Disclose                           Bondholders under the Guarantee rank equally with
register at www.business.govt.nz/companies/disclose.                                all other unsecured, unsubordinated obligations of the
                                                                                    relevant Guarantor.
The information in this section is a summary of certain
terms of the Trust Deed and the Guarantee.                                          Subject to the assumptions set out at Schedule 1 on the
                                                                                    Disclose register, the ranking of the Bonds based upon
                                                                                    a liquidation of WHS is summarised as follows in the
Ranking
                                                                                    diagram. However, you should know that the diagram
The Bonds constitute unsecured, unsubordinated                                      is only a summary of indicative amounts and that in the
obligations of WHS. On a liquidation of WHS amounts                                 event of a liquidation of WHS, the actual priority amounts
owing to Bondholders rank equally with all other                                    may differ.

Diagram showing ranking of Bonds
                                                                                                                      Indicative amount of existing liabilities
                              Ranking on the                                                                                  and equity of WHS Group as at
                              liquidation                                                                              25 January 2015 (latest interim result)
                              of WHS                                  Liabilities                                      adjusted for expected issue proceeds1

HIGHER RANKING/ Liabilities that rank in                              Secured creditors and creditors                                                  $184m
EARLIER PRIORITY priority to the Bonds                                preferred by law (including employees
                                       2

                                                                      up to a cap of $20,340 each and IRD for
                                                                      certain unpaid tax)

                              Liabilities that rank                   Unsubordinated obligations (being the                                             $471m
                              equally with the Bonds                  bank debt) and all other unsecured
                              (including the Bonds)                   obligations (such as trade and general
                                                                      creditors)

                              Liabilities that rank                                                                                                       $0m
                              below the Bonds
LOWER RANKING/
 LATER PRIORITY Equity                                                                                                                                 $567m

1 Assuming $100 million of Bonds are issued under the Offer and after                c. Customs and Duty payments of $3.9 million.
  redemption on 15 June 2015 of all Maturing Bonds. This assumption has              d. The Group pays most of its local creditors on a monthly payment cycle.
  no effect on the number in the table above because the $100 million of                The Group’s monthly payment cycle for January 2015 occurred the
  Bonds issued replace the same amount of liabilities that rank equally with            week following the 25 January 2015 balance date. Some trade creditors
  the Bonds (namely the Maturing Bonds).                                                retain a security interest in the products they have sold to the Group
2 Liabilities that rank in priority to the Bonds at 25 January 2015 include:            until they have been paid. At 25 January 2015 the Group estimated the
  a. Employee entitlements for unpaid salaries and wages, holiday pay and               total value of creditors where a creditor retained a security interest was
     bonuses and PAYE of $43.7 million.                                                 $98.5 million. More information about how this amount was calculated
                                                                                        is set out at Schedule 1 of the Disclose register.
  b. Amounts owing to the IRD for unpaid Goods and Services Tax of
     $28.7 million.

