Tower Limited FY 17 Results for Announcement to Market
14 November 2017
IMPROVEMENT IN FULL YEAR RESULT AND CAPITAL RAISE TO ACCELERATE TRANSFORMATION
Tower Limited (NZX/ASX:TWR) has today reported a full year loss of $8 million for the year ended
30 September 2017 (FY17), an improvement of $13.5 million on the prior year.
Despite an unprecedented number of large natural events, underlying profit after tax of $18 million
reflected the positive impact of transformation initiatives.
Features of FY17 results announcement:
• Reported full year loss after tax of $8 million impacted by Canterbury provisions, Kaikoura
earthquake and corporate transaction activity
• Business initiatives driving improvements in core metrics demonstrating transformation is
advancing well, providing confidence in strategy and future performance targets
• Further progress on Canterbury Earthquake claims with the number of open claims reducing
by 241, down from 564 to 323
• The Tower Board has determined that an additional $70.8 million capital is required to
enable investment in the business and manage inherent balance sheet risks
• Capital to be raised via pro-rata renounceable entitlement offer at a ratio of 1 New share for
every 1 Existing share held. Issue price of NZ$0.42 cents. Vero has provided a commitment
to participate in the Equity raise.
• Tower’s Board remains strongly committed to paying dividends and to the efficient
management of capital. It will review the dividend policy and look to recommence dividends
in FY18.
Overview
Tower’s full year result shows that its transformation into a leading digital challenger brand is well
underway and the green shoots seen 12 months ago are now delivering growth.
Strong results in the New Zealand and the Pacific businesses have been delivered thanks to the
continued drive to improve all aspects of the business and the customer experience:
• 12,441 policies were added to Tower’s core NZ book in FY17
• Core GWP grew 5.8%, delivering full year GWP of $312.4 million
• Digital sales grew to 30% of new business transactions, up from 9% in March 2016
• Business as usual claims costs successfully contained at $124.2 million
• Management expenses reduced $3.9 million on the prior year
These significant improvements and a steady underlying profit have been delivered in the face of
an unprecedented number of large natural events in 2017, industry wide claims inflation and an
increasingly competitive market.
With significant opportunity in the business, Tower is confident its challenger brand transformation
strategy will deliver long-term shareholder value.
Capital required to accelerate transformation
Over the past 12 months, the Tower Board has focused on creating a sustainable structure to
enable Tower to accelerate its transformation and confidently invest in its future, while also
mitigating the fundamental uncertainty relating to the legacy of the Canterbury earthquakes.
Board Chairman, Michael Stiassny said it was in the best interests of policy and shareholders to now
move to a durable capital structure that will support Tower’s transformation programme while also
managing inherent balance sheet risks.
“Following extensive, independent review of Tower’s solvency capital, the Board determined that
additional capital of $70 million is required to achieve those goals.
“That capital will provide Tower with a strong, durable base to appropriately manage risk and give
confidence that the legacy of Canterbury is adequately provided for. It will also enable the
acceleration of Tower’s transformation through investment in IT and digital.
“The Board believes that improvements already achieved in the business core metrics are an
indicator of the scale of opportunity within Tower. We are confident that investment will not only
unlock that potential, but also deliver a true step change in results and long-term value for
shareholders.
“Our commitment to paying dividends and efficient management of capital remains. The Board will
review the dividend policy and look to recommence dividends in full year 2018,” Mr Stiassny said.
Powerful platform for future growth
Tower CEO Richard Harding said that Tower’s full year result demonstrates that the transformation
of the business is well underway.
“As the third largest general insurer in New Zealand and one of the leading insurers in the Pacific,
we have a powerful platform for future growth. The results we are delivering in the business are
firm indicators that our strategy to transform Tower into a leading digital challenger brand is
working.
“In the last 12 months we have grown our business, reduced management expense and contained
claims costs, despite experiencing the highest number of natural event losses in over 25 years,
excluding the Canterbury quakes.
“Importantly our focus on customers and delivering what they want through our digital channels has
had a big impact, with 30% of sales now online, compared to 9%, eighteen months earlier.
ENDS
Richard Harding
Chief Executive Officer
Tower Limited
ARBN 088 481 234 Incorporated in New Zealand
For media queries, please contact:
Nicholas Meseldzija
Head of Corporate Communications
Mobile: +64 21 581 869
Email: Nicholas.meseldzija@tower.co.nz
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7
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Tower Limited
Results for announcement to the market
Reporting Period 12 months to 30 September 2017
Previous Reporting
Period
12 months to 30 September 2016
Amount (000s) Percentage change
Revenue from ordinary
activities
$NZ317,443 0.7% increase
Profit (loss) from
ordinary activities after
tax attributable to
security holder
$NZ(8,000) 62.8% decrease
Net profit (loss)
attributable to security
holders
$NZ(8,000) 62.8% decrease
Interim/Final Dividend Amount per security Imputed amount per
security
$NZ nil. It is not
proposed to pay
dividends.
$NZ nil.
Record Date Not Applicable
Dividend Payment Date Not Applicable
Comments:
For the year-ended 30 September 2017, Tower Limited’s
reported loss from ordinary activities after tax was NZ$8.0
million due to increased outstanding claims provisions in
respect of Canterbury earthquakes (NZ$11.4 million after
tax); the inclusion of an additional risk margin of $7.2 million
after tax and claim provisions relating to the Kaikoura
earthquakes (NZ$4.1 million after tax).
The loss The loss of NZ$8.0 million, including minority interest profit of
NZ$ 0.5 million, is a decrease of 62% from the prior
comparable period (FY16: NZ$21.5m loss including minority
interest profit of NZ$ 0.8 million).
Refer to the attached 30 September 2017 audited Financial Statements for
Tower Limited and its subsidiaries and Investor Presentation for more detailed
analysis and explanation (including the Net Tangible Asset amount per
security for the current and previous reporting period).
TOWER LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
TABLE OF CONTENTS
Consolidated Income Statement2
Consolidated Statement of Comprehensive Income3
Consolidated Balance Sheet4
Consolidated Statement of Changes in Equity5
Consolidated Statement of Cash Flows6
Notes to the Financial Statements7 - 55
Independent Auditors' Report56 - 61
1
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
CONSOLIDATED INCOME STATEMENT
$ thousands
For the year ended 30 SeptemberNote20172016
Revenue
Premium revenue
5
306,760 302,940
Less: Outwards reinsurance expense
(49,845)(49,106)
Net premium revenue
256,915 253,834
Investment revenue
6
7,643 8,998
Fee and other revenue
3,040 3,413
Net operating revenue
267,598 266,245
Expenses
Claims expense
217,547 240,138
Less: Reinsurance recoveries revenue
(29,996)(54,526)
Net claims expense
7
187,551 185,612
Management and sales expenses
9
81,744 87,410
Acquisition proposal expenses
4
3,467 -
Impairment expense
15
- 19,649
Financing expenses
835 -
Total expenses
273,597 292,671
Profit (Loss) attributed to shareholders before tax
(5,999)(26,426)
Tax (expense) benefit attributed to shareholders' profits
10A
(2,001)4,911
Profit (Loss) for the year(8,000)(21,515)
Profit (Loss) attributed to:
Shareholders(8,461)(22,328)
Non-controlling interest
461 813
(8,000)(21,515)
Basic and diluted profit (loss) per share (cents)
26
(5.02)(13.21)
The above statement should be read in conjunction with the accompanying notes.
2
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
$ thousands
For the year ended 30 SeptemberNote20172016
Profit (Loss) for the year
(8,000)(21,515)
Other comprehensive income (loss)
Currency translation differences
105 (5,910)
Gain on asset revaluation
17
247 181
Deferred income tax relating to asset revaluation
10D
(29)(23)
Other comprehensive income (loss) net of tax
323 (5,752)
Total comprehensive income (loss) for the year
(7,677)(27,267)
Total comprehensive income (loss) attributed to:
Shareholders
(8,143)(27,404)
Non-controlling interest
466 137
(7,677)(27,267)
The above statement should be read in conjunction with the accompanying notes.
3
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
$ thousandsNote
Contributed
equity
Accumulated
(losses) profitReservesTotalTotal Equity
Year Ended 30 September 2017
At the beginning of the year382,172 (42,822)(116,772)222,578 1,374 223,952
Comprehensive income (loss)
-(8,461)318(8,143)466(7,677)
Transactions with shareholders
Dividends paid21 - - - - (515)(515)
Other - (16) - (16) - (16)
Total transactions with shareholders - (16) - (16)(515)(531)
At the end of the year
382,172(51,299)(116,454)214,4191,325215,744
Year Ended 30 September 2016
At the beginning of the year384,585 6,376 (111,696)279,265 1,644 280,909
Comprehensive income (loss)
- (22,328)(5,076)(27,404)137 (27,267)
Transactions with shareholders
Capital repayment plan21, 23(2,413) - - (2,413) - (2,413)
Dividends paid21 - (27,024) - (27,024)(407)(27,431)
Other - 154 - 154 - 154
Total transactions with shareholders(2,413)(26,870) - (29,283)(407)(29,690)
At the end of the year
382,172(42,822)(116,772)222,5781,374223,952
The above statement should be read in conjunction with the accompanying notes.
Attributed to shareholders
Non-
controlling
interest
5
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
CONSOLIDATED STATEMENT OF CASH FLOWS
$ thousands
For the year ended 30 SeptemberNote20172016
Cash flows from operating activities
Premiums received 309,147 295,867
Interest received 7,734 10,088
Dividends received - 9
Net realised investment gain (loss)(1,928)3,251
Fee and other income received
3,040 3,413
Reinsurance received28,962 67,935
Reinsurance paid(50,228)(47,248)
Claims paid(248,183)(261,779)
Payments to suppliers and employees (76,408)(77,248)
Income tax paid(4,908)(4,598)
Net cash inflow (outflow) from operating activities
13(32,772)(10,310)
Cash flows from investing activities
Net proceeds from financial assets21,852 18,380
(6,883)(9,175)
136 70
Net cash inflow (outflow) from investing activities
15,105 9,275
Cash flows from financing activities
Capital repayment
- (2,413)
Dividends paid
- (27,024)
Facility fees and interest paid
(778) -
Proceeds of borrowings
30,000 -
Capital raise costs
- -
Payment of non-controlling interest dividends
(515)(407)
Net cash inflow (outflow) from financing activities
28,707 (29,844)
Net increase (decrease) in cash and cash equivalents11,040 (30,879)
Foreign exchange movement in cash(392)(2,006)
Cash and cash equivalents at the beginning of year 92,228 125,113
Cash and cash equivalents at the end of year
12 102,876 92,228
The above statement should be read in conjunction with the accompanying notes.
Disposal of property, plant and equipment and intangible assets
Purchase of property, plant and equipment and intangible assets
6
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
1SUMMARY OF GENERAL ACCOUNTING POLICIES
Entities reporting
Statutory base
Basis of preparation
Principles of consolidation
Foreign currency
(i)Functional and presentation currencies
ThefinancialstatementspresentedarethoseofTowerLimited(theCompany)anditssubsidiaries(theGroup).The
CompanyanditssubsidiariestogetherarereferredtointhisfinancialreportasTowerortheGrouportheconsolidated
entity. The address of the Company's registered office is 45 Queen Street, Auckland, New Zealand.
TowerLimitedisacompanyincorporatedinNewZealandundertheCompaniesAct1993andlistedontheNewZealand
andAustralianStockExchanges.TheCompanyisaFinancialMarketsConductAct2013reportingentityunderPart7of
the Financial Markets Conduct Act 2013.
ThefinancialstatementsoftheGrouphavebeenpreparedinaccordancewithNewZealandGenerallyAccepted
AccountingPractice(NZGAAP).TheycomplywithInternationalFinancialReportingStandards(IFRS)andalsoNew
ZealandEquivalentstoInternationalFinancialReportingStandards(NZIFRS)andotherapplicablefinancialreporting
standards, as appropriate for Tier 1 for-profit entities.
Duringtheperiodspresented,theprincipalactivityofTowerLimitedGroupwastheprovisionofgeneralinsurance.The
Group predominantly operates in New Zealand with some of its operations based in the Pacific Islands region.
ThefinancialstatementsofeachGroupentityarepresentedinthecurrencyoftheprimaryeconomicenvironmentin
whichtheentityoperates.TheconsolidatedGroupfinancialstatementsarepresentedinNewZealanddollarsand
rounded to the nearest thousand dollars unless stated otherwise.
TheGroupfinancialstatementsincorporatetheassetsandliabilitiesofallsubsidiariesoftheCompanyatbalancedate
and the results of all subsidiaries for the year.
ThefinancialstatementsoftheGrouphavebeenpreparedinaccordancewiththerequirementsofPart7oftheFinancial
Markets Conduct Act 2013 and the NZX Main Board Listing Rules.
TheGroupfinancialstatementsarepresentedinNewZealanddollarsandroundedtothenearestthousanddollars.They
havebeenpreparedonafairvaluemeasurementbasiswithanyexceptionsnotedintheaccountingpoliciesbelow,orin
the notes to the financial statements.
Intercompany transactions and balances between Group entities are eliminated on consolidation.
WhentheGroupceasestohavecontrol,anyretainedinterestintheentityisre-measuredtoitsfairvalueatthedatewhen
control is lost, with the change in carrying amount recognised in profit or loss.
Theacquisitionofcontrolledentitiesfromexternalpartiesisaccountedforusingtheacquisitionmethodofaccounting.
Theshareofnetassetsofcontrolledentitiesattributabletominorityinterestsisdisclosedseparatelyinthebalancesheet,
income statement and statement of comprehensive income. Acquisition related costs are expensed as incurred.
The results of any subsidiaries acquired during the year are consolidated from the date on which control was transferred to
theconsolidatedentityandtheresultsofanysubsidiariesdisposedofduringtheyearareconsolidateduptothedate
control ceased.
Subsidiariesarethoseentitiesoverwhichtheconsolidatedentityhascontrol,beingpowerovertheinvestee;exposure,or
rightstovariablereturnsfromitsinvolvementwiththeinvestee;andtheabilitytouseitspowerovertheinvesteetoaffect
the amount of the investor’s returns.
7
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
1SUMMARY OF GENERAL ACCOUNTING POLICIES (continued)
(ii)Transactions and balances
(iii)Consolidation
Cash flows
Ondisposalofaforeignentity,thedeferredcumulativeamountrecognisedinequityrelatingtothatparticularforeign
operation is recognised in the income statements.
Theconsolidatedstatementofcashflowspresentsthenetchangesincashflowforfinancialassets.Towerconsidersthat
knowledgeofgrossreceiptsandpaymentsisnotessentialtounderstandingcertainactivitiesofTowerbasedoneither:
theturnoveroftheseitemsisquick,theamountsarelarge,andthematuritiesareshortorthevalueofthesalesare
immaterial.
Exchangedifferencesarisingonthesettlementorretranslationofmonetaryitemsatyearendexchangeratesare
recognisedintheincomestatementsunlesstheitemsformpartofanetinvestmentinaforeignoperation.Inthis
case,exchangedifferencesaretakentotheForeignCurrencyTranslationReserveandrecognisedinthestatements
of comprehensive income and the statements of changes in equity.
Forthepurposeofpreparingconsolidatedfinancialstatementstheassetsandliabilitiesofsubsidiarieswitha
functionalcurrencydifferenttotheCompanyaretranslatedattheclosingrateatthebalancedate.Incomeand
expenseitemsforeachsubsidiaryaretranslatedataweightedaverageofexchangeratesovertheperiod,asa
surrogateforthespotratesattransactiondates.ForeigncurrencytranslationdifferencesaretakentotheForeign
CurrencyTranslationReserveandrecognisedinthestatementsofcomprehensiveincomeandthestatementsof
changes in equity.
Goodwillandfairvalueadjustmentsarisingontheacquisitionofaforeignoperationaretreatedasassetsand
liabilitiesoftheforeignoperationandaretranslatedattheclosingratewithmovementsrecordedthroughtheForeign
Currency Translation Reserve in the statements of changes in equity.
Inpreparingthefinancialstatementsoftheindividualentities,transactionsdenominatedinforeigncurrenciesare
translatedintoNewZealanddollarsusingtheexchangeratesineffectatthetransactiondates.Monetaryitems
receivable or payable in a foreign currency are translated at reporting date at the closing exchange rate.
Translationdifferencesonnon-monetaryitemssuchasfinancialassetsheldatfairvaluethroughprofitorlossare
reported as part of their fair value gain or loss.
8
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
2IMPACT OF AMENDMENTS TO NZ IFRS
2A
-
-
-
-
-
2B
Standards,amendmentsandinterpretationstoexistingstandardsthatarenotyeteffectiveandhavenotbeen
early adopted by the Group
Theapplicationofneworamendedaccountingstandardsasof1October2016hasnothadamaterialimpactonthe
financial statements.
Thefollowingstandards,amendmentsandinterpretationstoexistingstandardshavebeenpublishedandaremandatory
fortheGroup’saccountingperiodsbeginningafter1October2017orlaterperiods,andtheGrouphasnotadoptedthem
early. The Group expects to adopt the following new standards on 1 October after the effective date.
Standards,amendmentsandinterpretationstoexistingstandardseffective30September2017orearly
adopted by the Group
NZ IFRS 9 Financial instruments is effective for periods beginning on or after 1 January 2018. The complete version
ofNZIFRS9wasissuedinSeptember2014.ItreplacestheguidanceinNZIAS39thatrelatestotheclassification
andmeasurementoffinancialinstruments.NZIFRS9retainsbutsimplifiesthemixedmeasurementmodeland
establishesthreeprimarymeasurementcategoriesforfinancialassets:amortisedcost,fairvaluethroughother
comprehensiveincomeandfairvaluethroughprofitorloss.Thebasisofclassificationdependsontheentity's
businessmodelandthecontractualcashflowcharacteristicsofthefinancialasset.Investmentsinequityinstruments
arerequiredtobemeasuredatfairvaluethroughprofitorlosswiththeirrevocableoptionatinceptiontopresent
changesinfairvalueinothercomprehensiveincomenotrecycling.Thereisnowanewexpectedcreditlossesmodel
thatreplacestheincurredlossimpairmentmodelusedinNZIAS39.Forfinancialliabilitiestherewerenochangesto
classificationandmeasurementexceptfortherecognitionofchangesinowncreditriskinothercomprehensive
income,forliabilitiesdesignatedatfairvaluethroughprofitorloss.NZIFRS9relaxestherequirementsforhedge
effectivenessbyreplacingthebrightlinehedgeeffectivenesstests.Itrequiresaneconomicrelationshipbetweenthe
hedgeditemandhedginginstrumentandforthe‘hedgedratio’tobethesameastheonemanagementactuallyuse
forriskmanagementpurposes.Contemporaneousdocumentationisstillrequiredbutisdifferenttothatcurrently
preparedunderNZIAS39.TheGroupintendstoadoptNZIFRS9onitseffectivedateandisassessingtheeffectof
adopting NZ IFRS 9 on its financial statements.
NZIFRS15RevenuefromContractswithCustomersiseffectiveforperiodsbeginningonorafter1January2018.
Thestandardwillprovideasinglesourceofrequirementsforaccountingforallcontractswithcustomers(exceptfor
somespecificexceptions,suchasleasecontracts,insurancecontractsandfinancialinstruments)andwillreplaceall
currentaccountingpronouncementsonrevenue.Newrevenuedisclosuresarealsointroduced.Towerisassessing
the effect of adopting NZ IFRS 15 on its financial statements.
NZIFRS16Leasesiseffectiveforperiodsbeginningonorafter1January2019.Thestandardreplacesthecurrent
guidanceinNZIAS17Leases.UnderNZIFRS16,acontractis,orcontains,aleaseifthecontractconveystheright
tocontroltheuseofanidentifiedassetforaperiodoftimeinexchangeforconsideration.UnderNZIAS17,alessee
wasrequiredtomakeadistinctionbetweenafinancelease(onbalancesheet)andanoperatinglease(offbalance
sheet).NZIFRS16nowrequiresalesseetorecognisealeaseliabilityreflectingfutureleasepaymentsanda‘right-of-
useasset’forvirtuallyallleasecontracts.WorkcontinuesonassessingtheimpactofadoptingIFRS16onTower's
financialstatements.Preliminaryassessmentsindicatethetreatmentofofficebuildings,motorvehicles,andother
equipmentleaseswillchange.Thepotentialfinancialimpactofchangeswillresultinthecreationofa'rightofuse
asset'ofapproximately$11million,withacorrespondingleaseliabilityamounttoberecognised,ineffectasagross
up to the balance sheet, of approximately $11 million to $12 million.
NZIFRS17InsuranceContractsiseffectiveforperiodsbeginningonorafter1January2021.Thestandard
replacesthecurrentguidanceinNZIFRS4,andestablishestheprinciplesforrecognition,measurement,
presentationanddisclosureofinsurancecontracts.TheimplementationdatefortheGroupwillbefortheyearending
30 September 2022. A detailed assessment of the effect of adopting NZ IFRS 17 will be commenced during 2018.
AmendmentstoNZIAS7StatementofCashFlowsiseffectiveforperiodsbeginningonorafter1October2017
unlessearlyadopted.Comparativesarenotrequiredonfirstapplication.Thestandardrequiresadditionaldisclosures
regardingbothcashandnon-cashchangesinliabilitiesarisingfromfinancingactivities.Thestandardisnotexpected
to have a material impact.
9
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
3CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
Claims estimation
EQC recoveries
Deferred taxation
Capitalised IT development costs
Reinsurance recovery receivables
Goodwill
Goodwillisanareaofsignificantjudgementandestimation.Areasofjudgementandsubjectivityexistintheassessment
ofcashgeneratingunitsandassumptionsunderlyinggoodwillimpairmenttesting.RefertoNote15andNote27forfurther
details of key assumptions used.
Recognitionofdeferredtaxassetsisanareaofsignificantjudgementandestimation.Deferredtaxassetsarerecognised
forallunusedtaxlossestotheextentitisprobablethatfuturetaxableprofitswillbeavailableagainstwhichthelossescan
beutilisedandthereiscontinuityofownership(ofgreaterthan49%).Significantmanagementjudgementandestimation
isrequiredtodeterminetheamountofdeferredtaxassetsrecognised,basedonthelikelytimingandquantumoffuture
taxableprofits.ThisassessmentiscompletedonthebasisoftheapprovedstrategicplansofTowerLimitedand
subsidiarieswithintheconsolidatedtaxgroup.Ifachangeinownership(ofgreaterthan49%)becomesprobable,
remainingdeferredtaxassetsfromlosscarryforwardswillbede-recognisedandremovedfromthebalancesheet.For
further detail refer to Note 10.
Valuationofnetoutstandingclaimsisanareaofsignificantjudgementandestimation.Keyelementsofjudgement
includedwithinclaimsestimationsare:therateofclaimsclosure;thequantumofclosedclaimsreopening;thelevelof
futureincreasesinbuildingandotherclaimscosts;futureclaimmanagementexpenses;assessmentsofriskmargin;
apportionmentofclaimscostsbetweenthefourmainearthquakeevents;andthequantumofnewclaimsbeingreceived
from EQC and the average cost of these claims.
ValuationofadditionalEQCrecoveriesinrespectofbuildingcostsandlanddamageisanareaofsignificantjudgement
andestimation.Areasofjudgementandsubjectivityexistinassessmentsof:claimfilereviewofearthquakeevent
allocation;thequalityofassessmentinformation;litigationriskfactors;andportfolioconservatism.Towerhasfileda
statement of claim against EQC in respect of land damage recoveries.
Keyelementsofjudgementincludedwithinrecoveriesestimationsare:thecollectabilityofreinsurancerecoveries
(includesconsiderationoffactorssuchascounterpartyandcreditrisk);recoveriesfromEQCinrespectoflanddamage
andbuildingcosts;andtheassessmentsofriskmargin.Thenatureofestimationuncertainties,includingfromthose
factors listed above, mean that actual claims experience may deviate from reported results.
Refer to Note 8 for further detail on the Canterbury Earthquakes.
TheGroupmakesestimatesandjudgementsinrespectofcertainkeyassetsandliabilities.Estimatesandjudgementsare
continuallyevaluatedandarebasedonhistoricalexperienceandotherfactors,includingexpectationsoffutureeventsthat
arebelievedtobereasonableunderthecircumstances.Keyareaswherecriticalaccountingestimatesandjudgements
have been applied are noted below.
Refer to Note 8 and Note 14 for further detail on EQC recoveries for Canterbury earthquakes.
CapitalisationofITdevelopmentcostsisanareaofsignificantjudgementandestimation.TheapplicationofNZIAS38
“IntangibleAssets”includesaccountingconsiderationsrequiredforcapitalisationofITprojects.WhenapplyingNZIAS
38,areasofjudgementincludeconsiderationofimpairmentindicators,assessmentsofeconomicusefullife,previous
Board impairment decisions and potential impacts from the active acquisition proposal. For further detail refer to Note 15.
Valuationofreinsurancerecoveryreceivablesisanareaofsignificantjudgementandestimation.Keyelementsof
judgementincludedwithinrecoveryestimationsare:counterpartyandcreditrisk;andrisksaroundthearbitrationprocess
forthereinsurancecontractindispute.Thenatureofestimationuncertainties,includingfromthosefactorslistedabove,
mean that actual reinsurance recoveries may differ from expected outcomes. Refer to Note 14 for further detail.
10
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
4ACQUISITION PROPOSALS
Suncorp Group Limited / Vero Insurance New Zealand Limited (Suncorp)
Fairfax Financial Holdings Limited (Fairfax)
Acquisition Proposal Expenses
Adviser fees
At30September2017,Towerhasprovidedforallcostsincurredtothatdateinrespectoftheacquisitionactivity.These
have been recorded in the Consolidated Income Statement as a separate line item (Acquisition proposal expenses).
TheCompanyhasworkedwithvariouslegal,financialandBoardadviserstoassistwiththeacquisitionproposals.Costs
forworkcompletedbytheseadvisersontheacquisitionproposalspriorto30September2017havebeenincludedinthe
IncomeStatement.Wherenoinvoicehasbeenreceived,anestimateoflikelycostsupto30September2017hasbeen
made on the basis of best information available at the time.
On9February2017,TowerLimitedannouncedithadenteredintoaSchemeImplementationArrangement(SIA)with
Fairfax.Underthisagreement,Fairfaxagreedtoacquire100%oftheCompany'ssharesat$1.17pershareforan
aggregate purchase price of $197 million (the Fairfax proposal).
TowerhasengagedGoldmanSachsNewZealandLimited(Goldman)toactasleadfinancialadviserinrelationtothe
acquisitionproposalsandpotentialcapitalraising.Goldmanadvisoryfeesarelinkedtotheoutcomeofanyacquisition
proposalandcapitalraising.Intheeventthatanacquisitionproposalorcapitalraisingiscompleted,advisoryfees
estimated up to $4.5 million before tax will become payable to Goldman.
On27June2017,TowerLimitedannouncedithadenteredintoaSchemeImplementationArrangement(SIA)with
Suncorp.Underthisagreement,Suncorpagreedtoacquire100%oftheCompany'ssharesat$1.40pershareforan
aggregatepurchasepriceof$236million.On26July2017,theNewZealandCommerceCommissionannouncedthatit
had declined Suncorp's application to purchase 100% of Tower shares.
At30September2017,noprovisionhasbeenmadeforGoldmanadvisoryfeesbecauseatthatdate,theobligationtopay
fees remained contingent upon the successful implementation of an acquisition proposal or completion of capital raising.
On23August2017,SuncorpadvisedthattheywouldbeappealingtheCommerceCommissiondecision.On5
September2017theTowerBoardlodgeditsowncrossappealagainsttheCommerceCommission'sdecisiontodecline
Suncorp's application to acquire 100% of Tower.
TheFairfaxSIAwasterminatedon29June2017followingTower'sannouncementon27June2017thatithadentered
intoaSIAwithSuncorp.Towerhasreimbursed$400,000ofFairfax'scostsundertheconditionsofitsdiscontinued
scheme.UndertheFairfaxmutualterminationagreement,abreakfeeofafurther$1.57millionispayabletoFairfaxif
another party completes an acquisition of Tower by 31 August 2018. Refer to Note 34 Contingent Liabilities.
On7November2017,ToweradvisedthattheSIAwithSuncorphadpasseditsenddateandhadbeenterminated.
Suncorpsubsequentlyannouncedthatasaresult,itwouldnolongerbeproceedingwithitsappealoftheCommerce
Commission’s decision to decline its application to acquire Tower.
The Tower Board has withdrawn its cross appeal against the Commerce Commission’s decision.
11
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
5PREMIUM REVENUE
$ thousandsNote20172016
Gross written premiums312,396 303,236
Less: Gross unearned premiums(5,636)(296)
Premium revenue306,760 302,940
6INVESTMENT REVENUE
$ thousandsNote20172016
Fixed interest securities
Interest income7,734 10,088
Net realised gain (loss)(631)441
Net unrealised gain (loss)913 (3,142)
Total fixed interest securities8,016 7,387
Equity securities
Dividend income - 9
Net unrealised gain (loss)(3)(163)
Total equity securities(3)(154)
Net realised gain (loss)(1,297)2,810
Net unrealised gain (loss)927 (1,045)
Total other(370)1,765
Total investment revenue7,734 10,097
Total net realised gain (loss)(1,928)3,251
Total net unrealised gain (loss)1,837 (4,350)
Total investment revenue7,643 8,998
(i)Interest income on fixed interest securities
(ii)Dividend income on equity securities
(iii)Fair value gains and losses
Fairvaluegainsandlossesoninvestmentsarerecognisedthroughtheincomestatementintheperiodinwhichthey
arise.Thegainsandlossesfromfixedinterest,equityandpropertysecuritieshavebeengeneratedbyfinancial
assetsdesignatedoninitialrecognitionatfairvaluethroughprofitorloss.Otherinvestmentgainsandlosseshave
beengeneratedbyderivativefinancialassetsandfinancialliabilitiesclassifiedasheldfortradingatfairvaluethrough
profit or loss.
Premiumscededtoreinsurersunderreinsurancecontractsarerecordedasoutwardsreinsuranceexpenseandare
recognisedovertheperiodofthereinsurancecontract.Accordingly,aportionofoutwardsreinsurancepremiumistreated
at balance date as a prepayment.
Premiumsonunclosedbusinessarebroughttoaccountusingestimatesbasedonthepreviousyear'sactualunclosed
business with due allowance made for any changes in the pattern of new business and renewals.
Premiumrevenueisrecognisedintheperiodinwhichthepremiumsareearnedduringthetermofthecontract.The
proportionofpremiumsnotearnedintheincomestatementatreportingdateisrecognisedinthebalancesheetas
unearned premiums.
Other
Investment revenue is recognised as follows:
Revenue is recognised on an accrual basis when the right to receive payment is established.
Interest income is recognised using the effective interest method.
12
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
7NET CLAIMS EXPENSE
$ thousandsNote20172016
Canterbury earthquake claims (4 key events)815,916 35,084
Additional risk margin810,000 -
Kaikoura earthquake claims5,739 -
Other claims155,896 150,528
Total net claims expense187,551 185,612
-
-
-the impact of large losses.
Acomponentoftheseestimationtechniquesisusuallytheestimationofthecostofnotifiedbutnotpaidclaims.In
estimatingthecostofthese,theGrouphasregardtotheclaimcircumstancesreported,anyinformationavailablefrom
loss adjusters and information on the cost of settling claims with similar characteristics in previous periods.
Provisionsarecalculatedgrossofanyreinsurancerecoveriesexceptriskmargin,whichisnetofreinsurancerecoveries.
Aseparateestimateismadeoftheamountsthatwillberecoverablefromreinsurersbasedonthegrossprovisions.
Details of specific assumptions used in deriving the outstanding claims liability at year end are detailed in Note 27.
Reinsurancerecoveriesarerecognisedasrevenue.Amountsrecoverableareassessedinaccordancewiththetermsof
thereinsurancecontractsinamannersimilartotheassessmentofoutstandingclaims.Recoveriesaremeasuredasthe
present value of expected future receipts.
Claimsexpenseisrecognisedwhenclaimsarenotified.Provisionismadeattheendoftheyearfortheestimatedcostof
claims incurred but not settled at balance date, including the cost of claims incurred but not yet reported to the Group.
Theestimatedcostofclaimsincludesdirectexpensesincurredinsettlingclaimsnetofanyexpectedsalvagevalueand
otherrecoveries.TheGrouptakesallreasonablestepstoensurethatithasappropriateinformationregardingitsclaims
exposures.However,giventheuncertaintyinestablishingclaimsprovisions,itislikelythatthefinaloutcomewillproveto
be different from the original liability established.
Theestimationofclaimsincurredbutnotreported(IBNR)isgenerallysubjecttoagreaterdegreeofuncertaintythanthe
estimationofthecostofsettlingclaimsalreadynotifiedtotheGroup,wheremoreinformationabouttheclaimeventis
generallyavailable.IBNRclaimsmayoftennotbeapparenttotheinsureduntilmanyyearsaftertheeventsgivingriseto
theclaimshavehappened.IncalculatingtheestimatedcostofunpaidclaimstheGroupusesavarietyofestimation
techniques,generallybasedonstatisticalanalysesofhistoricalexperience,whichassumesthatthedevelopmentpattern
ofcurrentclaimswillbeconsistentwithpastexperience.Allowanceismadeforchangesoruncertaintieswhichmaycreate
distortionsinunderlyingstatisticsorwhichmaycausethecostofunsettledclaimstoincreaseorreducewhencompared
with the cost of previously settled claims including:
changesinGroupprocesseswhichmightaccelerateorslowdownthedevelopmentand(or)recordingofpaidor
incurred claims, compared with statistics from previous periods;
the effects of inflation; and
13
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
8CANTERBURY EARTHQUAKES
Canterbury earthquake provisions
$ thousands20172016
Insurance liabilities
Gross outstanding claims(107,200)(149,100)
Additional risk margin(10,000) -
(117,200)(149,100)
Receivables
Reinsurance recovery receivables13,600 50,800
EQC related to open claims5,800 57,600
Less: EQC payable to reinsurers(1,700) -
17,700 108,400
Net outstanding claims(99,500)(40,700)
Change in presentation of comparative insurance liabilities and receivables
The2016comparativeinformationinthetableaboveincludesreceivablesfromPeakReandEQCasdeductionsfrom
grossoutstandingclaimsrelatingtobothopenandclosedclaims.Asthegrossoutstandingclaimsliabilitycontinuesto
reduce,onlyEQCrecoveriesforopenclaimshavebeendeductedfromgrossoutstandingclaimsliabilityforthe
September2010andFebruary2011events.Fortheotherearthquakes,EQCrecoveriesforopenclaimsandreinsurance
recoveriesarededucted.DuetothenatureofEQCrecoveries,thecategorisationbetweenopenclaimsandclosedclaims
isanapproximationthattakesintoaccountthesplitbetweenopenandclosedclaimsforEQCrecoveriesalreadyreceived
as well as EQC recoveries expected to be received.
Towerhasreceivedover16,106individualclaimsfromcustomersasaresultofearthquakesimpactingtheCanterbury
regionduring2010and2011(2016:15,990claims).Likeotherindustryparticipants,Towercontinuestoreceive'over-cap'
claimsfromtheEarthquakeCommission(EQC).ThegrowthinnewclaimsreceivedhasimpactedTower'ssettlement
ratesduringtheyear.Ofallclaimsreceived,Towerhassettledover15,783claimsat30September2017(2016:15,426
claims),representinga98%settlementratebynumberofclaimsand93%byvalue(2016:96%bynumberand89%by
value).Todate,Towerhaspaidoutmorethan$825milliontocustomers(2016:$749million)inrespectofthefourmain
earthquakes that occurred on 4 September 2010; 22 February 2011; 13 June 2011 and 23 December 2011.
Asat30September2017,Towerhasestimatedgrossultimateincurredclaimsof$897.4millioninrespectofthefourmain
Canterbury earthquake events (2016: $869.6 million).
Outstandingclaimscomprisescaseestimates,claimsincurredbutnotreported(IBNR)andriskmargins.Intheyear
ended30September2017,caseestimateshavereducedasclaimshavebeensettledandpaid.Thesedecreaseshave
beenoffsethowever,byincreasedcostsonremainingopenclaims;newover-capclaimsbeingreceivedfromEQC;and
theAppointedActuaryincreasingIBNRandriskmargins,particularlyinrespectoflitigatedclaimsandadditionalEQC
recoveries.
ThefinancialcosttoToweroftheCanterburyearthquakesisreducedthroughreinsuranceandisreflectedwithinnet
outstandingclaims.Towercontinuestoworkcloselywithitscatastrophereinsurancepartnersasitcompletesits
Canterburyclaimssettlementprogramme.Catastrophereinsurancepartnersarerequiredtohaveafinancialstrength
ratingofatleastA-issuedbyarecognisedinternationalratingagency.Towerhasacommercialdisputewiththeprovider
of its adverse development cover, Peak Reinsurance Company Limited (Peak Re), which is discussed further in Note 14.
ThetablebelowpresentsafinancialrepresentationofTower’snetoutstandingclaimsprovisionat30September2017in
relation to the four main earthquake events.
14
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
8CANTERBURY EARTHQUAKES (continued)
$ thousands20172016
Cumulative expenses associated with Canterbury earthquakes:
Earthquake claims estimate(897,440)(869,600)
Reinsurance recoveries746,623 734,699
Claim expense net of reinsurance recoveries(150,817)(134,901)
Reinsurance expense(25,045)(25,045)
Additional risk margin(10,000) -
Cumulative impact of Canterbury earthquakes before tax(185,862)(159,946)
Income tax52,710 45,454
Cumulative impact of Canterbury earthquakes after tax(133,152)(114,492)
Recognised in current period (net of tax)(18,660)(25,272)
TowerhastwosignificantreceivableamountsrelatedtoclosedCanterburyearthquakeclaims,being$43.75millionfrom
PeakReand$65.1millionfromEQC(2016:$57.6million).$17.7millionofthisEQCamountispayabletoreinsurers
whichhasbeenallowedfor(2016:$20.7million).Ariskmarginof$10.7millionhasbeenallowedforonthereceivable
from EQC (2016: $4.3 million).
TheBoardareactivelyengagedinmonitoringCanterburyearthquakedevelopments.Boardprocessreliesonthe
AppointedActuary'sdeterminationofearthquakeultimateincurredclaimsestimatesandthederivationofestimated
outcomes.Towerhas323openclaimsat30September2017(2016:564openclaims).Recognisingrelative
complexitieswhichexistwithinremainingopenclaims,theAppointedActuaryhasreviewedeachremainingpropertyfile
withTowerclaimsstaff.Thisindividualclaimmethodologyincludedreviewofthelatestspecialistassessmentreports
andscopeofworkstorepairorrebuildpropertiestodeterminethepropensityforfuturecoststovary.Inaddition,
furtherprovisionwasmadeforclaimsre-opening;claimsmovingovertheEQCcapof$100,000;claimsinlitigationand
other claim categories.
ThefollowingtablepresentsthecumulativeimpactofthefourmainCanterburyearthquakeeventsontheincome
statement.
RecognisingthechallenginghistoryofCanterburyearthquakeclaimsandthepotentialforongoingcomplexityin
finalisingremainingclaimsandpotentialnewover-capclaims,theBoardhaselectedtocreateanadditionalriskmargin
of$10.0millionoverandabovetheprovisionoftheAppointedActuary,whichissetatthe75thpercentileprobabilityof
sufficiency.
Thisadditionalriskmarginapproximatesthe80-85thpercentileprobabilityofsufficiencyoftheAppointedActuary’s
centralestimateasat30September2017.Thisprovisionwillremainat$10.0million,subjecttoreviewbytheBoard
each half year and will be released once Canterbury Outstanding Claims Liability has sufficiently run off.
15
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
8CANTERBURY EARTHQUAKES (continued)
Claims
• the level of future increases in building and other claims costs
• the number of new litigated claims received and the average cost of these claims
• the number of new claims expected from EQC and the average cost of these claims
• the rate of closed claims reopening
• risk margin
• future claim management expenses, and
Recoveries
• collectability of reinsurance recoveries
• recoveries from EQC (including litigation risks) in respect of land damage and building costs
• risk margin.
Date of event
$ thousands
20172016
September 2010
-
7,700
February 2011
- -
June 2011
254,200
256,500
December 2011
486,500
487,500
• Continued growth in the level of litigation claims received;
• Continued development of claim costs as they progress through the claims life cycle;
TowerhasexceededitscatastrophereinsuranceandadversedevelopmentcoverlimitsinrelationtotheFebruary2011
event.TheestimatedultimateincurredclaimscostoftheFebruary2011eventtotals$507.0millionincludingrisk
margin.Towerhasreinsurancefor$375.4milliononthiseventincludingcatastrophecover,proportionalreinsurance
andadversedevelopmentcover.Duringtheyearended30September2017,Towerexpensed$13.3millioninrelation
to the February 2011 event (2016: $35.1 million).
Theactuarialreviewsperformedduringtheyearended30September2017identifiedthefollowingaskeycontributors
to the increase in expected earthquake claims costs:
• Greater than anticipated new over-cap claims received from EQC;
• Refinement of actuarial assumptions, including the setting of risk margins.
Catastrophe reinsurance cover remaining
The key elements of judgement within the claims estimation are as follows:
Giventhenatureofestimationuncertainties(includingthoselistedabove)actualclaimsexperiencemaystilldeviate,
perhapssubstantially,fromthegrossoutstandingclaimsliabilitiesrecordedasat30September2017.Anyfurther
changes to estimates will be recorded in the accounting period when they become known.
The catastrophe reinsurance cover headroom remaining is included in the table below.
• Increase in the level of future claims handling expenses; and
TowerhasalsoexceededitscatastrophereinsurancecoverlimitinrelationtotheSeptember2010event.The
estimatedultimateincurredclaimscostoftheSeptember2010eventtotals$303.4millionincludingriskmargin.Tower
hasreinsurancefor$295.8milliononthiseventincludingcatastrophecoverandproportionalreinsurancecover.During
the year ended 30 September 2017, Tower expensed $2.6 million in relation to the September 2010 event (2016: nil).
16
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
8CANTERBURY EARTHQUAKES (continued)
Sensitivity analysis - impact of changes in key variables
$ millions
Sep 2010Feb 2011Jun 2011Dec 201130-Sep-17
30-Sep-16
Outstanding claims:
(i)+ 5%
(1.3)(3.0)--(4.3)
(4.1)
- 5%
1.33.0--4.3
4.1
(ii)+ 1%
4.9(9.0)--(4.1)
(9.0)
- 1%
(7.0)9.0--2.0
9.0
Receivables:
Reinsurance recovery receivables
(iii)- 50%
-(21.9)--(21.9)
(21.9)
- 100%
-(38.8)--(38.8)
(38.8)
(iv)+ 10%
0.10.7--0.8
0.7
- 10%
(0.1)(0.7)--(0.8)
(0.8)
(v)+ 10%
3.20.9--4.1
0.1
- 10%
(3.2)(0.9)--(4.1)
(0.1)
(i)
(ii)
(iii)
Calculatedas1%oftotalreportedcosts(netofEQCcontributions)plusIBNR/IBNERmovedto/fromFeb2011event
and the impact on Tower's profit quantified.