                                                                                                                                                                     PG 15
KEY
        FEATURES
        OF BONDS

        After the Bonds have been issued, further liabilities              Guarantees
        that rank equally with, or in priority to, the Bonds on a          The Bonds are guaranteed by the Guarantors under the
        liquidation of WHS can arise. WHS’ ability to create any           Guarantee.
        such further liabilities is restricted by the contractual
                                                                           Under the Guarantee, each Guarantor jointly and
        provisions described below that WHS has entered into.
                                                                           severally guarantees the payment of all amounts owed
        Creation of further liabilities                                    to Bondholders in respect of the Bonds and any amount
        Under the Trust Deed, WHS has agreed that, unless the              owed to the Supervisor (which would include the
        Supervisor otherwise agrees, it will ensure that the ratio         Supervisor’s fees and costs). There are no limits on the
        of total debt of WHS Retail Group to total debt plus               obligations of any Guarantor in respect of the amounts
        shareholders’ funds of WHS Retail Group will not exceed            owing under the Guarantee. The obligations of the
        50% at any time during the financial year ending on or             Guarantors under the Guarantee are unsecured.
        about 31 July, other than during the quarter ending on             Not all members of WHS Group are required to be
        or about 31 October or the month ending on or about                Guarantors. Each member of WHS Retail Group that is
        30 November, when it shall not exceed 60%.                         both a wholly owned Subsidiary of WHS and is considered
        The effect of this provision (sometimes referred to as a           to be a ‘Substantial Subsidiary’ is required to be a
        restriction on leverage or financial covenant) is to restrict      Guarantor. A ‘Substantial Subsidiary’ is a subsidiary of
        the amount of total debt that WHS Retail Group can incur           WHS whose earnings (calculated before interest and tax)
        at any particular time.                                            are not less than 1% of earnings (calculated before interest
                                                                           and tax) of WHS Retail Group or whose total assets are at
        WHS has also agreed in the Trust Deed that, unless the
                                                                           least 1% of Total Tangible Assets of WHS Retail Group. No
        Supervisor agrees otherwise, when tested on an annual or
                                                                           member of WHS Financial Services Group is required to
        semi-annual basis, the earnings (calculated before interest
                                                                           become a Guarantor.
        and tax) of WHS Retail Group are at least 200% of the
        net interest expense of WHS Retail Group. The effect of            As at the date of this PDS, the Guarantors are The Warehouse
        this provision (sometimes referred to as an interest cover         Limited, The Warehouse Nominees Limited, The Warehouse
        restriction) is to restrict the amount of interest and financing   Card Limited, Boye Developments Limited, Warehouse
        costs that WHS Retail Group can incur at any particular time.      Stationery Limited, Eldamos Investments Limited, Eldamos
                                                                           Nominees Limited, The Warehouse Management Trustee
        Together, the restrictions on leverage and interest cover
                                                                           Company Limited, The Warehouse Management Trustee
        described above restrict contractually the amount of
                                                                           Company No.2 Limited, The Warehouse Cellars Limited,
        further liabilities WHS can create that rank equally with,
                                                                           Waikato Valley Chocolates Limited, TWL Products Limited,
        or in priority to, the Bonds on liquidation of WHS. For full
                                                                           TWP No.2 Limited, TWP No.3 Limited, TWP No.4 Limited,
        details of these provisions see clause 10.2 of the Trust
                                                                           TWP No.5 Limited, Noel Leeming Group Limited, Torpedo7
        Deed. WHS has agreed the same restrictions in relation to
                                                                           Limited, 1-Day Limited, Torpedo7 Fitness Limited, R R S 2013
        its bank debt under the Negative Pledge.
                                                                           Limited, Torpedo7 Supplements Limited, TWGA Pty Limited
        New security interests                                             and TWL Australia Pty Limited.
        Under the Trust Deed, WHS has agreed that WHS will not,            Under the Trust Deed, WHS must ensure that the
        unless the Supervisor agrees otherwise, create or permit to        Guaranteeing Group meets the following coverage ratios:
        exist a security interest over or affecting any of the assets      • the Total Tangible Assets of the Guaranteeing Group at
        of WHS or any Guarantor if:                                          all times must not be less than 90% of the Total Tangible
                                                                             Assets of WHS Retail Group; and
        • total indebtedness of WHS Retail Group that is secured
          exceeds 10% of Total Tangible Assets of WHS Retail               • when tested on an annual or semi-annual basis,
          Group; or                                                          the earnings (calculated before interest and tax) of
                                                                             the members of the WHS Retail Group that are not
        • total indebtedness of WHS Retail Group that is secured             Guarantors must not exceed 10% of earnings (calculated
          (after excluding certain indebtedness that is secured              before interest and tax) of WHS Retail Group.
          over the assets of a member of the Guaranteeing Group
                                                                           The effect of these provisions is to ensure that there are
          that becomes a Guarantor after the date of the Trust
                                                                           no material differences between the Total Tangible Assets
          Deed) exceeds 5% of Total Tangible Assets of WHS
                                                                           and earnings (calculated before interest and tax) of the
          Retail Group.
                                                                           Guaranteeing Group and WHS Retail Group. For full details
        The effect of this provision is to restrict WHS or any             of these provisions see clause 10.2 of the Trust Deed. WHS
        Guarantor from incurring any material liabilities that are         has agreed the same provisions in relation to its bank debt
        secured (and so would rank in priority to the Bonds). For          under the Negative Pledge.
        full details of this provision see clause 10.2 of the Trust
        Deed. WHS has agreed the same restrictions in relation to
        its bank debt under the Negative Pledge.

PG 16
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