Calculated as the impact on net outstanding claims due to 50% or 100% lower recoveries being received.
Change to costs and quantity of
expected claim estimates
including building costs and
other impacts.
Change in apportionment of
claim costs to / from February
2011 event.
Adverse development
cover
Recoveries from EQC in respect
of land damage
Recoveries from EQC in respect
of building costs
Calculatedasthechangeincaseestimates(netofEQCcontributions)plusIBNR/IBNERandtheimpactonTower's
profit quantified. Changes in case estimates include over-cap claims, closed claims re-opening and risk margin.
Netoutstandingclaimsarecomprisedofseveralkeyelements,asdescribedearlierinthisnote.Sensitivityofnet
outstandingclaimsisthereforedrivenbychangestotheassumptionsunderpinningeachoftheseelements.Theimpact
ofchangesinsignificantassumptionsonthenetoutstandingclaimsliabilities,andhenceonTower'sprofit,areshownin
the table below. Each change in assumption has been calculated in isolation of any other changes in assumptions.
Theimpactofachangetoclaimscostsisoffsetbyreinsurancewherethereisreinsurancecapacityremaining.The
impactwillbenilwherethechangeinclaimscostsislessthantheremainingreinsurancecapacity.However,ifthe
changeinclaimscostsexceedsthereinsurancecapacitythenTower'sprofitwillbeimpactedbytheamountofclaims
costs in excess of the reinsurance capacity.
The changes in the table below reflect the impact on Tower's profits should that event occur.
Change
variable
Split between eventsFour main earthquakes
17
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
9MANAGEMENT AND SALES EXPENSES
Included in total management and sales expenses are the following requiring separate disclosures:
$ thousandsNote20172016
Amortisation of deferred acquisition costs19,973 20,277
Bad debts written off176 162
Change in provision for doubtful debts(945)(307)
Amortisation of software6,395 3,950
Depreciation2,032 2,438
Office equipment and furniture
928 840
Motor vehicles
93 170
Computer equipment
1,011 1,428
Directors' fees509 565
Employee benefits expense53,600 54,396
(Gain) on disposal of property, plant and equipment(42)(43)
Claims related management expenses reclassified to claims expense(25,998)(22,846)
Auditors remuneration
Fees paid to Group's auditors:
Audit of financial statements
(1)
495 364
Other assurance related services
(2)
30 30
Non-assurance advisory related services
(3)
6 149
Total fees paid to Group's auditors531 543
Fees paid to subsidiaries' auditors different to Group auditors:
Audit of financial statements
(4)
45 51
Total fees paid to auditors576 594
(1)
(2)
(3)
(4)
TowerInsuranceLimitedpaidallfeesforauditservicesprovidedtotheGroup,otherthantheauditfeesofNational
Pacific Insurance Limited and Tower Insurance (Vanuatu) Limited.
Non-assuranceadvisoryrelatedservicesrelatedtoAnnualShareholders'MeetingproceduresandITPlatformreview
(in 2016).
OtherassurancerelatedservicesincludesannualsolvencyreturnassuranceandPacificIslandregulatoryreturn
audits.
Auditoffinancialstatementsincludesfeesforboththeauditofannualfinancialstatementsandthereviewofinterim
financial statements.
18
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
10TAX
10ATAX EXPENSE
Analysis of tax expense
$ thousandsNote20172016
Current tax4,468 6,026
Deferred tax(3,064)(10,615)
Under (over) provided in prior years597 (322)
Total tax expense (benefit)2,001 (4,911)
The tax benefit can be reconciled to the accounting profit as follows:
Loss before tax from continuing operations(5,999)(26,426)
Income tax at the current rate of 28%(1,680)(7,399)
Tax effect of:
Prior period adjustments597 (322)
Non-deductible expenditure/non-assessable income967 216
Foreign tax credits written off1,874 2,226
Non-taxable dividend from subsidiaries - -
Other243 368
Total tax expense (benefit)2,001 (4,911)
(i)Current tax
(ii)Tax consolidation
(iii)Income tax expense
(iv)GST
TheGroupissubjecttoincometaxesinNewZealandandjurisdictionswhereithasforeignoperations.Significant
managementjudgementisrequiredindeterminingtheworldwideprovisionforincometaxes.Therearesometransactions
andcalculationsundertakenduringtheordinarycourseofbusinessforwhichtheultimatetaxdeterminationisuncertain.
TheGroupestimatesitstaxliabilitiesbasedonitsunderstandingoftaxlawineachrelevantjurisdiction.Wherethefinal
taxoutcomeofthesemattersisdifferentfromtheamountsthatwereinitiallyrecorded,suchdifferenceswillimpactthe
currentanddeferredincometaxassetsandliabilitiesintheperiodinwhichsuchdeterminationismade.Deferredtax
assetsarerecognisedforallunusedtaxlossestotheextentitisprobablethattaxableprofitswillbeavailableagainst
whichthelossescanbeutilised.Significantmanagementjudgementisrequiredtodeterminetheamountofdeferredtax
assets that can be recognised based on the likely timing and quantum of future taxable profits.
Allrevenues,expensesandcertainassetsarerecognisednetofgoodsandservicestaxes(GST)exceptwheretheGSTis
notrecoverable.InthesecircumstancestheGSTisincludedintherelatedassetorexpense.Receivablesandpayables
arereportedinclusiveofGST.ThenetGSTpayabletoorrecoverablefromthetaxauthoritiesasatbalancedateis
included as a receivable or payable in the balance sheet.
Currenttaxistheamountofincometaxespayableorrecoverableinrespectofthetaxableprofitorlossfortheperiod.Itis
calculatedusingtaxratesandlawsthathavebeenenactedorsubstantivelyenactedbythereportingdate.Currenttaxfor
current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
TowerLimitedanditssubsidiariesarepartofasingleconsolidatedgroupfortaxpurposes,withtheexceptionofTower
Insurance Limited.
Theincometaxexpenseisthetaxpayableontaxableincomeforthecurrentperiod,basedontheincometaxratefor
eachjurisdictionandadjustedforchangesindeferredtaxassetsandliabilitiesattributabletotemporarydifferencesand
unused tax losses.
19
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
10 TAX (continued)
(v) Tax cash flows
10BCURRENT TAX ASSETS
Analysis of current tax assets
$ thousandsNote20172016
Current1,206 912
Non-current12,256 12,256
Total current tax assets13,46213,168
10CCURRENT TAX LIABILITIES
10DDEFERRED TAX ASSETS AND LIABILITIES
$ thousands
Opening
balance at 1
October
(Charged)
credited to
income
statement
(Charged)
credited to
comprehensive
income
Closing
balance at 30
September
For the Year Ended 30 September 2017
Movement in deferred tax assets
Provisions and accruals3,141 (876) - 2,265
Property, plant and equipment3,288 4,493 - 7,781
Tax losses29,086 (2,128) - 26,958
Other - 778 - 778
Total deferred tax assets35,515 2,267 - 37,782
(5,037)
Net deferred tax assets
32,745
Movement in deferred tax liabilities
Deferred acquisition costs(4,851)(227) - (5,078)
Other(1,294)1,024 (29)(299)
Total deferred tax liabilities(6,145)797 (29)(5,377)
5,037
Net deferred tax liabilities(340)
Set-off of deferred tax liabilities pursuant to NZ IAS 12
TaxcashflowsareincludedinthestatementsofcashflowsonanetbasisotherthantotheextentthattheGSTisnot
recoverable and has been included in the expense or asset.
The movement in deferred income tax assets and liabilities during the year is as follows:
Anon-currenttaxassetof$12,256,000isrecognisedinthefinancialstatementsoftheGroupasat30September2017in
relationtoexcesstaxpaymentsmadeinpreviousyears(2016:$12,256,000).Non-currenttaxassetsareexpectedtobe
recoveredfrom2021,asdeterminedbytheBoardapprovedoperationalplanforfinancialyears2018to2021.Acurrent
taxassetof$1,206,000isrecognisedinrelationtoexcesstaxpaymentsmadeinthePacificIslandsoverandabovethe
estimated tax liabilities for the year (2016: $595,000).
Currenttaxliabilitiesof$560,000relatetotaxespayabletooffshoretaxauthoritiesinthePacificIslands(2016:
$123,000).
Set-off of deferred tax liabilities pursuant to NZ IAS 12
20
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
10 TAX (continued)
$ thousands
Opening
balance at 1
October
(Charged)
credited to
income
statement
(Charged)
credited to
comprehensive
income
Closing
balance at 30
September
For the Year Ended 30 September 2016
Movement in deferred tax assets
Provisions and accruals2,321 820 - 3,141
Property, plant and equipment3,431 (120)(23)3,288
Tax losses19,034 10,052 - 29,086
Total deferred tax assets24,786 10,752 (23)35,515
(5,360)
Net deferred tax assets
30,155
Movement in deferred tax liabilities
Deferred acquisition costs(4,885)34 - (4,851)
Other(1,123)(171) - (1,294)
Total deferred tax liabilities(6,008)(137) - (6,145)
5,360
Net deferred tax liabilities(785)
Deferred tax
10EIMPUTATION CREDITS
$ thousands20172016
Imputation credits available for use in subsequent reporting periods489 489
Set-off of deferred tax liabilities pursuant to NZ IAS 12
Set-off of deferred tax liabilities pursuant to NZ IAS 12
Deferredtaxisaccountedforusingthecomprehensivebalancesheetliabilitymethodinrespectoftemporarydifferences
arisingfromdifferencesbetweenthecarryingamountofassetsandliabilitiesinthefinancialstatementsandthe
corresponding tax base of those items.
Deferredtaxassetsandliabilitiesarerecognisedfortemporarydifferencesatthetaxratesexpectedtoapplywhenthe
assetsarerecoveredorliabilitiessettled,basedonthetaxratesenactedorsubstantivelyenactedforeachjurisdiction.
Deferredtaxassetsarerecognisedtotheextentthatitisprobablethattaxableprofitswillbeavailableagainstwhich
deductibletemporarydifferencesorunusedtaxlossescanbeutilised.Suchassetsandliabilitiesarenotrecognisedifthe
temporarydifferencearisesfromgoodwillorfromtheinitialrecognition(otherthaninabusinesscombination)oftheother
assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Thebalanceoftheimputationaccountattheendoftheyearisdeterminedhavingadjustedforimputationcreditsthatwill
arisefromthepaymentofincometaxprovided;dividendsrecognisedasaliability;andthereceiptofdividendsrecognised
as receivables at the reporting date.
TheGroupimputationcreditaccountreflectstheimputationcreditsheldbytheCompanyastherepresentativememberof
the Group.
Currentanddeferredtaxbalancesattributabletoamountsrecogniseddirectlyinequityarealsorecogniseddirectlyin
equity.
Deferredtaxliabilitiesof$946,000havenotbeenrecognisedinrespectoftemporarydifferencesassociatedwith
investments in subsidiaries (2016: liabilities of $166,000).
Recognitionofdeferredtaxassetsisakeyareaofjudgement.Managementexpectstoutilisethetaxlossesagainst
future profits over the next 4 years.
21
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
11SEGMENTAL REPORTING
$ thousands
New ZealandPacific Islands
Other (Holding
companies &
eliminations)Total
Year Ended 30 September 2017
Revenue
Net operating revenue
222,117 44,816 665 267,598
Total revenue
222,117 44,816 665 267,598
Earnings before interest, tax,
depreciation and amortisation
(15,648)12,688 6,223 3,263
Interest expense
- - (835)(835)
Depreciation and amortisation
(1,529)(521)(6,377)(8,427)
Profit (Loss) before income tax
(17,177)12,167 (989)(5,999)
Income tax credit (expense)
2,470 (4,958)487 (2,001)
Profit (Loss) for the year
(14,707)7,209 (502)(8,000)
Total assets 30 September 2017481,532 82,664 75,270 639,466
Total liabilities 30 September 2017335,602 54,483 33,637 423,722
819 295 12,059 13,173
Year Ended 30 September 2016
Revenue
Net operating revenue
218,992 45,765 1,488 266,245
Total revenue
218,992 45,765 1,488 266,245
Earnings before interest, tax,
depreciation and amortisation
(12,577)9,617 (17,078)(20,038)
Depreciation and amortisation
(2,076)(379)(3,933)(6,388)
Profit (Loss) before income tax
(14,653)9,238 (21,011)(26,426)
Income tax credit (expense)
2,760 (3,729)5,880 4,911
Profit (Loss) for the year
(11,893)5,509 (15,131)(21,515)
Total assets 30 September 2016479,420 79,104 81,757 640,281
Total liabilities 30 September 2016360,613 51,981 3,735 416,329
481 1,523 7,553 9,557
Description of segments and other segment information
TheGroupdoesnotderiverevenuefromanyindividualorentitythatrepresents10%ormoreoftheGroup'stotal
revenue.
Acquisition of property plant and equipment and
intangibles
Acquisition of property plant and equipment and
intangibles
Anoperatingsegmentisagroupofassetsandoperationsengagedinprovidingproductsorservicesthataresubjectto
risks and returns that are different to those of other operating segments.
Operatingsegmentsarereportedinamannerconsistentwiththeinternalreportingprovidedtothechiefoperating
decision-makerwhoreviewstheoperatingresultsonaregularbasisandmakesdecisionsonresourceallocationand
assessing performance. The chief operating decision-maker has been identified as the Company’s Board of Directors.
TheNewZealandsegmentcomprisedgeneralinsurancebusinesswritteninNewZealand.ThePacificIslandssegment
includesgeneralinsurancebusinesswithcustomersinthePacificIslandswrittenbyTowerInsuranceLimited
subsidiaries and branch operations. Other includes head office expenses, financing costs and eliminations.
Tower Group operates predominantly in two geographical segments, New Zealand and the Pacific region.
22
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
12
$ thousands20172016
Cash at bank and in hand21,981 25,792
Deposits at call76,689 60,932
Restricted cash4,206 5,504
102,876 92,228
13
$ thousands20172016
Loss for the year(8,000)(21,515)
Add (less) non-cash items
Depreciation of property, plant and equipment2,032 2,438
Amortisation of software6,395 3,950
Impairment of software - 19,649
Unrealised (gain) loss on financial assets(1,837)4,350
Movement on disposal of property, plant and equipment(42)(43)
Change in deferred tax(3,024)(10,560)
3,524 19,784
Change in receivables(7,653)1,984
Change in payables(21,537)(11,614)
Change in taxation116 1,051
(29,074)(8,579)
Add (less) other items classified as investing / financing activities
Financing costs778 -
778 -
(32,772)(10,310)
CASH AND CASH EQUIVALENTS
Add (less) movements in working capital (excluding the effects of
exchange differences on consolidation)
Net cash inflows (outflows) from operating activities
Total cash and cash equivalents
Cashandcashequivalentsincludescashonhandanddepositsheldatcallwithfinancialinstitutions,othershort-term,
highlyliquidinvestmentsthatarereadilyconvertibletoknownamountsofcashandwhicharesubjecttoaninsignificant
risk of changes in value, and bank overdrafts.
Theeffectiveinterestrateat30September2017fordepositsatcallis2.60%(2016:2.60%).Therewasnooffsetting
within cash and cash equivalents (2016: nil).
TowerisapartytotheCanterburyEarthquakeSharedPropertyProcess–InsurerContract(SPP)whichsetsout
obligationsforinsurersandappointsaleadinsurertoactonbehalfofotherinsurerswithrespecttotherepairandrebuild
ofsharedproperties(knownasmulti-units).AsleadinsureronCanterburymulti-unitrepairsorrebuilds,Towerreceives
cashfromotherinsurancecompaniesassettlementoftheirobligationsunderbuildingcontractscoveredwithintheSPP.
Tower separately holds this cash on behalf of other insurers in a segregated bank account.
At30September,Towerwasholding$4.2million(2016:$5.5million)cashinrespectofmulti-unitclaimsasleadinsurer
onCanterburyclaims.ThisisrecognisedwithinCashandcashequivalentsonthebalancesheet.Relatedtothisare
correspondingamountsbeing$1.6million(2016:$2.7million)recordedwithinInsuranceliabilitiesforTower’sportionof
multi-unitoutstandingclaims;and$2.6million(2016:$2.8million)recordedwithinPayablesasheldonbehalfofother
insurers in respect of SPP claims.
RECONCILIATION OF LOSS FOR THE PERIOD TO NET CASH FLOWS FROM OPERATING ACTIVITIES
23
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
14RECEIVABLES
$ thousands20172016
Reinsurance recovery receivables
63,947 68,406
Outstanding premiums and trade receivables
127,319 125,855
Other
70,109 60,424
Total receivables
261,375254,685
Analysed as
Current
192,466 173,613
Non current
68,909 81,072
Total receivables
261,375 254,685
Outstanding premiums and trade receivables128,124 127,605
Allowance for credit losses and impairment
(805)(1,750)
127,319 125,855
Opening balance(1,750)(2,057)
Provisions added during the year(41)(45)
Provisions released during the year978 224
Foreign exchange movements8 128
Closing balance(805)(1,750)
Assets arising from reinsurance contracts
Tradeandotherreceivables,includingEQCreinsurancerecoveries,areincludedincurrentassetsexceptforthosewith
maturities greater than 12 months after the reporting date, which are classified as non-current assets.
Assetsarisingfromreinsurancecontractsarealsodeterminedusingtheabovemethods.Inaddition,therecoverabilityof
theseassetsisassessedonaperiodicbasistoensurethatthebalanceisreflectiveoftheamountsthatwillultimatelybe
received,takingintoconsiderationfactorssuchascounterpartyandcreditrisk.Impairmentisrecognisedwherethereis
objective evidence that the Group may not receive amounts due to it and these amounts can be reliably measured.
Outstandingpremiumsandtradereceivablesarepresentednetofallowanceforcreditlossesandimpairment.Thetables
belowincludereconciliationsofoutstandingpremiumsandtradereceivables,togetherwiththeprovisionforcancellation
at the reporting date.
Tradeandotherreceivablesarerecognisedinitiallyatfairvalueandsubsequentlymeasuredatamortisedcost,less
provision for impairment.
Collectabilityoftradereceivablesisreviewedonanon-goingbasis.Theallowanceforcreditlossesandimpairmentin
relationtotradereceivablesisprovidedforbasedonestimatedrecoverableamountsdeterminedbyreferencetocurrent
customercircumstancesandpastdefaultexperience.IndeterminingtherecoverabilityofatradereceivabletheGroup
considersanychangeinthecreditqualityofthetradereceivablefromthedatethecreditwasinitiallygranteduptothe
reportingdate.TheGrouphasprovidedfullyforreceivablesover120dayspastdue.Tradereceivablesbetween60and
120 days past due are provided for based on estimated irrecoverable amounts.
24
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
14RECEIVABLES (continued)
Earthquake Commission Receivables
Kaikoura Region Earthquake
Canterbury Earthquakes
Reinsurance Contract in Dispute
TowerispartytoanarbitrationprocesswithPeakReregardinganAdverseDevelopmentCover(ADC)policyenteredinto
in2015withtherecoveryvaluedat$43.75million.CurrentlyToweranticipatesthearbitrationwilltakeplaceinMarch
2018withadecisionbymid-2018.Towerremainsconfidentthatitwillbesuccessfulbutboththeprocessandthehearing
holdriskandcollectionoftheowedamountisnotcertain.Anadverseoutcomecouldleadtoanilrecoveryduetothe
binary nature of the process.
TheADCprovidesforrecoveryofclaimscostontheFebruary2011earthquake.ThemaximumvalueoftheADC
recoveryis$43.75millionwhichhasbeenfullyrecognisedinthecalculationofTower'snetclaimsexpenseinrespectof
the Canterbury earthquakes (refer to Note 8).
Otherreceivablesincludeanamountof$65.1millionduefromEQCforlanddamageandbuildingcostsrelatingtothe
Canterbury earthquake provisions as disclosed in Note 8.
InDecember2016TowerInsuranceLimited,alongwithotherprivateinsurers,signedaMemorandumofUnderstanding
(MOU)withEQCwherebyprivateinsurersactasagentsfortheCrownagencyinrelationtotheKaikouraregion
earthquake.Undertheagreement,Towerdirectlylodges,assessesandsettleshomeandcontentsclaimsarisingfrom
the14November2016earthquakeintheKaikouraregion,includingclaimsunderEQC's$100,000capforhouseclaims
and$15,000capforcontentsclaims.ClaimsfromearlierearthquakesintheCanterburyregionwhicharestillopenor
unresolvedarenotpartofthisagreementwithEQC.TheagreementwithEQCprovidesforprivateinsurerstoget
reimbursedforclaimcosts,includingcostsofsettlementandhandling.At30September2017,theamountduefromEQC
for reimbursement of claims handling expenses and claims paid in relation to the Kaikoura event is $1.3 million (2016: nil).
ToweracknowledgesthattheEQCrecoveriesrelatingtoCanterburyearthquakesareanareaofsignificantaccounting
estimationandjudgement,includingearthquakeeventallocation,litigationriskfactorsandotheractuarialassumptions
discussed in Note 8.
TowerestimatesthegrossamountreceivableduefromEQCissignificantlyhigherthanthe$65.1million,buthasadopted
thisamount,whichistheactuarialvaluationoftheAppointedActuary.Themethodbywhichtheactuarialvaluationis
completedrecognisestheinherentriskanduncertaintywithrecoveryofthefullgrossamount.Anamountof$17.7million
(2016:$20.7million)willbepayabletoreinsurersonreceiptfromEQCofthesebalances.Theamountpayableto
reinsurers may vary depending on the balance collected from EQC.
25
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
15INTANGIBLE ASSETS
$ thousands
GoodwillAcquired
Internally
developed
Under
developmentTotal
Year Ended 30 September 2017
Cost:
Opening balance17,744 5,020 31,305 4,554 58,623
Additions - 82 5,740 6,237 12,059
Disposals - (6) - (17)(23)
Transfers - - - (5,822)(5,822)
Foreign exchange movements - 1 - - 1
- - - (468)(468)
Closing balance17,744 5,097 37,045 4,484 64,370
Accumulated amortisation:
Opening balance - (4,265)(22,376) - (26,641)
Amortisation charge - (235)(6,160) - (6,395)
Foreign exchange movements - (1)1 - -
Closing balance - (4,501)(28,535) - (33,036)
Net book value
At cost17,744 5,097 37,045 4,484 64,370
Accumulated amortisation - (4,501)(28,535) - (33,036)
Closing net book value17,744 596 8,510 4,484 31,334
Year Ended 30 September 2016
Cost:
Opening balance17,744 4,223 34,861 14,279 71,107
Additions - 846 339 7,070 8,255
Disposals - (39) - - (39)
Transfers - - - (339)(339)
- - - (702)(702)
Foreign exchange movements - (10) - - (10)
Impairment expense - - (3,895)(15,754)(19,649)
Closing balance17,744 5,020 31,305 4,554 58,623
Accumulated amortisation:
Opening balance - (4,047)(18,687) - (22,734)
Amortisation charge - (261)(3,689) - (3,950)
Amortisation on disposals - 40 - - 40
Foreign exchange movements - 3 - - 3
Closing balance - (4,265)(22,376) - (26,641)
Net book value
At cost17,744 5,020 31,305 4,554 58,623
Accumulated amortisation - (4,265)(22,376) - (26,641)
Closing net book value17,744 755 8,929 4,554 31,982
Transfers to Property, plant and
equipment
Software
Transfers to Property, plant and
equipment
26
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
15INTANGIBLE ASSETS (continued)
SOFTWARE
General use computer software
3-5 years
Core operating system software
3-10 years
IMPAIRMENT OF SOFTWARE
GOODWILL
IMPAIRMENT TESTING FOR GOODWILL
$ thousands20172016
Carrying amount of goodwill17,744 17,744
Goodwillissubjecttoimpairmenttestingatthecash-generatingunitleveleverysixmonths.Noimpairmentlosshas
been recognised in 2017 as a result of the impairment review (2016: Nil).
Goodwillacquiredinabusinesscombinationisinitiallymeasuredatcostbeingtheexcessofthecostofthe
businesscombinationovertheGroup'sinterestinthefairvalueoftheidentifiableassets,liabilitiesandcontingent
liabilitiesoftheentityacquired,atthedateofacquisition.Followinginitialrecognition,goodwillonacquisitionofa
businesscombinationisnotamortisedbutistestedforimpairmentbi-annuallyormorefrequentlyifeventsor
changes in circumstances indicate that the carrying value may be impaired.
Forthepurposeofimpairmenttesting,goodwillacquiredinabusinesscombinationis,fromtheacquisitiondate,
allocatedtoeachoftheGroup’scashgeneratingunits,orgroupsofcashgeneratingunits,thatareexpectedto
benefitfromthesynergiesofthecombination,irrespectiveofwhetherotherassetsorliabilitiesoftheacquireeare
assigned to those units or groups of units.
Any impairment is recognised immediately in the income statement.
Ondisposalofanentitythecarryingvalueofanyassociatedgoodwillisincludedinthecalculationofthegainor
loss on sale.
GoodwillisallocatedtotheNewZealandgeneralinsurancecashgeneratingunit.Thecarryingamountofgoodwill
allocated to the cash generating unit is shown below:
Impairment of goodwill is a key area of judgement.
Internallygeneratedintangibleassetsarerecordedatcostwhichincludesallthedirectlyattributablecosts
necessarytocreate,produceandpreparetheassetcapableofoperatinginthemannerintendedbymanagement.
Amortisationofinternallygeneratedintangibleassetsbeginswhentheassetisavailableforuseandisamortisedon
a straight line basis over the estimated useful life.
Applicationsoftwareisrecordedatcostlessaccumulatedamortisationandimpairment.Amortisationischargedon
a straight line basis over the estimated useful life of the software.
TheGrouphasreviewedthecarryingvalueofsoftwareintangibleassets(bothinternallydevelopedandunder
development)forindicatorsofimpairmentasat30September2017.Assessmentofimpairmentindicatorsincluded
reviewingthetechnicalfeasibilityofcompletingthesoftwaredevelopmentsoitwouldbeavailableforuse;the
intentiontocompletethesoftwaredevelopment;andwhetherthesoftwarewouldgenerateprobablefuture
economic benefits.
Thereviewwasundertakeninlightofexpectationsforfuturetechnologyplatformsrequiredtosupportgrowthinthe
NewZealandandPacificinsurancebusinesses.TheDirectorsconcludedthatnoimpairmentofsoftwareintangible
assets was required as at 30 September 2017.
Followingtheimpairmentreviewin2016,theGroupreducedtheestimatedusefuleconomiclifeandamortisation
periodofthecoreoperatingsystemsoftwareto3yearsfrom1April2016.Thisincreasedtheannualamortisation
by $844,000.
The determination of estimated useful economic life is a key area of judgement.
Animpairmentchargeof$19.65millionwasrecordedat31March2016,andwasrecognisedinthe30September
2016 financial statements relating to Internally developed software and Software under development categories.
27
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
15INTANGIBLE ASSETS (continued)
IMPAIRMENT REVIEW METHOD
SENSITIVITY TO CHANGES IN ASSUMPTIONS
16
DEFERRED ACQUISITION COSTS
$ thousandsNote20172016
Balance at the beginning of year19,973 20,277
Acquisition costs during the year20,961 19,973
Current period amortisation(19,973)(20,277)
Total deferred acquisition costs20,96119,973
Analysed as:
Current20,961 19,973
Non-current - -
Total deferred acquisition costs20,96119,973
Managementconsidersthattherecoverableamountfromthegeneralinsurancebusiness,asdeterminedbythe
appraisal value, will exceed the carrying value under a reasonable range of adverse scenarios.
Acquisitioncostsincurredinobtaininggeneralinsurancecontractsaredeferredandrecognisedasassetswhere
theycanbereliablymeasuredandwhereitisprobablethattheywillgiverisetopremiumrevenuethatwillbe
recognised in subsequent reporting periods.
Deferredacquisitioncostsareamortisedsystematicallyinaccordancewiththeexpectedpatternoftheincidenceof
riskunderthegeneralinsurancecontractstowhichtheyrelate.Thispatternofamortisationcorrespondstothe
earning pattern of the corresponding premium revenue.
Therecoverableamountofthegeneralinsurancebusinesshasbeenassessedwithreferencetoitsappraisalvalue
todetermineitsvalueinuse.Abasediscountrateof14%wasusedinthecalculation(2016:14%).Other
assumptionsusedareconsistentwiththeactuarialassumptionsinNote27inrespectofTowerInsurance.The
cashflowswereprojectedovertheexpectedlifeofthepolicies.Theprojectedcashflowsaredeterminedbasedon
pastperformanceandmanagement'sexpectationsformarketdevelopmentswithaterminalgrowthrateof2%
(2016: 2%).
28
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
17
PROPERTY, PLANT AND EQUIPMENT
$ thousands
Land and
buildings
Office
equipment and
furnitureMotor vehicles
Computer
equipment
Total
For the Year Ended 30 September 2017
Cost
Opening balance
2,710 7,481 1,277 14,038 25,506
Additions
- 291 69 754 1,114
Revaluations
247 - - - 247
Disposals
(27)(74)(231)(19)(351)
Foreign exchange movements
29 17 7 (9)44
Closing balance
2,9597,715 1,122 14,76426,560
Accumulated depreciation
Opening balance
- (2,004)(930)(13,061)(15,995)
Depreciation
- (928)(93)(1,011)(2,032)
Disposals
- 57 188 16 261
Foreign exchange movements
- (5)(2)(7)(14)
Closing balance
-(2,880)(837)(14,063)(17,780)
Closing balance
Cost / revaluation
2,959 7,715 1,122 14,764 26,560
Accumulated depreciation
- (2,880)(837)(14,063)(17,780)
Net book value
2,959 4,835 285 701 8,780
For the Year Ended 30 September 2016
Cost
Opening balance
2,754 6,749 1,396 13,597 24,496
Additions
- 1,182 203 619 2,004
Revaluations
181 - - - 181
Disposals
- (85)(122)(33)(240)
Foreign exchange movements
(225)(365)(200)(145)(935)
Closing balance
2,7107,481 1,277 14,03825,506
Accumulated depreciation
Opening balance
- (1,513)(1,022)(11,740)(14,275)
Depreciation
- (840)(170)(1,428)(2,438)
Disposals
- 82 124 7 213
Foreign exchange movements
- 267 138 100 505
Closing balance
-(2,004)(930)(13,061)(15,995)
Closing balance
Cost / revaluation
2,710 7,481 1,277 14,038 25,506
Accumulated depreciation
- (2,004)(930)(13,061)(15,995)
Net book value
2,710 5,477 347 977 9,511
29
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
17PROPERTY, PLANT AND EQUIPMENT (continued)
Property, plant and equipment
Land and buildings
Depreciation
Computer equipment3-5 years
Furniture & fittings5-9 years
Motor Vehicles5 years
Buildings50-100 years
Leasehold property improvements3-12 years
Property,plantandequipmentisinitiallyrecordedatcostincludingtransactioncostsandsubsequentlymeasuredatcost
less any accumulated depreciation and impairment losses.
Landandbuildingsareshownatfairvalue,basedonperiodicvaluationsbyexternalindependentappraisersless
subsequentdepreciationforbuildings.Anyaccumulateddepreciationatthedateofrevaluationiseliminatedagainstthe
gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.
Depreciationiscalculatedusingthestraightlinemethodtoallocatetheassets'costorrevaluedamounts,netofany
residualamounts,overtheirusefullives.Theassets'usefullivesarereviewedandadjustedifappropriateateachbalance
date.Anasset'scarryingamountiswrittendownimmediatelytoitsrecoverableamountifitisconsideredthatthe
carrying amount is greater than its recoverable amount.
LandandbuildingsarelocatedinFijiandarestatedatfairvalue.Fairvalueisdeterminedusinganincomeapproach
wherebyfuturerentalstreamsarecapitalisedatarateappropriateforthetypeofpropertyandleasearrangement.This
valueisthenadjustedtotakeintoaccountrecentmarketactivity.Valuationwasperformedasat30August2017byRolle
Associates,registeredvaluersinFiji.Therehasbeennomaterialmovementinthevaluationbetween30August2017
and30September2017.InputstothevaluationoftheFijipropertyareconsideredtobebasedonnon-observablemarket
data,thusclassifiedaslevel3inthefairvaluehierarchy.Inputsincludegrossrentalspersquaremeterofsimilarproperty
in the Suva area, recent comparable sales of commercial property in Suva and a capitalisation rate of 7.0% (2016: 7.0%).
Hadlandandbuildingsbeenrecognisedunderthecostmodelthecarryingamountwouldhavebeen$1,145,000(2016:
$1,145,000).Therevaluationsurplusfortheperiodisrecordedinothercomprehensiveincomeandhasnorestrictionson
the distribution of the balance to shareholders.
30
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
18PAYABLES
$ thousandsNote20172016
Trade payables
16,479 16,125
Reinsurance payables
4,063 4,445
Payable to other insurers
2,590 2,798
Other payables
27,992 26,132
Total payables
51,12449,500
Analysed as:
Current
51,124 49,500
Non current
- -
Total payables
51,124 49,500
19PROVISIONS
$ thousandsNote20172016
Employee benefits
5,773 4,177
Total provisions
5,7734,177
Analysed as:
Current
5,592 4,037
Non current
181 140
Total provisions
5,773 4,177
Provisionismadeforemployeeentitlementsforservicesrendereduptothebalancedate.Thisincludessalaries,wages,
bonuses,annualleaveandlongserviceleave.Liabilitiesarisinginrespectofemployeeentitlementsexpectedtobe
settledwithin12monthsofthereportingdatearemeasuredattheirnominalamounts.Allotheremployeeentitlements
aremeasuredatthepresentvalueoftheestimatedfuturecashoutflowstobemadeinrespectofservicesprovidedupto
thebalancedate.Indeterminingthepresentvalueoffuturecashoutflows,discountratesusedarebasedontheinterest
rates attaching to government securities which have terms to maturity approximating the terms of the related liability.
TheseamountsrepresentliabilitiesforgoodsandservicesprovidedtotheGrouppriortotheendofthefinancialyear
whichareunsettled.Payablesarerecognisedinitiallyatfairvaluelesstransactioncostsandsubsequentlymeasuredat
amortised cost using the effective interest method.
TowerInsuranceisapartytotheSharedPropertyProcess–InsurerContract(SPP)whichsetsoutobligationsfor
insurersandappointsaleadinsurertoactonbehalfofotherinsurerswithrespecttotherepairandrebuildofshared
properties(knownasmulti-units).Asleadinsureronmulti-unitrepairsorrebuilds,TowerInsurancereceivescashfrom
otherinsurancecompaniesassettlementoftheirobligationsunderbuildingcontractscoveredwithintheSPP.Tower
InsurancehasrecordedamountsreceivedfromotherinsurersasaPayable,recognisingthesefundsarerestrictedinuse.
FundscanonlybeappliedtotherebuildorrepairofpropertieswithintheSPPthatTowerInsuranceisleadinsurerfor.
Tower Insurance holds this cash on behalf of other insurers in a segregated bank account.
At30September2017therewas$2.6million(2016:$2.8million)recordedwithinPayablesasfundsheldonbehalfof
otherinsurersinrespectofSPPclaims.ReferalsotoNote12forfurtherdetailsoncashheldinrespectofmulti-unit
claims as lead insurer.
ProvisionsareonlyrecognisedwhentheGrouphasapresentlegalorconstructiveobligationasaresultofapastevent
ordecision,anditismorelikelythannotthatanoutflowofresourceswillberequiredtosettletheobligation.Provisions
are recognised as the best estimate of future cash flows discounted to present value where the effect is material.
31
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
20INSURANCE LIABILITIES
$ thousandsNote20172016
Unearned premiums
154,848 150,807
Outstanding claims
171,156 210,202
Additional risk margin
10,000 -
Total insurance liabilities
336,004 361,009
Analysed as
Current
297,190 291,845
Non current
38,814 69,164
Total insurance liabilities
336,004 361,009
Opening balance150,807 155,677
Premiums written
296,855 288,537
Premiums earned
(292,153)(293,911)
Foreign exchange movements
(661)504
Closing balance
154,848 150,807
21DISTRIBUTIONS TO SHAREHOLDERS
DIVIDEND PAYMENTS
RETURN OF CAPITAL
The table below includes the reconciliation of the unearned premiums as at the reporting date:
Outstandingclaimsaremeasuredatthecentralestimateofthepresentvalueofexpectedfuturepaymentsafterallowing
forinflationanddiscountedattheriskfreerate.Inadditionariskmarginisaddedtotheclaimsprovisiontorecognisethe
inherent uncertainty of the central estimate and to ensure provision is at least at 75% probability of sufficiency.
There were no Tower Limited dividend payments during the year ended 30 September 2017.
In 2015 the Company commenced on market share buyback of up to $34 million. Capital of $2.4 million was bought back
in the half year to 31 March 2016.
Theexpectedfuturepaymentsincludethoseinrelationtoclaimsreportedbutnotyetpaid,claimsincurredbutnotyet
reported(IBNR),claimsincurredbutnotenoughreported(IBNER)andanticipatedclaimshandlingcosts.Claimshandling
costsincludecoststhatcanbeassociateddirectlywithindividualclaims,suchaslegalandotherprofessionalfees,and
costs that can only be indirectly associated with individual claims, such as claims administration costs.
Provision has been made for the estimate of claim recoveries from third parties.
Liabilityadequacytestingisperformedinordertorecogniseanydeficienciesintheincomestatementarisingfromthe
carryingamountoftheunearnedpremiumliabilitylessanyrelateddeferredacquisitioncostsandintangibleassetsnot
meetingtheestimatedfutureclaimsundercurrentinsuranceconditions.Liabilityadequacytestingisperformedata
portfolio level of contracts that are subject to broadly similar risks and are managed together as a single portfolio.
Thefinaldividendforthe2015financialyearof7.5centspersharewaspaidon3February2016.Thetotalamountpaid
was$12,687,553.TherewerenoimputationcreditsattachedtothedividendandtheDividendReinvestmentPlanwasnot
offered.
On24May2016theDirectorsannouncedthevoluntaryon-marketsharebuybackwouldstopwithimmediateeffect.
Consequently there was no on-market share buyback during the year ended 30 September 2017.
Theinterimdividendforthe2016financialyearof8.5centspersharewaspaidon30June2016.Thetotalamountpaid
was$14,336,340.TherewerenoimputationcreditsattachedtothedividendandtheDividendReinvestmentPlanwasnot
offered.
There was no return of capital during the year ended 30 September 2017.
Refer to Note 8 for further details on the additional risk margin.
32
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
22BORROWINGS
$ thousands
Currency
Interest
Rate
Rollover Date
(drawn) /
Maturity Date
(undrawn)Face Value
Unamortised
CostsCarrying ValueFair Value
As at 30 September 2017
Bank facilities (drawn)NZD4.505%13-Nov-17
30,000 (79)29,921 29,921
Bank facilities (undrawn)NZDVariable9-Sep-19
20,000 - - -
Total borrowings
(79)29,921 29,921
As at 30 September 2016
Bank facilities (undrawn)NZDVariable9-Sep-19
50,000 - - -
Total borrowings
- - -
$ thousandsNote20172016
Analysed as
Current
29,921 -
Non current
- -
Total borrowings
29,921 -
STANDBY CREDIT FACILITY
COVENANTS
Feespaidontheestablishmentofloanfacilitiesarerecognisedastransactioncostsoftheloantotheextentthatitis
probablethatsomeorallofthefacilitywillbedrawndown.Thefeeiscapitalisedasapre-paymentforliquidity
services and amortised over the period of the facility to which it relates.
TheCompanyenteredintoacashadvancefacilitywithBankofNewZealandon7September2016.Thefacility
providesforanamountofupto$50.0millionthatcanbedrawnforgeneralcorporatepurposesoverathreeyearterm
and is subject to normal terms and conditions for a facility of this nature, including financial covenants.
InMay2017,theCompanyutilisedthecashadvancefacilityagreement.Anamountof$30.0millionwasdrawn(from
the available $50.0 million). Funds were used for new share capital within Tower Insurance Limited.
Allborrowingsareunsecuredandaresubjecttovariousfinancialcovenants.TheCompanyhasfullycompliedwithall
covenants during the year ended 30 September 2017.
Borrowingsarerecognisedinitiallyatfairvalue,netoftransactioncostsincurred.Subsequenttoinitialrecognition,
borrowingsaremeasuredatamortisedcostwithanydifferencebetweentheinitialrecognisedamountandthe
redemptionvaluebeingrecognisedintheincomestatementovertheperiodoftheborrowingsusingtheeffective
interest method.
33
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
23CONTRIBUTED EQUITY
$ thousands20172016
Ordinary share capital (fully paid)382,172 382,172
Total contributed equity382,172 382,172
Represented by:
Number of shares20172016
Ordinary shares (issued and fully paid)168,662,150 168,662,150
Movement in ordinary shares:
Opening balance168,662,150 169,983,470
Buyback of share capital
- (1,321,320)
Closing balance
168,662,150 168,662,150
24RESERVES
$ thousandsNote20172016
Foreign currency translation reserve (FCTR)
Opening balance(4,443)791
Currency translation differences arising during the year100 (5,234)
Closing balance(4,343)(4,443)
Separation Reserve
Opening balance(113,000)(113,000)
Closing balance(113,000)(113,000)
Asset revaluation reserve
Opening balance671 513
Gain on revaluation, net of deferred tax218 158
Closing balance889 671
Total reserves(116,454)(116,772)
OrdinarysharesissuedbytheGroupareclassifiedasequityandarerecognisedatfairvaluelessdirectissuecosts.All
shares rank equally with one vote attached to each share. There is no par value for each share.
Exchangedifferencesarisingontranslationofforeigncontrolledentitiesandnetinvestmentofaforeignentityaretakento
theforeigncurrencytranslationreserveasdescribedinNote1.Thereserveisrecognisedinprofitandlosswhenthenet
investment is disposed.
The asset revaluation reserve is used to recognise unrealised gains on the value of land and buildings above initial cost.
Theseparationreservewascreatedin2007atthetimeofthedemergeroftheNewZealandandAustralianbusinessesin
accordancewitharulingprovidedbytheAustralianTaxOffice(ATO).Itwillbecarriedforwardindefinitelyasanon-equity
reserve to meet the requirements of the ATO.
34
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
25NET ASSETS PER SHARE
$ dollars20172016
Net assets per share1.28 1.33
Net tangible assets per share0.90 0.96
$ thousands20172016
Net assets215,744 223,952
Less: deferred tax(32,405)(29,370)
Less: intangible assets(31,334)(31,982)
Net tangible assets152,005 162,600
26EARNINGS PER SHARE
There was no dilutive impact on basic earnings per share for 2017 (2016: nil).
$ thousands20172016
Loss attributable to shareholders(8,461)(22,328)
Number of shares20172016
168,662,150 169,069,382
Cents20172016
Basic and diluted (loss) earnings per share(5.02)(13.21)
Net assets per share represent the value of the Group’s total net assets divided by the number of ordinary shares on issue
attheperiodend.Nettangibleassetspersharerepresentthenetassetspershareadjustedfortheeffectofintangible
assets and deferred tax balances.
Weightedaveragenumberofordinarysharesforbasicanddilutedearningsper
share
Reconciliation to net tangible assets is provided below:
BasicearningspershareiscalculatedbydividingthenetprofitattributedtoshareholdersoftheCompany,excludingany
costsofservicingequityotherthanordinaryshares,bytheweightedaveragenumberofordinarysharesoutstanding
during the year.
DilutedearningspershareiscalculatedbydividingthenetprofitattributedtoshareholdersoftheCompanybythe
weightedaveragenumberofordinarysharesonissueduringtheyearadjustedfortheweightedaveragenumberof
ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
35
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
27INSURANCE BUSINESS DISCLOSURE
27ANET CLAIMS EXPENSE
$ thousands
Risks borne in
current year
Risks borne in
prior yearsTotal
Risks borne in
current year
Risks borne in
prior yearsTotal
Gross claims expense
Direct claims - undiscounted171,160 46,316 217,476 148,710 91,358 240,068
Movement in discount43 28 71 53 17 70
Total gross claims expense171,203 46,344 217,547 148,763 91,375 240,138
Reinsurance and other recoveries
(16,640)(13,354)(29,994)(12,094)(42,428)(54,522)
Movement in discount(1)(1)(2)(3)(1)(4)
Total reinsurance recoveries(16,641)(13,355)(29,996)(12,097)(42,429)(54,526)
Net claims expense154,562 32,989 187,551 136,666 48,946 185,612
27BOUTSTANDING CLAIMS
(a)Assumptions adopted in calculation of insurance liabilities
Rick Shaw, B.Sc. (Hons), FIAA, Appointed Actuary; and
Peter Davies, B.Bus.Sc, FIA, FNZSA.
Inflation rates varied from
Inflation rates for succeeding year
Inflation rates for following years
Discount rates varied from
Discount rates for succeeding year
Discount rates for following years
Claims handling expense ratio
Risk margin
2016
4.9% - 23.1%6.3% - 21.8%
Inadditiontotheriskmarginrangeshownabove,thetotalriskmarginalsoincludes$23,900,000,grossofreinsurance
(2016: $17,700,000) associated with the Canterbury earthquakes.
0.0% - 6.3%0.0% - 6.3%
0.0% - 6.3%0.0% - 6.3%
0.0% - 6.3%0.0% - 6.3%
20172016
Reinsurance and other recoveries -
undiscounted
Currentyearamountsrelatetorisksborneinthecurrentfinancialyear.Priorperiodamountsrelatetoareassessmentof
therisksborneinallpreviousfinancialyearsincludingthosearisingduetotheCanterburyearthquakes.RefertoNotes7
and 8.
3.1% - 39.1%0.0% - 56.4%
0.0% - 3.8%0.0% - 3.8%
0.0% - 3.8%0.0% - 3.8%
0.0% - 3.8%0.0% - 3.8%
The estimation of outstanding claims as at 30 September 2017 has been carried out by the following Actuaries:
TheNewZealandactuarialassessmentsareundertakeninaccordancewiththestandardsoftheNewZealandSocietyof
Actuaries,inparticularProfessionalStandardNo.30"ValuationsofGeneralInsuranceClaims".TheActuarieswere
satisfiedastothenature,sufficiencyandaccuracyofthedatausedtodeterminetheoutstandingclaimsliability.The
outstandingclaimsliabilityissetbytheActuariesatalevelthatisappropriateandsustainabletocovertheGroup'sclaims
obligations after having regard to the prevailing market environment and prudent industry practice.
The following assumptions have been made in determining net outstanding claims liabilities:
2017
36
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
27INSURANCE BUSINESS DISCLOSURE (continued)
Short tail claims within 1 year
Long tail claims in the Pacific Islands
Inwards reinsurance
Inflation rate
Discount rate
EQC recoveries
Apportionment
Claims handling expense
Risk margin
0.9 to 1.8 years
Theweightedaverageexpectedtermtosettlementofoutstandingclaims(exceptforCanterburyearthquakeclaims)based
on historical trends is:
Insurancecostsaresubjecttoinflationarypressures.Inflationassumptionsforallclassesofbusinessarebasedoncurrent
economic indicators for the relevant country.
Formotorandpropertyclasses,forexample,claimcostsarerelatedtotheinflationarypressuresofthematerialsand
goodsinsuredaswellaslabourcoststoeffectrepairs.Thesecostsareexpectedtoincreaseatalevelbetween
appropriate Consumer Price Index (CPI) indices and wage inflation.
Outstandingclaimliabilitiesarediscountedtopresentvalueusingariskfreeraterelevanttothetermoftheliabilityandthe
jurisdiction.
greater than 10 yearsgreater than 10 years
20172016
within 1 yearwithin 1 year
1.0 to 1.8 years
Riskmarginsarecalculatedbyjurisdiction.Theriskmarginforallclasseswhenaggregatedislessthanthesumofthe
individualriskmargins.Thisreflectsthebenefitofdiversification.Themeasureoftheparameterusedtoderivethe
diversificationbenefitisreferredtoascorrelation,whichisadoptedwithregardtoindustryanalysis,historicalexperience
and actuarial judgement.
Theriskmarginsappliedtofutureclaimspaymentsaredeterminedwiththeobjectiveofachieving75%probabilityof
sufficiency for both the outstanding claims liability and the unexpired risk liability.
For each claim to which additional EQC recoveries relate, Tower has allocated recoverable amounts according to the
quality of information and evidence available. Claims with primary evidence (e.g. independent expert documentation) have
been assessed as having a strong position for recovery. Claims with non-primary evidence (e.g. general documentation
like post code analysis or adjacent locations) will have a lower likelihood of recovery.
TowerassessesclaimsandapportionsdamagebetweenCanterburyearthquakeeventsonanindividualpropertybasis.
Theallocationprocessusesahierarchicalapproachbasedontherelativequalityandnumberofclaimassessments
completedaftereachofthefourmainearthquakes.Resultsfromthehierarchicalapproachareusedasaninputtothe
actuarial valuations which estimate the ultimate claims costs.
Theestimateofoutstandingclaimliabilitiesincorporatesanallowanceforthefuturecostofadministeringtheclaims.This
allowance is determined after analysing historical claim related expenses incurred by the classes of business.
Theoutstandingclaimliabilitiesalsoincludeariskmarginthatrelatestotheinherentuncertaintyinthecentralestimateof
the future payments.
Riskmarginsaredeterminedonabasisthatreflectsthebusiness.Regardisgiventotherobustnessofthevaluation
models,thereliabilityandvolumeofavailabledata,pastexperienceoftheinsurerandtheindustry,andthecharacteristics
of the classes of business written.
Uncertaintyinclaimsisrepresentedasavolatilitymeasureinrelationtothecentralestimate.Thevolatilitymeasureis
derivedafterconsiderationofstatisticalmodellingandbenchmarkingtoindustryanalysis.Themeasureofthevolatilityis
referredtoasthecoefficientofvariation(CoV),definedasthestandarddeviationofthedistributionoffuturecashflows
divided by the mean.
37
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
27INSURANCE BUSINESS DISCLOSURE (continued)
The following analysis is in respect of the insurance liabilities:
$ thousandsNote20172016
133,898 129,058
Risk margin27,885 14,663
Claims handling costs3,914 4,177
165,697 147,898
Discount(270)(201)
Net outstanding claims165,427 147,697
Reconciliation of movements in discounted outstanding claim liabilities
$ thousands
GrossReinsuranceNet
GrossReinsuranceNet
Balance brought forward210,202 (62,505)147,697 220,200 (65,914)154,286
(553)98 (455)699 3 702
217,547 (29,996)187,551 240,138 (54,526)185,612
(246,040)76,674 (169,366)(250,835)57,932 (192,903)
Total outstanding claims181,156 (15,729)165,427 210,202 (62,505)147,697
Reconciliation of movements in undiscounted claims to outstanding claim liabilities
$ thousands
GrossReinsuranceNet
GrossReinsuranceNet
1,968 (367)1,601 1,731 (90)1,641
Discount60 - 60 (13)2 (11)
Outstanding claims2,028 (367)1,661 1,718 (88)1,630
Short tail outstanding claims163,766 146,067
Total outstanding claims165,427 147,697
(b)Sensitivity analysis
Centralestimateofexpectedpresentvalueoffuturepayments
for claims incurred
TheGroup'sinsurancebusinessisgenerallyshorttailinnature.Keysensitivitiesrelatetothevolumeofclaims,inparticular
for significant events such as earthquakes or extreme weather.
TheGrouphasexposuretohistoricalinwardsreinsurancebusinesswhichisinrunoff.Whilethisbusinessisnotmaterial,it
issensitivetoclaimsexperience,timingofclaimsandchangesinassumptions.Movementinthesevariablesdoesnot
have a material impact on the performance and equity of the Group.
20172016
Effect of change in foreign
exchange rates
Incurred claims recognised in the
income statement
Claim (payment) recoveries during
the year
Outstanding claims undiscounted
20172016
38
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
27INSURANCE BUSINESS DISCLOSURE (continued)
(c)Future net cash out flows
$ thousandsNote20172016
Expected claim payments
50,622 39,580
3 to 6 months32,137 22,255
6 to 12 months43,064 19,234
After 12 months39,604 66,628
Total outstanding claim liabilities165,427 147,697
27CRISK MANAGEMENT POLICIES AND PROCEDURES
(a)Objectives in managing risks arising from insurance contracts and policies for mitigating those risks
-
-
-
(b)Concentration of insurance risk
RiskSource of concentrationRisk management measures
the use of reinsurance to limit the Group's exposure to individual catastrophic risks.
The following table shows the expected run-off pattern of net outstanding claims:
Within 3 months
An accumulation of risks arising from
a natural peril
Insured property concentrations Accumulation risk modelling, reinsurance
protection
A large property lossFire or collapse affecting one building
or a group of adjacent buildings
Maximum acceptance limits, property risk
grading, reinsurance protection
Thefinancialconditionandoperationsoftheinsurancebusinessareaffectedbyanumberofkeyrisksincludinginsurance
risk,interestraterisk,currencyrisk,marketrisk,financialrisk,compliancerisk,fiscalriskandoperationalrisk,(refertoNote
29). Notes on the policies and procedures employed in managing these risks in the insurance business are set out below.
Theriskmanagementactivitiesincludeprudentunderwriting,pricing,andmanagementofrisk,togetherwithclaims
management,reservingandinvestmentmanagement.Theobjectiveofthesedisciplinesistoenhancethefinancial
performanceoftheinsuranceoperationsandtoensuresoundbusinesspracticesareinplaceforunderwritingrisksand
claims management.
The key policies in place to mitigate risks arising from writing insurance contracts include:
comprehensivemanagementinformationsystemsandactuarialmodelsusinghistoricalinformationtocalculate
premiums and monitor claims;
monitoring natural disasters such as earthquakes, floods, storms and other catastrophes using models; and
39
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
27INSURANCE BUSINESS DISCLOSURE (continued)
(c)Development of claims
Ultimate claims cost estimatePrior2013
2014201520162017
Total
At end of incident year113,839 123,816 138,878 137,220 154,562
One year later117,277 124,667 138,720 145,970
Two years later116,819 125,502 138,851
Three years later117,862 125,408
Four years later142,015
142,015 125,408 138,851 145,970 154,562
Cumulative payments
(141,740)(125,125)(138,094)(139,064)(119,644)
90,759 275 283 757 6,906 34,918 133,898
Discount to present value(3)(3)(11)(8)(19)(226)(270)
Discounted central estimate90,756 272 272 749 6,887 34,692 133,628
Claims handling expense3,914
Risk margin27,885
Net outstanding claim liabilities165,427
15,729
Gross outstanding claim liabilities181,156
27DLIABILITY ADEQUACY TEST
%
Central estimate claim % of premium
Risk margin
Liabilityadequacytestsareperformedtodeterminewhethertheunearnedpremiumliabilityissufficienttocoverthe
presentvalueoftheexpectedcashflowsarisingfromrightsandobligationsundercurrentinsurancecontracts,plus
anadditionalriskmargintoreflecttheinherentuncertaintyinthecentralestimate.Thefuturecashflowsarefuture
claims, associated claims handling costs and other administration costs relating to the business.
Iftheunearnedpremiumliabilitylessrelateddeferredacquisitioncostsexceedsthepresentvalueofexpected
futurecashflowsplusadditionalriskmarginthentheunearnedpremiumliabilityisdeemedtobeadequate.The
riskmarginsappliedtofutureclaimsweredeterminedwiththeobjectiveofachievingatleast75%probabilityof
sufficiencyoftheunexpiredriskliabilityusingthemethodologydescribedabove.Theunearnedpremiumliabilities
as at 30 September 2017 were sufficient (2016: sufficient).
Thefollowingtableshowsthedevelopmentofnetoutstandingclaimsrelativetothecurrentestimateofultimate
claims costs for the five most recent years:
$ thousands
Current estimate of ultimate
claims cost
Undiscounted central estimate
Reinsurance recoveries on
outstanding claim liabilities and
other recoveries
20172016
41.2%45.3%
12.0%9.3%
40
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
27INSURANCE BUSINESS DISCLOSURE (continued)
27EINSURER FINANCIAL STRENGTH RATING
27FREINSURANCE PROGRAMME
27GSOLVENCY REQUIREMENTS
UnauditedUnauditedAuditedAudited
$ thousands2017201620172016
Actual solvency capital149,317 120,684 166,823 140,827
Minimum solvency capital61,387 56,350 70,545 67,047
Solvency margin87,930 64,334 96,278 73,780
Solvency ratio243%214%236%210%
27H
ThemethodologyandbasesfordeterminingthesolvencymarginareinaccordancewiththerequirementsoftheSolvency
Standard for Non-life Insurance Business published by the Reserve Bank of New Zealand.
ASSETS BACKING INSURANCE BUSINESS
TheGrouphasdeterminedthatallassetswithinitsinsurancecompaniesareheldtobackinsuranceliabilities,withthe
exception of property, plant and equipment and investments in operating subsidiaries.
Assetsbackinginsuranceliabilitiesaremanagedinaccordancewithapprovedinvestmentmandateagreementsonafair
value basis and are reported to the Board on this basis.
TowerInsuranceLimitedhasaninsurerfinancialstrengthratingof‘A-’(Excellent)issuedbyinternationalratingagency
AM Best Company Inc. with an effective date of 16 August 2017.
Reinsuranceprogrammesarestructuredtoadequatelyprotectthesolvencyandcapitalpositionsoftheinsurance
business.TheadequacyofreinsurancecoverismodelledbyassessingTower'sexposureunderarangeofscenarios.
TheplausiblescenariothathasthemostfinancialsignificanceforTowerisamajorWellingtonearthquake.Eachyear,as
partofsettingthecomingyear'sreinsurancecover,comprehensivemodellingoftheeventprobabilityandamountofthe
Group's exposure is undertaken.
TheminimumsolvencycapitalrequiredtomeetsolvencyrequirementsundertheInsurance(PrudentialSupervision)Act
2010isshownbelow.ActualsolvencycapitalexceedstheminimumsolvencycapitalrequirementforTowerInsurance
Group by $96.3 million (2016: $73.8 million) and Tower Insurance parent by $87.9 million (2016: $64.3 million).
TheReserveBankofNewZealandimposedaconditionoflicenserequirementforTowerInsuranceLimitedtomaintaina
minimumsolvencymarginof$50.0million.ThisminimumsolvencyrequirementcontinuestobearequirementforTower
Insurance Limited.
Tower Insurance LimitedTower Insurance Limited Group
41
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
28FINANCIAL INSTRUMENTS
28AFINANCIAL INSTRUMENT CATEGORIES
(iii) Financial assets and liabilities at fair value through profit or loss
Financialassetsarederecognisedwhentherightstoreceivecashflowsfromtheinvestmentshaveexpiredorhavebeen
transferred and the Group has transferred substantially all risks and rewards of ownership.
(i) Loans and receivables
(ii) Financial liabilities at amortised cost
(iv) Fair value
(v) Offsetting financial instruments
TheGroupclassifiesitsfinancialassetsandliabilitiesinthefollowingcategories:atfairvaluethroughprofitorloss;loans
andreceivables;andliabilitiesatamortisedcost.Theclassificationdependsonthepurposeforwhichthefinancial
assetsandliabilitieswereacquired.Managementdeterminestheclassificationofitsfinancialassetsandliabilitiesat
initial recognition.
Loansandreceivablesarenon-derivativefinancialassetswithfixedordeterminablepaymentsthatarenotquotedonan
activemarket.TheGroup'sloansandreceivablescomprisetradeandotherreceivablesandcashandcashequivalents
inthebalancesheet.Loansandreceivablesaremeasuredinitiallyatfairvalueplustransactioncostsandsubsequently
at amortised cost using the effective interest method less any impairment.
(vi) Derecognition
Financialliabilitiesatamortisedcostarenon-derivativefinancialliabilitieswithfixedordeterminablepaymentsthatare
notquotedonanactivemarket.TheGroup'sfinancialliabilitiescomprisetrade,reinsuranceandotherpayablesinthe
balancesheet.Financialliabilitiesaremeasuredinitiallyatfairvalueplustransactioncostsandsubsequentlyat
amortised cost less any impairment.
Financialassetsandliabilitiesatfairvaluethroughprofitorlosscompriseoffinancialassetsthatareeitherheldfor
tradingordesignatedoninitialrecognitionatfairvaluethroughprofitorloss.Afinancialassetisclassifiedinthis
categoryifacquiredprincipallyforthepurposeofsellingintheshort-termorifsodesignatedbymanagement.
Designationbymanagementtakesplacewhenitisnecessarytoeliminateorsignificantlyreducemeasurementor
recognition inconsistencies or if related financial assets or liabilities are managed and evaluated on a fair value basis.
Financialassetsatfairvaluethroughprofitorlossarestatedatfairvalue,withanyresultantgainorlossrecognisedin
theincomestatements.Thenetgainorlossrecognisedintheincomestatementsincludesanydividendorinterest
earned on the financial assets.
Derivativesarecategorisedasheldfortradingunlesstheyaredesignatedashedges.Allderivativesenteredintobythe
Group are classified as held for trading.
Financialassetsandliabilitiesaremeasuredinthebalancesheetatfairvaluewiththeexceptionofshorttermamounts
which are held at a reasonable approximation of fair value.
Financialassetsandliabilitiesareoffsetandthenetamountreportedinthebalancesheetwhenthereisalegally
enforceablerighttooffsettherecognisedamountsandthereisanintentiontosettleonanetbasisorrealisetheasset
and settle the liability simultaneously.
TheGroupdoesnotholdfinancialassetsandfinancialliabilitiessubjecttooffsettingarrangementsotherthancashand
cash equivalents. Refer to Note 12.
42
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
28FINANCIAL INSTRUMENTS (continued)
$ thousandsNoteTotal
Loans and
receivables
Financial
liabilities
Designated
Held for trading
As at 30 September 2017
Assets
Cash and cash equivalents102,876 102,876 - - -
Trade and other receivables257,964 257,964 - - -
Investments167,702 - - 167,702 -
Derivative assets231 - - 231 -
Total financial assets
528,773 360,840 - 167,933 -
Liabilities
Trade and other payables25,814 - 25,814 - -
Borrowings29,921 - 29,921 - -
Total financial liabilities
55,735 - 55,735 - -
$ thousandsNoteTotal
Loans and
receivables
Financial
liabilities
DesignatedHeld for trading
As at 30 September 2016
Assets
Cash and cash equivalents92,228 92,228 - - -
Trade and other receivables253,115 253,115 - - -
Investments
188,522 - - 188,522 -
Derivative assets
57 - - 57 -
Total financial assets
533,922 345,343 - 188,579 -
Liabilities
Trade and other payables26,532 - 26,532 - -
Derivative financial liabilities735 - - 735 -
Total financial liabilities
27,267 - 26,532 735 -
The analysis of financial assets and liabilities into their categories and classes is set out in the following tables:
At amortised costAt fair value through profit or loss
At amortised costAt fair value through profit or loss
43
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
28FINANCIAL INSTRUMENTS (continued)
28BFAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
(iv) Derivative financial liabilities and assets
Thefairvalueofderivativefinancialliabilitiesandassetsisdeterminedbyreferencetomarketacceptedvaluation
techniquesusingobservablemarketinputs.Therehavebeennotransfersbetweenlevelsofthefairvaluehierarchy
during the current financial period (30 September 2016: nil).
- The fair value of fixed interest securities is based on the maturity profile and price/yield.
-Thefairvalueofforwardforeignexchangecontractsisdeterminedusingforwardexchangeratesatthebalancesheet
date, with the resulting value discounted back to present value.
-Othertechniques,suchasdiscountedcashflowanalysis,areusedtodeterminefairvaluefortheremainingfinancial
instruments.
Ifoneormoreofthesignificantinputsisnotbasedonobservablemarketdata,theinstrumentisincludedinLevel3.At
30September2017,theLevel3categoryincludedaninvestmentinequitysecuritiesof$1,412,000(2016:$1,406,000).
TheseinvestmentsareinunlistedsharesofacompanywhichprovidesreinsurancetoTowerandacompanywhichowns
abuildingusedbyTower.Thefairvalueiscalculatedbasedonthenetassetsofthecompanyfromthemostrecently
availablefinancialinformation.Inthecaseofthepropertyowningcompany,thepropertyisperiodicallyvaluedbyathird
partyindependentvaluer.ThevaluationhasbeencalculatedusingtheIncomeCapitalisationApproachandasensitivity
analysis has been performed later in this note.
(iii) Loans and receivables and other financial liabilities held at amortised cost
Carryingvaluesofloansandreceivables,adjustedforimpairmentvalues,andcarryingvaluesofotherfinancialliabilities
held at amortised cost reasonably approximate their fair values.
Thefairvalueoffinancialinstrumentsthatarenottradedinanactivemarket(forexample,over-the-counterderivatives)
isdeterminedbyusingvaluationtechniques.Thesevaluationtechniquesmaximisetheuseofobservablemarketdata
whereitisavailableandrelyaslittleaspossibleonentityspecificestimates.Ifallsignificantinputsrequiredtofairvalue
an instrument are observable, the instrument is included in Level 2. The following fair value measurements are used:
Fairvalueisthepricethatwouldbereceivedtosellanasset,orpaidtotransferaliability,inanorderlytransaction
betweenmarketparticipantsatthemeasurementdate.Referbelowfordetailsofvaluationmethodsandassumptions
used by Tower for each category of financial assets and liabilities.
(i) Cash and cash equivalents
The carrying amount of cash and cash equivalents reasonably approximates its fair value.
(ii) Financial assets at fair value through profit or loss and held for trading
Thefairvalueoffinancialinstrumentstradedinactivemarketsisbasedonquotedmarketpricesatthebalancesheet
date.Amarketisregardedasactiveifquotedpricesarereadilyandregularlyavailablefromanexchange,dealer,
broker,industrygroup,pricingservice,orregulatoryagency,andthosepricesrepresentactualandregularlyoccurring
markettransactionsonanarm’slengthbasis.ThequotedmarketpriceusedforfinancialassetsheldbytheGroupisthe
current bid price. These instruments are included in Level 1.
44
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
28FINANCIAL INSTRUMENTS (continued)
$ thousandsNoteTotalLevel 1Level 2Level 3
As at 30 September 2017
Assets
Investment in equity securities1,412 - - 1,412
Investments in fixed interest securities166,256 - 166,256 -
Investments in property securities34 - 34 -
Investments167,702 - 166,290 1,412
Derivative financial assets231 - 231 -
Total financial assets
167,933 - 166,521 1,412
Liabilities
Borrowings29,921 - 29,921 -
Total financial liabilities
29,921 - 29,921 -
As at 30 September 2016
Assets
Investment in equity securities1,406 - - 1,406
Investments in fixed interest securities187,082 - 187,082 -
Investments in property securities34 - 34 -
Investments188,522 - 187,116 1,406
Derivative financial assets
57 - 57 -
Total financial assets
188,579 - 187,173 1,406
Liabilities
Derivative financial liabilities735 - 735 -
Total financial liabilities
735 - 735 -
$ thousands20172016
Opening balance1,406 1,972
Total gains and losses recognised in profit or loss(3)(163)
Foreign currency movement9 (403)
Closing balance1,412 1,406
$ thousands
Carrying
Amount
Favourable
changes of 10%
Unfavourable
changes of 10%
As at 30 September 2017
Investment in equity securities1,412 141 (141)
As at 30 September 2016
Investment in equity securities1,406 141 (141)
Thefollowingtableshowstheimpactofincreasingordecreasingthecombinedinputsusedtodeterminethefairvalueof
the investment by 10%:
The following tables present the Group's assets and liabilities categorised by fair value measurement hierarchy levels.
Investment in equity securities
The following table represents the changes in Level 3 instruments:
45
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
28FINANCIAL INSTRUMENTS (continued)
28C IMPAIRMENT OF FINANCIAL ASSETS
29RISK MANAGEMENT
TheBoardhasdelegatedtotheAuditandRiskCommitteetheresponsibilitytoreviewtheeffectivenessandefficiencyof
managementprocesses,internalauditservices,riskmanagementandinternalfinancialcontrolsandsystemsaspartof
theirduties.TheRiskandComplianceteamisinplaceinanoversightandadvisorycapacityandtomanagetheriskand
compliance framework.
TowerLimited'sobjectiveistosatisfactorilymanagetheserisksinlinewiththeBoardapprovedGroupRiskand
Compliancepolicy.VariousproceduresareputinplacetocontrolandmitigatetherisksfacedbytheGroup.Business
managersareresponsibleforunderstandingandmanagingtheirrisksincludingoperationalandcompliancerisk.The
consolidatedentity’sexposuretoallhighandcriticalrisksisreportedmonthlytotheBoardandquarterlytotheAuditand
Risk Committee.
ThefinancialconditionandoperatingresultsoftheGroupareaffectedbyanumberofkeyfinancialandnon-financial
risks.Financialrisksincludemarketrisk,creditrisk,financingandliquidityrisk.Thenon-financialrisksincludeinsurance
risk,complianceriskandoperationalrisk.TheGroup'sobjectivesandpoliciesinrespectofinsurancerisksaredisclosed
in Note 27, while the managing of financial and other non financial risks are set out in the remainder of this note.
Inrespectoffinancialassetscarriedatamortisedcost,withtheexceptionoftradereceivables,theimpairmentlossis
reversedthroughtheincomestatementtotheextentthatthecarryingamountoftheinvestmentatthedatethe
impairmentisreverseddoesnotexceedwhattheamortisedcostwouldhavebeenhadtheimpairmentnotbeen
recognised. Subsequent recoveries of trade receivables previously written off are credited against the allowance account.
Financialassets,withtheexceptionofthosemeasuredatfairvaluethroughprofitorloss,areassessedforindicatorsof
impairmentateachreportingdate.Financialassetsareimpairedwhenthereisobjectiveevidencethattheestimated
futurecashflowsoftheassethavebeenimpactedasaresultofoneormoreeventsthatoccurredaftertheinitial
recognition of the financial asset.
Forfinancialassetscarriedatamortisedcost,theamountoftheimpairmentisthedifferencebetweenthecarrying
amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
Forallfinancialassets,otherthantradereceivables,thecarryingamountisreducedbytheimpairmentlossdirectly.For
tradereceivablesthecarryingamountisreducedviaanallowanceaccount,againstwhichanuncollectibletrade
receivable is written off.
AtradereceivableisdeemedtobeuncollectibleuponreceiptofevidencethattheGroupwillbeunabletocollectthe
amount. Changes in the carrying amount of the allowance account are recognised in the income statement.
Apreviouslyrecognisedimpairmentlossisreversedwhen,inasubsequentperiod,theamountoftheimpairmentloss
decreasesandthedecreasecanberelatedobjectivelytoaneventoccurringaftertheimpairmentlosswasinitially
recognised.
- monitoring compliance with investment policies and client mandates.
- monitoring investment and fund manager performance; and
Financialrisksaregenerallymonitoredandcontrolledbyselectingappropriateassetstobackpolicyliabilities.The
assetsareregularlymonitoredtoensurethattherearenomaterialassetandliabilitymismatchingissuesandotherrisks
such as liquidity risk and credit risk are maintained within acceptable limits.
The Board has responsibility for:
- reviewing the appointment of external investment managers;
- considering the establishment, adjustment or deletion of limits and counter-party approvals, and the scope of
financial instruments to be used in the management of Tower Limited's investments;
- reviewing the risk management policy and statements in respect of investment management, including the
derivative policy;
- reviewing investment policies for Tower Limited funds;
46
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
29RISK MANAGEMENT (continued)
29AMARKET RISK
(i)Currency risk
(ii)Interest rate risk
(iii)Price risk
Currencyriskistheriskoflossresultingfromchangesinexchangerateswhenappliedtoassetsandliabilitiesorfuture
transactionsdenominatedinacurrencythatisnottheGroup'sfunctionalcurrency.Theexposureisnotconsideredtobe
material.
TowerLimitedgenerallyelectstonothedgethecapitalinvestedinoverseasentities,therebyacceptingtheforeign
currency translation risk on invested capital.
TowerLimited'sprincipaltransactionsarecarriedoutinNewZealanddollarsanditsexposuretoforeignexchangerisk
arises primarily with respect to the Pacific Island insurance business.
Marketriskistheriskofchangeinthefairvalueoffinancialinstrumentsfromfluctuationsinforeignexchangerates
(currencyrisk),marketinterestrates(interestraterisk)andmarketprices(pricerisk),whethersuchchangeinpriceis
causedbyfactorsspecifictoanindividualfinancialinstrument,oritsissuerorfactorsaffectingallfinancialinstruments
traded in a market.
TheimpactofreasonablypossiblechangesinmarketriskontheGroupshareholders'profitandequityisincludedinNote
29F.
Interestrateriskistheriskthatthevalueorfuturevaluecashflowsofafinancialinstrumentwillfluctuatebecauseof
changes in interest rates.
InterestrateandothermarketrisksaremanagedbytheGroupthroughastrategicassetallocationpolicyandan
investmentmanagementpolicythathasregardtopolicyholderexpectationsandrisksandtotargetsurplusforsolvencyas
advised by the Appointed Actuary.
Interestrateriskarisestotheextentthatthereisamismatchbetweenthefixedinterestportfoliosusedtobackoutstanding
claimliabilitiesandthoseoutstandingclaims.Interestrateriskismanagedbymatchingthedurationprofilesofinvestment
assets and outstanding claim liabilities.
Priceriskistheriskoflossresultingfromthedeclineinpricesofequitysecuritiesorotherassets.Theexposureisnot
considered to be material. Refer to Note 29F.
TheBoardsetslimitsforthemanagementofcurrencyriskarisingfromitsinvestmentsbasedonprudentinternational
assetmanagementpractice.Regularreviewsareconductedtoensurethattheselimitsareadheredto.Inaccordance
withthispolicy,TowerInsurancedoesnothedgethecurrencyriskarisingfromtranslationofthefinancialstatementsof
foreign operations other than through net investment in foreign operations.
47
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
29RISK MANAGEMENT (continued)
29BCREDIT RISK
(i)Credit risk concentration
$ thousands20172016
New Zealand government8,184 3,744
Other government agencies18,412 12,390
Banks229,526 237,842
Financial institutions13,241 25,770
Other non-investment related receivables257,964 252,736
Total financial assets with credit exposure527,327 532,482
(ii)Maximum exposure to credit risk
$ thousands20172016
Cash and cash equivalents102,876 92,228
Loans and receivables257,964 253,115
Financial assets at fair value through profit or loss166,256 187,082
Derivative financial assets231 57
Total credit risk527,327 532,482
Creditriskistheriskoflossthatarisesfromacounterpartyfailingtomeettheircontractualcommitmentinfullandontime,
orfromlossesarisingfromthechangeinvalueofatradingfinancialinstrumentasaresultinchangesincreditriskofthat
instrument.
The Group's maximum exposure to credit risk without taking account of any collateral or any other credit enhancements, is
as follows:
Carrying value
Carrying value
TheGroup'sexposuretocreditriskislimitedtodepositsandinvestmentsheldwithbanksandotherfinancialinstitutionsas
wellascreditexposuretotradecustomersorothercounterparties.CreditexposureinrespectoftheGroup’scashdeposit
balancesislimitedtobankswithminimumAAcreditratings.Investmentsheldwithbanksandfinancialinstitutionsthatare
managedbyinvestmentmanagershaveaminimumcreditratingacceptedbytheGroupof'A'.Independentratingsare
usedforcustomersthatareratedbyratingagencies.Forcustomerswithnoexternalratings,internallydevelopedminimum
creditqualityrequirementsareapplied,whichtakeintoaccountcustomers'financialposition,pastexperienceandother
relevantfactors.OverallexposuretocreditriskismonitoredonaGroupbasisinaccordancewithlimitssetbytheBoard.
The Group has no significant exposure to credit risk.
ConcentrationofcreditriskexistswhentheGroupentersintocontractsorfinancialinstrumentswithanumberof
counterpartiesthatareengagedinsimilarbusinessactivitiesorexposedtosimilareconomicfactorsthatmightaffecttheir
abilitytomeetcontractualobligations.TowerLimitedmanagesconcentrationofcreditriskbycreditrating,industrytype
and individual counterparty.
The significant concentrations of credit risk are outlined by industry type below.
48
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
29RISK MANAGEMENT (continued)
(iii)Credit quality of financial assets that are neither past due nor impaired
$ thousands20172016
Credit exposure by credit rating
AAA67,201 81,795
AA184,233 180,515
A527 412
BBB - -
Below BBB15,706 12,437
267,667 275,159
Group 1205,601 234,274
Group 2 - -
Group 31,696 6,026
Total counterparties with no external credit rating207,297 240,300
Total financial assets neither past due nor impaired with credit exposure474,964 515,459
(iv)Financial assets that would otherwise be past due whose terms have been renegotiated
(v)Financial assets that are past due but not impaired
$ thousandsLess than 30 days
31 to 60 days61 to 90 daysOver 90 daysTotal
As at 30 September 2017
Reinsurance recoveries receivable3,735 2,680 1,999 35,491 43,905
5,026 1,754 1,268 410 8,458
8,761 4,434 3,267 35,901 52,363
Group 2 - trade debtors outstanding for more than 6 months with no defaults in the past
Group 3 - unrated investments
TowerInsuranceinvestsinPacificregionalinvestmentmarketsthroughitsPacificIslandoperationstocomplywithlocal
statutoryrequirementsandinaccordancewithTowerInsuranceinvestmentpolicies.Theseinvestmentsgenerallyhave
lowcreditratingsrepresentingthemajorityofthevalueincludedinthe'BelowBBB'andunratedcategoriesinthetable
above.
Thecreditqualityoffinancialassetsthatareneitherpastduenorimpairedcanbeassessedbyreferencetoexternalcredit
ratings (if applicable) or to historical information about counterparty default rates:
Carrying value
No financial assets have been renegotiated in the past year (2016: nil).
Total
Outstanding premiums and trade
receivables
TheGroupconsidersthatfinancialassetsarepastdueifpaymentshavenotbeenreceivedwhencontractuallydue.Atthe
reporting date, the total carrying value of past due but not impaired assets held are as follows:
Total counterparties with external credit ratings
Group 1 - trade debtors outstanding for less than 6 months
49
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
29RISK MANAGEMENT (continued)
(v)Financial assets that are past due but not impaired (continued)
$ thousands
Less than 30
days31 to 60 days61 to 90 daysOver 90 daysTotal
As at 30 September 2016
Reinsurance recoveries receivable1,875 2,442 45 3 4,365
3,150 7,978 1,244 285 12,657
5,025 10,420 1,289 288 17,022
(vi)Financial assets that are individually impaired
$ thousands20172016
- -
- -
29CFINANCING AND LIQUIDITY RISK
$ thousands
Carrying
value
Total
contractual
cash flows
Less than
one year
One to two
years
Two to three
years
Three to five
years
As at 30 September 2017
Financial liabilities
Trade payables19,069 19,069 19,069 - - -
Reinsurance payables4,063 4,063 4,063 - - -
Other payables2,682 2,682 2,682 - - -
Derivative financial liabilities - - - - - -
Borrowings29,921 29,921 29,921 - - -
55,735 55,735 55,735 - - -
As at 30 September 2016
Financial liabilities
Trade payables18,923 18,923 18,923 - - -
Reinsurance payables4,445 4,445 4,445 - - -
Other payables3,164 3,164 3,164 - - -
Derivative financial liabilities735 735 735 - - -
27,267 27,267 27,267 - - -
FinancingandliquidityriskistheriskthattheGroupwillnotbeabletomeetitscashoutflowsorrefinancedebtobligations,
astheyfalldue,becauseoflackofliquidassetsoraccesstofundingonacceptableterms.Tomitigatefinancingand
liquidityrisktheGroupmaintainssufficientliquidassetstoensurethattheGroupcanmeetitsdebtobligationsandother
cash outflows on a timely basis.
Financial liabilities and guarantees by contractual maturity
ThetablebelowsummarisestheGroup'sfinancialliabilitiesandguaranteesintorelevantmaturitygroupsbasedonthe
remainingperiodtothecontractualmaturitydateatbalancedate.Allamountsdisclosedarecontractualundiscounted
cash flows that include interest payments and exclude the impact of netting agreements.
Total
Total
Outstanding premiums and trade receivables
Total
Outstanding premiums and trade receivables
Carrying value
Total
50
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
29RISK MANAGEMENT (continued)
29DFAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
29EDERIVATIVE FINANCIAL INSTRUMENTS
201720162017201620172016
Less than 1 year0%0%25,249 29,419 166 (735)
1 to 2 years0%0% - - - -
2 to 5 years2%2%20,580 12,000 65 57
0%0% - - - -
45,829 41,419 231 (678)
29FSENSITIVITY ANALYSIS
(i)Interest rate
$ thousands
Profit after tax
Equity
Profit after tax
Equity
Change in variables
+ 50 basis points(511)(511)(515)(515)
- 50 basis points409 409 469 469
Thisanalysisassumesthatthesensitivityappliestotheclosingmarketyieldsoffixedinterestinvestments.Aparallelshift
in the yield curve is assumed.
Therisksassumedandmethodsusedforderivingsensitivityinformationandsignificantvariableshavebeenapplied
consistently over the reporting period included in the analysis.
Notional principal amount
Average contracted
fixed interest
Impact on:Impact on:
Theanalysisbelowdemonstratestheimpactofchangesininterestrates,exchangeratesandequitypricesonprofitafter
taxandequityoncontinuingbusiness.Theanalysisisbasedonchangesineconomicconditionsthatareconsidered
reasonably possible at the reporting date. The potential impact is assumed as at the reporting date.
Theimpactofa50basispointchangeinNewZealandandinternationalinterestratesasatthereportingdateonprofit
aftertaxandequityisincludedinthetablesbelow.Thesensitivityanalysisassumeschangesininterestratesonly.All
other variables are held constant.
20172016
$ thousands$ thousands%
Refer to Note 28B, which discusses the fair value of financial assets and liabilities.
TheGrouputilisesderivativefinancialinstrumentstoreduceinvestmentrisk.Specifically,derivativesareusedtoachieve
costeffectiveshort-termre-weightingsofassetclass,sectorandsecurityexposuresandtohedgeportfolios,asan
economic hedge, when a market is subject to significant short-term risk.
Over 5 years
DerivativefinancialinstrumentsusedbytheGroupareinterestrateswaps.Derivativesareinitiallyrecognisedatfairvalue
onthedateaderivativecontractisenteredintoandaresubsequentlyremeasuredattheirfairvalue.Thefairvaluesof
interestrateswapsarecalculatedbydiscountingestimatedfuturecashflowsbasedonthetermsandmaturityofeach
contractusingmarketinterestrates.Theaverageinterestrateisbasedontheoutstandingbalancesatthestartofthe
financial year.
Thetablebelowdetailsthenotionalprincipalamounts(amountsusedtocalculatepaymentsmadeonswapcontracts),fair
values and remaining terms of interest rate swap contracts outstanding as at the reporting date:
Fair value
51
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
29RISK MANAGEMENT (continued)
(ii)Foreign currency
$ thousands
Profit after tax
Equity
Profit after tax
Equity
Change in variables
10% appreciation of New Zealand dollar292 (2,380)86 (2,284)
10% depreciation of New Zealand dollar(357)2,909 (105)2,791
(iii)Equity price
(iv)Other price
$ thousands
Profit after tax
Equity
Profit after tax
Equity
Change in variables
+ 10% property funds and other unit trusts2 2 2 2
- 10% property funds and other unit trusts(2)(2)(2)(2)
Therisksassumedandmethodsusedforderivingsensitivityinformationandsignificantvariableshavebeenapplied
consistently over the reporting period included in the analysis.
Equitypriceriskistheriskthatthefairvalueofequitieswilldecreaseasaresultofchangesinlevelsofequityindicesand
the value of individual stocks. The Group does not hold any listed equities at fair value through profit or loss (2016: nil).
Impact on:
Therisksassumedandmethodsusedforderivingsensitivityinformationandsignificantvariableshavebeenapplied
consistently over the two reporting periods included in the analysis.
Otherpricesensitivityincludessensitivitytounitpricefluctuations.Unitpriceriskistheriskthatthefairvalueof
investmentsinpropertyfundunitsandinternationalequitiesheldinunittrustswilldecreaseasaresultofchangesinthe
value of these units.
Thefollowingtablesdemonstratetheimpactofa10%movementinthevalueofpropertyfundsandotherunittrustsonthe
profit after tax and equity. The potential impact is assumed as at the reporting date.
20172016
Impact on:
2016
Impact on:Impact on:
Thedollarimpactofthechangeincurrencymovementsisdeterminedbyapplyingthesensitivitytothevalueofthe
international assets.
Thefollowingtablesdemonstratetheimpactofa10%movementofcurrencyratesagainsttheNewZealanddollaronprofit
aftertaxandequity.Theanalysisassumeschangesinforeigncurrencyratesonly,withallothervariablesheldconstant.
ThepotentialimpactontheprofitandequityoftheGroupisduetothechangesinfairvalueofcurrencysensitivemonetary
assets and liabilities as at the reporting date.
2017
52
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
30CAPITAL RISK MANAGEMENT
$ thousandsNote20172016
Tower shareholder equity214,419 222,578
Standby credit facility (undrawn)22 20,000 50,000
Total capital resources234,419 272,578
31OPERATING LEASES
$ thousands20172016
As lessee
Rent payable to the end of the lease terms are:
Not later than one year2,806 3,044
Later than one year and not later than five years7,444 7,763
Later than five years2,010 3,733
12,260 14,540
TheGroup'sobjectivewhenmanagingcapitalistoensurethatthelevelofcapitalissufficienttomeettheGroup's
statutorysolvencyobligationsincludingonalookforwardbasistoenableittocontinueasagoingconcerninorderto
meettheneedsofitspolicyholders,toprovidereturnsforshareholders,andtoprovidebenefitsforotherstakeholdersof
the Group.
The Group's capital resources include shareholders' equity.
Leasesinwhichasignificantportionoftherisksandrewardsofownershipareretainedbythelessorareclassifiedas
operatingleases.Operatingleasepaymentsarerecognisedasanexpenseintheperiodstheservicesarereceivedover
theperiodofthelease.Operatingleasepaymentsrepresentfuturerentalspayableforofficespaceundercurrentleases.
Initial leases were for an average of four years with rental rates reviewed every two to six years.
TheGroupmeasuresadequacyofcapitalagainsttheSolvencyStandardsforNon-lifeInsuranceBusiness(thesolvency
standards)publishedbytheReserveBankofNewZealand(RBNZ)alongsideadditionalcapitalheldtomeetRBNZ
minimum requirements and any further capital as determined by the Board.
TheGroupisrequiredbyRBNZtomaintainaminimumsolvencymarginofnolessthan$50.0million(2016:$50.0million)
inTowerInsuranceLimited.Theactualsolvencycapitalasdeterminedunderthesolvencystandardsisrequiredtoexceed
the minimum solvency capital level by at least this amount.
TheGroupholdsassetsinexcessofthelevelsspecifiedbythevarioussolvencyrequirementstoensurethatitcontinues
tomeettheminimumrequirementsunderareasonablerangeofadversescenarios.TheGroup’scapitalmanagement
strategyformspartoftheGroup’sbroaderstrategicplanningprocessoverseenbytheAuditandRiskCommitteeofthe
Board.
During the year ended 30 September 2017 the Group complied with all externally imposed capital requirements.
53
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
32
SUBSIDIARIES
Name of company
20172016
Incorporated in New Zealand
Tower Financial Services Group LimitedNZ
100%
100%Holding company
Tower Insurance LimitedNZ
100%
100%General insurance
Tower New Zealand LimitedNZ
100%
100%Management services
Incorporated Overseas
Tower Insurance (Cook Islands) LimitedCook Islands
100%
100%General insurance
Tower Insurance (Fiji) LimitedFiji
100%
100%General insurance
Tower Insurance (PNG) LimitedPNG
100%
100%General insurance
National Pacific Insurance LimitedSamoa
71%
71%General insurance
Tower Insurance (Vanuatu) LimitedVanuatu
100%
100%General insurance
33TRANSACTIONS WITH RELATED PARTIES
33AKEY MANAGEMENT PERSONNEL COMPENSATION
$ thousandsNote20172016
Salaries and other short term employee benefits paid
4,244 4,219
Independent director fees
509 565
4,753 4,784
33BLOANS TO KEY MANAGEMENT PERSONNEL
33COTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
The table below lists Tower Limited subsidiary companies and controlled entities. All entities have a balance date of 30
September.
KeymanagementholdvariouspoliciesandaccountswithTowerGroupcompanies.Theseareoperatedinthenormal
course of business on normal customer terms.
InformationregardingindividualdirectorandexecutivecompensationisprovidedintheCorporateGovernancesection
of the annual report.
HoldingsNature of business
The remuneration of key management personnel during the year was as follows:
TherehavebeennoloansmadetodirectorsoftheCompanyandotherkeymanagementpersonneloftheGroup,
including their personally related parties (2016: nil).
Country
Incorporated in
54
TOWER LIMITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
NOTES TO THE FINANCIAL STATEMENTS
34CONTINGENT LIABILITIES
The Group has no other contingent liabilities (2016: nil).
35CAPITAL COMMITMENTS
36SUBSEQUENT EVENTS
Capital raise process
Suncorp Group Limited / Vero Insurance New Zealand Limited (Suncorp)
On7November2017,ToweradvisedthattheSIAwithSuncorphadpasseditsenddateandhadbeenterminated.
Suncorpsubsequentlyannouncedthatasaresult,itwouldnolongerbeproceedingwithitsappealoftheCommerce
Commission’s decision to decline its application to acquire Tower.
FollowingSuncorp’sannouncement,theTowerBoardwithdrewitscrossappealagainsttheCommerceCommission’s
decision.
UndertheFairfaxmutualterminationagreement,abreakfeeof$1.57millionispayabletoFairfaxifanotherparty
completes an acquisition of Tower by 31 August 2018.
The Group has no capital commitments at reporting date (2016: nil).
TheGroupisoccasionallysubjecttoclaimsanddisputesasacommercialoutcomeofconductinginsurancebusiness.
Provisionsarerecordedfortheseclaimsordisputeswhenitisprobablethatanoutflowofresourceswillberequiredto
settleanyobligations.Bestestimatesareincludedwithinclaimsreservesforanylitigationthathasarisenintheusual
course of business.
TheTowerBoardhasannounceditwillundertakeacapitalraisingprocesscommencing14November2017.The
capitalraisewillbebywayofafullyunderwritten,renounceablerightsissue.Anamountof$70.8milliongrossoffees
willberaised,withrightsofferedataratioof1forevery1ordinarysharesheldontherecorddateof22November
2017.ItisexpectednewshareswillbeallottedandquotedonNZXandASXinDecember2017.Capitalwillbeutilised
to repay the BNZ banking facility partially drawn in May 2017 and to allow accelerated growth in Tower’s strategy.
55
Pricew aterh ouseCoop ers, 18 8 Q uay Street, Private Bag 9 2162, Auckland 1142, N ew Z ea land
T:+ 64 9 355 8 000, F:+ 64 9 355 8 001, pw c.co.nz
Independentauditor’sreport
To th e sh areh old ersofTow er Lim ited
Th e financialstatem entscom p rise:
th e consolid ated balance sh eetasat30 Sep tem ber 2017;
th e consolid ated incom e statem entfor th e year th en end ed ;
th e consolid ated statem entofcom p reh ensive incom e for th e year th en end ed ;
th e consolid ated statem entofch ang esin equity for th e year th en end ed ;
th e consolid ated statem entofcash flow sfor th e year th en end ed ;and
th e notesto th e financialstatem ents, w h ich includ e a sum m ary ofg eneralaccounting p olicies.
Our opinion
In our op inion, th e financialstatem entsofTow er Lim ited (th e Com p any), includ ing itssubsid iaries
(th e G roup ), p resentfairly, in allm aterialresp ects, th e financialp osition ofth e G roup asat30
Sep tem ber 2017, itsfinancialp erform ance and itscash flow sfor th e year th en end ed in accord ance
w ith N ew Z ealand Equivalentsto InternationalFinancialRep orting Stand ard s(N Z IFRS)and
InternationalFinancialRep orting Stand ard s(IFRS).
Basisfor opinion
W e cond ucted our aud itin accord ance w ith InternationalStand ard son Aud iting (N ew Z ealand )(ISAs
N Z )and InternationalStand ard son Aud iting (ISAs).Our resp onsibilitiesund er th ose stand ard sare
furth er d escribed in th eAud itor’sresponsibilitiesfor th e a ud itofth e fina ncia lstatem entssection of
our rep ort.
W e believe th atth e aud itevid ence w e h ave obtained issufficientand ap p rop riate to p rovid e a basisfor
our op inion.
W e are ind ep end entofth e G roup in accord ance w ith Professionaland Eth icalStand ard 1(Revised )
Cod e ofEth icsfor Assura nce Pra ctitioners(PES1)issued by th e N ew Z ealand Aud iting and Assurance
Stand ard sBoard and th e InternationalEth icsStand ard sBoard for Accountants’Cod e ofEth icsfor
Professiona lAccounta nts(IESBA Cod e), and w e h ave fulfilled our oth er eth icalresp onsibilitiesin
accord ance w ith th ese requirem ents.
Our firm carriesoutoth er servicesfor th e G roup in th e areasofsolvency return assurance and ag reed
up on p roced ures.Th e p rovision ofth ese oth er servicesh asnotim p aired our ind ep end ence asaud itor
ofth e G roup .In ad d ition, certain p artnersand em p loyeesofour firm m ay d ealw ith Tow er Lim ited
and th e G roup on norm alterm sw ith in th e ord inary course oftrad ing activitiesofTow er Lim ited and
th e G roup .Th ese m attersh ave notim p aired our ind ep end ence.W e h ave no oth er interestsin Tow er
Lim ited or th e G roup .
3
Our aud itapproach
Overview
An aud itisd esig ned to obtain reasonable assurance w h eth er th e financial
statem entsare free from m aterialm isstatem ent.
Overallg roup m ateriality:$3,068 th ousand , w h ich rep resentsap p roxim ately
1% ofp rem ium revenue.
W e ch ose p rem ium revenue asth e bench m arkbecause, in our view , itisa key
financialstatem entm etric used in assessing th e p erform ance ofth e G roup and
isnotasvolatile asoth er p rofitand lossm easures, and isa g enerally accep ted
bench m ark.Th e 1% isbased on our p rofessionaljud g em ent, noting th atitis
also w ith in th e rang e ofcom m only accep ted revenue related th resh old s.
Th e follow ing h ave been d eterm ined askey aud itm atters:
Outstand ing claim sand related reinsurance and oth er recoveries
Recoverability ofth e d eferred tax asset
M ateriality
Th e scop e ofour aud itw asinfluenced by our ap p lication ofm ateriality.
Based on our p rofessionaljud g em ent, w e d eterm ined certain quantitative th resh old sfor m ateriality,
includ ing th e overallG roup m ateriality for th e financialstatem entsasa w h ole assetoutabove.Th ese,
tog eth er w ith qualitative consid erations, h elp ed usto d eterm ine th e scop e ofour aud it, th e nature,
tim ing and extentofour aud itp roced uresand to evaluate th e effectofm isstatem ents, both
ind ivid ually and in ag g reg ate on th e financialstatem entsasa w h ole.
Aud itscop e
W e d esig ned our aud itby assessing th e risksofm aterialm isstatem entin th e financialstatem entsand
our ap p lication ofm ateriality.Asin allofour aud its, w e also ad d ressed th e riskofm anag em ent
overrid e ofinternalcontrolsinclud ing am ong oth er m atters, consid eration ofw h eth er th ere w as
evid ence ofbiasth atrep resented a riskofm aterialm isstatem entd ue to fraud .
W e tailored th e scop e ofour aud itin ord er to p erform sufficientw orkto enable usto p rovid e an
op inion on th e financialstatem entsasa w h ole, taking into accountth e structure ofth e G roup , th e
accounting p rocessesand controls, and th e ind ustry in w h ich th e G roup op erates.
Our G roup aud itscop e focused on th e m ostfinancially sig nificantsubsid iary, w h ich contributes8 0%
ofth e G roup ’sp rem ium revenue.W e p erform ed furth er aud itp roced uresover th e balancesand
transactionsofth e non-sig nificantsubsid iariesand th e consolid ation ofth e G roup ’ssubsid iaries.
4
Key aud itm atters
Key aud itm attersare th ose m attersth at, in our p rofessionaljud g m ent, w ere ofm ostsig nificance in our aud it
ofth e financialstatem entsofth e currentyear.Th ese m attersw ere ad d ressed in th e contextofour aud itof
th e financialstatem entsasa w h ole, and in form ing our op inion th ereon, and w e d o notp rovid e a sep arate
op inion on th ese m atters.
Key audit matterHow our audit addressed the key audit matter
1) Outstanding claims and related reinsurance and other recoveries from the Earthquake
Commission (EQC) and Peak Re
Th isisa key aud itm atter because ofth e com p lexity involved in th e estim ation p rocessand th e sig nificant
jud g em entsth atm anag em entm ake in d eterm ining th e balances.
N otes8 , 20 and 27 to th e financialstatem entsd escribe th e elem entsofth e outstand ing claim s, related
reinsurance and oth er recoveriesand assum p tionsused in th e calculation.
(a)Outstandingclaims($181,156thousand)
Centralestimateofexpectedpresentvalue
offuturepaymentsforclaimsincurred
Th e valuation ofoutstand ing claim sinvolves
sig nificantjud g em entg iven th e inh erent
uncertainty in th e calculation ofth e centralestim ate
ofth e exp ected p resentvalue offuture p aym entsfor
claim sincurred (centralestim ate).
In p articular, jud g em entarisesover th e estim ation
ofp aym entsfor claim sth ath ave been incurred at
th e rep orting d ate buth ave notyetbeen rep orted to
th e G roup , or claim sth ath ave been rep orted but
th ere isuncertainty over th e am ountw h ich w illbe
settled .
Th isestim ate relieson th e quality ofund erlying
d ata, includ ing h istoricalclaim sd ata, and th e
ap p lication ofcom p lex and subjective actuarial
m od elsand m eth od olog ies, jud g em entsand
assum p tionsaboutfuture events.
Our aud itp roced uresinclud ed th e follow ing :
Re-p erform ing key actuariald ata reconciliations
by ag reeing claim sd ata to th e g eneralled g er.
Insp ecting a sam p le ofclaim sp aid d uring th e year
to ch eckth atth ey w ere sup p orted by ap p rop riate
d ocum entation and ap p roved w ith in d eleg ated
auth ority lim its.
Testing th e h istoricalclaim sd ata by:
oevaluating th e d esig n and effectivenessof
controlsover th e p rocessing ofclaim s,
ofor a sam p le ofclaim soutstand ing atyear
end , ag reeing to sup p orting d ocum ents.
W e utilised our actuarialsp ecialiststo assistus
w ith :
oevaluating th e actuarialm od elsand
m eth od olog iesby com p aring w ith g enerally
accep ted m od elsand m eth od olog iesap p lied
in th e sector and w ith th e p rior year,
oassessing key actuarialjud g em entsand
assum p tionsby com p aring w ith our
exp ectationsbased on th e G roup ’s
exp erience, our ow n sector know led g e and
ind ep end ently observable trend s, and
oconsid ering th e w orkand find ing softh e
externalind ep end entactuarieseng ag ed by
th e G roup .
5
Riskmargin
Outstand ing claim sinclud e a riskm arg in th at
allow sfor th e inh erentuncertainty in th e central
estim ate ofth e future claim p aym ents.In
d eterm ining th e riskm arg in, th e G roup m akes
jud g em entsaboutth e volatility ofeach classof
businessw ritten and th e correlation betw een each
d ivision and betw een d ifferentg eog rap h ical
locations.
W ith th e assistance ofour actuarialsp ecialistsw e
assessed th e G roup ’sap p roach to d eterm ining th e risk
m arg in by com p aring to know n ind ustry p racticesand
th e ActuariesInstitute recom m end ed fram ew ork.In
p articular w e focused on th e assessed levelof
uncertainty in th e centralestim ate.
W e h ave no m attersto rep ortfrom th e p roced ures
p erform ed .
(b)Reinsuranceandotherrecoveriesfrom
EQC($65,100thousand)andPeakRe
($43,750thousand)
Sig nificantm anag em entjud g em entisrequired to
value:
exp ected recoveriesfrom EQ C in resp ectofland
d am ag e and build ing costs, asth ese recoveries
are subjectto ag reem entw ith EQ C, and
reinsurance recoveriesfrom PeakRe, asth ese
are d ep end entup on th e outcom e ofa leg al
arbitration p rocess.
Th e exp ected recoveriesfrom EQ C are related to th e
Canterbury earth quakes, and require jud g em ent
and actuarialexp ertise to evaluate th e attribution of
claim scostbetw een th e m ajor earth quake events, in
p articular th e Sep tem ber 2010 and February 2011
events.
W e assessed m anag em ent’sap p roach to estim ate th e
recoveriesfrom EQ C.W e review ed corresp ond ence
w ith EQ C and h eld d iscussionsw ith m anag em ent,
law yersand externalind ep end entactuariesto
und erstand assum p tions, includ ing th e attribution of
lossesto th e d ifferentCanterbury earth quake events,
used to establish th e rig h tto recovery.W e com p ared
th ese assum p tionsw ith sector p eersand soug h t
evid ence for any sig nificantvariances.
For reinsurance recoveries from PeakRe, w e d iscussed
w ith m anag em entth e statusofth e arbitration p rocess.
W e review ed th e leg alcorresp ond ence betw een th e
G roup and PeakRe law yersand h eld d iscussionsw ith
th e law yersad vising th e G roup .
W e h ave no m attersto rep ortfrom th e p roced ures
p erform ed .
2)Recoverabilityofthedeferredtaxasset
Th e G roup h asa d eferred tax assetbalance of
$32,745 th ousand , ofw h ich $26,9 58 th ousand
relatesto d eferred tax assetsarising from p asttax
losses.W e focused on th e d eferred tax assetfrom
tax lossesasitsrecoverability issensitive to th e
G roup ’sexp ected future p rofitability and its
entitlem entto offsetth ese lossesag ainstfuture
p rofits.Sig nificantm anag em entjud g em entis
involved in forecasting future taxable p rofitsw h ich
are inh erently uncertain.
Refer to note 10 to th e financialstatem ents.
W e evaluated th e p rog ressm ad e by m anag em entin
im p roving th e p rofitability ofth e businessin recent
p eriod s, w h ich includ esth e rem ed iation ofth e causes
ofp astlossesth roug h , am ong stoth er th ing s,
assessm entofth e Canterbury earth quakesclaim sand
related reinsurance and oth er recoveries(assessm ent
ofth e recoverability ofth e receivablesfrom EQ C and
PeakRe)and oth er exp ense red uction and incom e
initiatives.W e noted th atp rog ressh asbeen m ad e in
relation to each ofth ese m atters.
W e assessed th e op erationalp lan used in th e d eferred
tax assetrecoverability assessm entby com p aring
p reviousbusinessp lansw ith actualresultsand
6
assessed th eap p rop riatenessofth eassum p tionsused
in th e op erationalp lan.
W e used our tax sp ecialistto assessw h eth er th e G roup
isentitled to offsetth e tax lossesag ainstfuture p rofits.
W e h ave no m attersto rep ortfrom th e p roced ures
p erform ed .
Inform ation oth er th an th e financialstatem entsand aud itor’sreport
Th e D irectorsare resp onsible for th e annualrep ort.Our op inion on th e financialstatem entsd oesnot
cover th e oth er inform ation includ ed in th e annualrep ortand w e d o notexp ressany form ofassurance
conclusion on th e oth er inform ation.
In connection w ith our aud itofth e financialstatem ents, our resp onsibility isto read th e oth er
inform ation and , in d oing so, consid er w h eth er th e oth er inform ation ism aterially inconsistentw ith
th e financialstatem entsor our know led g e obtained in th e aud it, or oth erw ise ap p earsto be m aterially
m isstated .If, based on th e w orkw e h ave p erform ed on th e oth er inform ation th atw e obtained p rior to
th e d ate ofth isaud itor’srep ort, w e conclud e th atth ere isa m aterialm isstatem entofth isoth er
inform ation, w e are required to rep ortth atfact.W e h ave noth ing to rep ortin th isreg ard .
Responsibilitiesofth e D irectorsfor th e financialstatem ents
Th e D irectorsare resp onsible, on beh alfofth e Com p any, for th e p rep aration and fair p resentation of
th e financialstatem entsin accord ance w ith N Z IFRSand IFRS, and for such internalcontrolasth e
D irectorsd eterm ine isnecessary to enable th e p rep aration offinancialstatem entsth atare free from
m aterialm isstatem ent, w h eth er d ue to fraud or error.
In p rep aring th e financialstatem ents, th e D irectorsare resp onsible for assessing th e G roup ’sability to
continue asa g oing concern, d isclosing , asap p licable, m attersrelated to g oing concern and using th e
g oing concern basisofaccounting unlessth e D irectorseith er intend to liquid ate th e G roup or to cease
op erations, or h ave no realistic alternative butto d o so.
Aud itor’sresponsibilitiesfor th e aud itofth e financialstatem ents
Our objectivesare to obtain reasonable assurance aboutw h eth er th e financialstatem ents, asa w h ole,
are free from m aterialm isstatem ent, w h eth er d ue to fraud or error, and to issue an aud itor’srep ort
th atinclud esour op inion.Reasonable assurance isa h ig h levelofassurance, butisnota g uarantee
th atan aud itcond ucted in accord ance w ith ISAsN Z and ISAsw illalw aysd etecta m aterial
m isstatem entw h en itexists.M isstatem entscan arise from fraud or error and are consid ered m aterial
if, ind ivid ually or in th e ag g reg ate, th ey could reasonably be exp ected to influence th e econom ic
d ecisionsofuserstaken on th e basisofth ese financialstatem ents.
A furth er d escrip tion ofour resp onsibilitiesfor th e aud itofth e financialstatem entsislocated atth e
ExternalRep orting Board ’sw ebsite at:
h ttp s://w w w .xrb.g ovt.nz/stand ard s-for-assurance-p ractitioners/aud itors-resp onsibilities/aud it-rep ort-1/
Th isd escrip tion form sp artofour aud itor’srep ort.
7
W h o w e reportto
Th isrep ortism ad e solely to th e Com p any’ssh areh old ers, asa bod y. Our aud itw orkh asbeen
und ertaken so th atw e m ig h tstate th ose m attersw h ich w e are required to state to th em in an aud itor’s
rep ortand for no oth er p urp ose. To th e fullestextentp erm itted by law , w e d o notaccep tor assum e
resp onsibility to anyone oth er th an th e Com p any and th e Com p any’ssh areh old ers, asa bod y, for our
aud itw ork, for th isrep ortor for th e op inionsw e h ave form ed .
Th e eng ag em entp artner on th e aud itresulting in th isind ep end entaud itor’srep ortisKarlD eutsch le.
For and on beh alfof:
Ch artered AccountantsAuckland
14 N ovem ber 2017
2017 full year results and announcement of entitlement offer
Tower Limited investor presentation14 November 2017
Disclaimer
2
DisclaimerThis presentation has been prepared by To
wer Limited (the “Company”). This presentation
has been prepared to provide information
on Tower’s business and in
relation to the proposed rights offer of fu
lly paid ordinary shares (the “New Shares”)
in the Company to eligible shareholders
under clause 19 of Schedule 1 of the
Financial Markets Conduct Act 2013 and
ASIC Instrument 16-0218 (the “Offer”).
InformationThis presentation contains summary information about the Company an
d its activities which is current
as at the date of this pre
sentation. The information in this
presentation is of a general nature and do
es not purport to be complete nor does it
contain all the information which a prospec
tive investor may require in
evaluating a possible investment in the Company or that would be
required in a product disclosure statement for the purposes of
the Financial Markets Conduct
Act 2013. The historical information in this
presentation is, or is based upon, inform
ation that has been released to NZX Limit
ed (“NZX”). This presentation should be
read in conjunction with the Company's other periodic and contin
uous disclosure announcements,
which are available at www.nzx.c
om.
NZX and ASXThe new Shares have been accepted for quotation by NZX and will be
quoted on the NZX Main Board
upon completion of allotment pr
ocedures. The NZX Main
Board is a licensed market under the Financ
ial Markets Conduct Act 2013. However, NZX accepts no responsibility for any stateme
nt in this presentation.
Application will be made to quote the new shares on ASX and Towe
r expects the new Shares will be
quoted upon completion of allo
tment procedures. However,
ASX accepts no responsibility for an
y statement in this presentation.
Not financial product adviceThis presentation is for information purposes only and is not fi
nancial or investment advice or a recommendation to acquire the
Company’s securities, and has been
prepared without taking into account the ob
jectives, financial situation or needs of in
dividuals. Before making an investment de
cision, prospective investors should
consider the appropriateness of the inform
ation having regard to their own objectiv
es, financial situation and needs and consul
t an NZX Participant, or solicitor,
accountant or other professi
onal adviser if necessary.
Past performanceAny past performance information given in this presentation is gi
ven for illustrative purposes on
ly and should not be relied up
on as (and is not) an indication of
future performance.Future performanceThis presentation may contain certain "forwa
rd-looking statements" such as indications of, and guidance on, future earnings and
financial position and performance.
Forward-looking information is inherently un
certain and no assurance can be given that
actual outcomes will not materially diff
er from the forward looking
statements.Disclaimer: To the maximum extent permitted
by law, the Company and its officers, advi
sers and affiliates will not be liable (w
hether in tort (including negligence) or
otherwise) to you or any other person
in relation to this presentation.
Executive summaryMichael StiassnyChairman
Executive summary
4
Vero strategic discussions•
After considering various structural options
in late 2016, Tower received two unsolici
ted offers for 100% of the company’s shar
es
•
Tower’s Board accepted Vero’s offer, howeve
r, the Commerce Commissi
on declined approval
•
The Scheme Implementation Agreement (S
IA) has passed its end date and was term
inated by Tower on 6 November 2017
•
Vero and Tower have since withdraw
n their Commerce Commission appeals
Validated balance sheet and capital structure•
An extensive, independent review of To
wer’s solvency capital has been conducted
•
Tower’s Board has determined that an additional $70.8 million
capital is required to enable
investment in the business and
manage inherent balance sheet risks
•
Tower’s Board has elected to create an additional risk
margin for Canterbury claims of $10m
over and above the provision of the
Appointed Actuary. This is currently equivalent to a probabilit
y of sufficiency between the 80-8
5th percentile and will be rele
ased
as Canterbury outstanding claims run off
Equity raise•
$70.8 million capital to be raised via
pro-rata renounceable entitlement offer
•
Issue price of NZ$0.42 repres
enting a 29% discount to th
e theoretical ex-rights price
•
Ratio of 1 New share for every 1 Existing share held
•
Vero has committed to take up its
full entitlement under the Offer
Momentum picks up pace in FY17•
Significant improvements achieved in core metrics, includ
ing policy and premium growth, claims control and expense
reduction, however, an unprecedented number of la
rge natural events have a
ffected underlying result
•
Tower has reported a full year loss of $8
m, a $13.5m improvement on the prior year
Solid progress in finalising Canterbury earthquake claims•
The number of open Canterbury Earthq
uake claims reduced by 241 in FY17
•
Tower’s Board has elected to create an additional
risk margin for Canterbury claims of $10m.
Positive short-term and medium-term outlook•
Investment in digital and IT re
quired to accelerate the solid
progress made in transforming
into a challenger brand
Committed to efficient
capital management and payment of dividend
•
Tower’s Board and management team
are strongly committed to paying dividends
and to the efficient management of
capital
•
Tower’s Board will review the dividend policy
and look to recommence dividends in FY18
Positive trends continue in FY17
5
Overview of To w e r
Overview of TowerRichard HardingChief Executive Officer
New Zealand 63%
2
Pacific Islands 37%
2
New Zealand 86%Pacific Islands 14%
1
UNDERLYING
NPAT
Notes:1.
Excludes impact of the Canterbury and Kaikoura
earthquakes, foreign tax cr
edits lost and corporate
transaction costs
2. Represents percentage of General Insura
nce underlying profit, excluding Corporate
A New Zealand and Pacific general insurer
7
$
312.4
m
GWP
New Zealand 81%Pacific Islands 19%
$
18
m
479kINFORCE POLICIES
Personal lines
GWP breakdown
House 38%Contents 16%Motor 31%Other 15%
Powerful platform for future growth as
the #3 general insurer in New Zealand and
one of the leading insurers in the Pacific
Clear strategic plan to grow Tower as the leading digital challenger brand
8
To achieve high performanc
e, investment is required
Challenger culture, capability,
and leadership
Personalised price,
cover, and service
Power to choose when and
how to pay
Innovative leadership (i.e.
instant claims)
Community of loyalists
and vocal advocates
Challengerbrand
Product and price
transparency
Claims process
efficiency
Underwriting refinement and
capability build
Simplification of
policies and processes
IT refresh, security, and
regulatory requirements
Traditionalinsurance
Digitaldistribution
Customerexperience
Sophisticated pricing and risk
understanding
Simple and easy underwriting
and claims experiences
Automation and technology
to accelerate claims
Predictive modelling and data
analytics
Setting it right at the moment
of truth
Digital self-service and
engagement tools
Partnerships through extended
ecosystem
Data-driven insights for risk
and decision-making
Product and underwriting
experimentation
Pacific operating
model & growth plan
Solid foundations in place
Transformation will deliver step change in results
9
Simple, customer focussed products
Easy product experimentation and development
Granular, automated pricing and underwriting
Improved access and use of internal and external data
Improved claims management
Significant operational effi
ciencies and reduced costs
Highly engaged employee group
SIGNIFICANT BENEFITS
Challenger brand delivering:•
GWP growth of 4 – 6%
•
Expense ratio <35%
•
ROE of 12 – 14% through the cycle
MEDIUM TERM TARGETS
Improving business performance
10
Positive momentum in GWP growth with effective claims management and ongoing expense reduction
Key metrics
FY17
FY16
To t a l G W P
$312.4m
$303.2m
GWP growth in core NZ portfolio
1
5.8%
1.9%
Growth in policies in core NZ portfolio
1
12,441
2,509
Claims expenses
$131.6m
$127.7m
Management and sales expenses
$102.4m
$106.3m
Underlying profit
2
$18m
$20.1m
Reported loss after tax
3
$8m
$21.5m
Open Canterbury earthquake claims
323
564
1.
Core portfolio is the NZ business and excludes ANZ legacy portfolio
2.
“Underlying profit” does not have a standardised meaning prescr
ibed by Generally Accepted Acco
unting Practice (GAAP) and may
not be comparable to similar measures presented by other entities. While
Tower has applied a consistent approach to measuring underlying profit in the current and comparative periods, it is not subjec
t to audit or independent review. Tower
uses underlying profit as an internal
reporting measure as management believes it provides a better me
asure of Tower’s underlying perfor
mance than reported profit, a
s it excludes large or non-recurring it
ems that may obscure trends in the
underlying performance of the Tower group. Tower considers that
underlying profit is useful to investors as it makes it easier
to compare the underlying financial performance of Tower between periods.
3.
“Reported loss after tax” is calculated and presented in accord
ance with GAAP and is taken fr
om Tower Limited’s audited finan
cial statements for the year
ended 30 September 2017.
ACHIEVEMENTS
GWP growth of 5.8% achieved in core NZ portfolio
Maintained claims discipline despite challenging environment
$3.9m improvement in management expenses
Solid progress being made in Canterbury with a further reduction of 241 open claims
-4,077
1,285
1,224
4,949
7,492
H2 15
H1 16
H2 16
H1 17
H2 17
Core Policy Movement
ACHIEVEMENTS
New digital program supporting core GWP growth in second half of 8.7% on prior year
Tower Direct retention improved
2.0% points on prior year
2
New, simple and easy products improving lead conversion – currently 4% points above target
INVESTMENT WILL ACCELERATE TRAJECTORY•
Unique customer experience
•
Leverage new and existing partnerships to drive retention
•
Innovative new offerings delivered through partners
Focus on customers delivers growth
Core book growing as a result of digital growth and strong retention
CORE
1
NEW
ZEALAND
GWP
GROWTH
11
1.
Core portfolio is the NZ business and excludes ANZ legacy portfolio
2.
During 2017, Tower has changed its methodolog
y for calculating retention rates. Using the
previous methodology, retention for Tower Direct
would be 81.7%, up 1.0% point on prior year.
POLICY
GROWTH
IN
CORE
1
NEW
ZEALAND
PORTFOLIO
93.9
107.2
96.2
116.6
1.6%
2.1%
2.4%
8.7%
H1 16
H2 16
H1 17
H2 17
60.070.080.090.0100.0110.0120.0130.0140.0
-50.0%
-40.0%
-30.0%-20.0%
-10.0%
0.0%
10.0%
20.0%
NZ GWP excluding ANZ ($m)
GWP growth % on same period last year
ACHIEVEMENTS
Online sales increased from 9%
of new business transactions
in March 2016, to 30% in September 2017
Relaunch of new Trade Me Insurance platform, more than tripling net earned premium on prior year
Tailored, targeted insurance o
ffers available for customers
using digital channels
INVESTMENT WILL ACCELERATE TRAJECTORY•
Online conversion rate op
timisation and improvement
•
Digital self-service, policy management and claims lodgement
$1.1m
$1.7m
$2.1m
$2.9m
$3.3m
Jul-Sep16
Oct-Dec16
Jan-Mar17
Apr-Jun17
Jul-Sep17
Trade Me Insurance
Tower Digital
Digital continues to deliver
Continued focus on digital capability and partnership delivers more customers
12
QUARTERLY NEW BUSINESS GWP ACROSS
DIGITAL CHANNELS
New Tower direct
digital platform
launched
Claims and underwriting updateImprovements in pricing, underwriting controlling claims costs despite industry wide inflation
13
ACHIEVEMENTS
Over 30 product updates, pricin
g reviews and targeted rate
changes across all New Zealand portfolios
Supply chain and preferred supplier
initiatives delivered material
savings
New vehicle risk ratings further reducing claims frequency
Excess changes significantly im
proved average claims costs
INVESTMENT WILL ACCELERATE TRAJECTORY•
Sophisticated pricing and underwriti
ng to offset claims inflation
and improve long-term profitability
•
Advanced rating algorithms and address based pricing
•
Improved supply chain management and focus on fraud and claims leakage
TOWER CLAIMS EXPENSES ($m)
Note: Claims costs includes BAU and large storm events, but excludes Christchurch and Kaikoura movements
115.6
123.9
124.2
4.9
3.8
7.4
120.5
127.7
131.6
FY15
FY16
FY17
BAU Claims
Large Events
Kaikoura earthquake and storm eventsHighest number of natural event losses in over 25 years for Tower, excluding the Canterbury quakes
IMPROVEMENTS IN FINANCIAL OUTCOMES
Aggregate reinsurance cover helping to absorb large storm volatility
$3.1m reduction of after tax impact of Kaikoura earthquakesfrom H1, from $7.2m to $4.1m
$1.5m reduction of after tax impact of Ex-Cyclone Debbie and associated flooding in Edgecumbe since April 2017, from $3.6m to $2.1m
KAIKOURA EARTHQUAKE
100% of Tower motor claims, 97% of contents and 79% of over-cap and other house claims finalised
99% of EQC contents claims and 82% of EQC home claims that relate to Tower’s Kaikoura customers closed
Tower has experienced five large loss events during the year and has set up dedicated teams to
help affected customers
Notes:1.
All claims have had settlement offers presented to customers
2.
There are 15 open claims in Edgecu
mbe. Whakatane Council is
aiming for 90% of all people to be back in
their properties by Christmas, and To
wer is well on track to achieve this.
14
Event
Date
Incurred to
Date
Ultimate
Estimate +
Risk Margin
Net of
Reinsurance
(before tax)
# of claims
Percentage
finalised
Port Hills fire
1
Feb-17
$1.0m
$1.2m
$1.2m
19
89%
Tasman Tempest Mar-17
$3.9m
$4.2m
$3.8m
721
88%
Ex-Cyclone Debbie
2
Apr-17
$5.7m
$7.4m
$2.4m
412
78%
Winter storm
Jul-17
$1.3m
$1.6m
-
232
49%
Total storms and other
$11.9m
$14.4m
$7.4m
1,384
Kaikoura earthquake
Nov-16
$3.1m
$5.7m
$5.7m
347
81%
Focus on costsCost saving initiatives continue to
deliver a reduction in expense base
15
ACHIEVEMENTS
Increased focus on efficiency and productivity
Significant saving thro
ugh in-housing IT service desk and other
key support functions
Whole of business procurement review and close management of contract negotiations
Some costs deferred as a result
of acquisition and separation
activity
INVESTMENT WILL ACCELERATE TRAJECTORY•
IT simplification will deliver s
ignificant productivity gains and
step-change in expense reduction
•
Savings expected in FY18 to be
reinvested in stabilising legacy
systems and meeting compliance requirements
MANAGEMENT EXPENSES
Note: Management expenses include
commission cost, depreciation and
amortisation and excludes corporate transaction costs.
53.6
52.8
51.8
50.6
H1 16
H2 16
H1 17
H2 17
IT simplificationFollowing the pause due to ownership, focus is now on delivery of IT simplification to drive growth and productivity
16
ACHIEVEMENTS
Delivery of Tower digital solution
Enhanced Trade Me Insurance platform
Legacy IT systems stabilised
INVESTMENT WILL ACCELERATE TRAJECTORY•
Full digital and self
service functionality
•
Flexibility to update products
and enable targeted, granular
pricing
•
Improved access and use of internal and external data
•
Improved claims management
and operational efficiencies
NEXT STEPS
Selection of EIS to comp
lete formal scoping and
costing following comprehensive tender process
Staged execution planned to enable Board to protect shareholder value
EIS offer a modern insurance system that will improve productivity and customer experience
Scoping and costing
phase has commenced
Board approval for appointment of EIS to undertake project will be sought once costs and timeline confirmed
Financial performanceJeff WrightChief Financial Officer
FY17 Financial updateBusiness performance remains in line with
expectations. Results impacted by larger
than usual number of natural events
GROUP PROFIT SUMMARY
(NZ$m)
18
•
Reported loss after tax reflects:
$11.4m impact from movement in Canterbury provisions
$9.8m increase in March
$1.6m increase in September
$7.2m impact from additional risk margin for Canterbury
$4.1m impact from Kaikoura earthquake
$3.1m impact from corporate transaction activity
•
Underlying profit after tax of $18m affected by storm activity vs FY16 underlying profit after tax of $20.1m
$0.9m impact from Port Hills Fires
$2.7m impact from Tasman Tempest
$1.8m impact from Ex-Cyclone Debbie
•
Pacific NPAT stable and in line with
prior periods, excluding impact of
Cyclone Winston in FY16
Reported profit in Pacific of $7.2m, compared to $5.5m for the prior year
•
2018 reinsurance program has been
finalised on favourable premium
terms, with limit of $790m and aggregate excess increased from $5m to $7m
$ million
FY17
FY16
Gross written premium
312.4
303.2
Gross earned premium
306.8
302.9
Reinsurance costs
(49.8)
(49.1)
Net earned premium
256.9
253.8
Net claims expense
(131.6)
(127.7)
Management and sales expenses
(102.4)
(106.3)
Underwriting profit
22.9
19.8
Investment revenue and other revenue
6.1
8.5
Financing costs
(0.8)
-
Underlying profit before tax
28.2
28.3
Income tax expense
(10.2)
(8.2)
Underlying profit after tax
18.0
20.1
Canterbury impact - Increase in outstanding claims
(11.4)
(25.3)
- Additional risk margin
(7.2)
-
Kaikoura impact
(4.1)
-
Impairment of intangibles
-(14.1)
Business in runoff
1.7
-
Corporate transaction costs
(3.1)
-
Foreign tax credits written off
(1.9)
(2.2)
Reported loss after tax
(8.0)
(21.5)
Key ratiosLoss ratio
51.2%
50.3%
Expense ratio
39.9%
41.9%
Combined ratio
91.1%
92.2%
•
Net earned premium higher due to growth in core book and improved retention
•
Focus on costs has reduced management expenses
•
Net incurred claims were flat, as initiatives to manage cost inflation have largely offset increasing claims frequency
•
More large events this year compared to last year resulting in higher large events claims expense
•
Reduced balances and lower interest rate environment has reduced investment income
Movement in underlying profitGrowth in premiums and lower management expenses offset by large events and lower investment income
19
MOVEMENT IN UNDERLYING PROFIT BEFORE TAX
(NZ$m)
28.3
28.2
3.1
3.9
0.3
3.6
2.4
0.8
FY16
Underlying
profit before tax
Net earned
premium
Management
expenses
Net incurred
claims
Large event
claims
Investment
income and
other revenue
Financing costs FY17 Underlying
profit before tax
Pacific business remains steadyThe Pacific offers a solid platform
with significant potential for Tower
PACIFIC PROFIT SUMMARY
(NZ$m)
20
•
YTD NPAT stable and in line with prior periods, excluding impact of Cyclone Winston in FY16
•
Growth in Fiji, Vanuatu and Samoa offset by softening market and tightened approach to risk in Papua New Guinea
•
Repricing of portfolios underway and enhanced underwriting capability in local teams
$ million
FY17
FY16
Gross written premium
58.2
59.3
Gross earned premium
57.6
58.6
Reinsurance costs
(15.5)
(15.6)
Net earned premium
42.1
43.1
Net claims expense
(15.3)
(20.1)
Management and sales expenses
(15.6)
(15.0)
Underwriting profit
11.3
8.0
Investment revenue
and other revenue
0.9
1.2
Underlying profit before tax
12.2
9.2
Income tax expense
(5.0)
(3.7)
Underlying profit after tax
7.2
5.5
Canterbury updateOpen claims and numbers of new ov
er-cap claims are reducing, but
uncertainty still remains
21
•
Challenging environment remains, with New Zealand insurers continuing to face ongoing risks as a result
of Canterbury earthquakes
•
Appointed Actuary recommended a further $1.6m after-tax strengthening in second half, bringing the full after tax impact to $11.4 million for the year
•
Since March, case estimates have fallen as a result of closing claims. IBNR/IBNER/risk margin have also re
duced as we obtain more certainty
about outstanding claims
Notes:1.
IBNR / IBNER includes claims handling expenses
2.
Ratio of IBNR / IBNER plus risk margin to case estimates
3.
Protocol 1 claims are where EQC are managing
repairs yet the total cost
is over the EQC cap.
MOVEMENT IN PROPERTIES (since Sep 2016)
•
Reduction in new and reopened claims
56 claims currently under litigation
56 “Protocol 1” claims
3
211 claims moving towards settlement
•
Additional claims continue to be received due to:
New EQC over-cap claims
Additional DFPP and accommodation claims as EQC finalise under-cap properties
•
Reopened claims for additional payments and litigation
RESERVING UPDATE
564
323
403
106
56
Open properties 30
September 2016
New properties
Reopened
Closed
Open properties 30
September 2017
(NZ$m)
Sep
‐
17
%
of
case
estimates
2
Mar
‐
17
%
of
case
estimates
2
Sep
‐
16
%
of
case
estimates
2
Case
estimates
58.9
73.9
93.2
IBNR/IBNER
1
34.4
47.4
44.0
Risk
margin
13.9
18.2
11.9
Additional
risk
margin
10.0
‐‐
Combined
IBNR/IBNER/risk
margin
58.3 99%
65.6 89%
55.9 60%
Gross
outstanding
claims
117.2
139.5
149.1
•
Tower in consultation with its reinsurers is progressing its recoveryprogram against the Earthquake Commission (EQC) in relation to thecostsincurredduetobuildingandlandworkfollowingthe2010and2011 Canterbury earthquakes.
•
Tower estimates the gross amount receivable due from EQC issignificantly higher than $65.1 million ($13.5m for land and $51.6m forbuildings), but has adopted this amount, which is the actuarial valuationof the Appointed Actuary. The method by which the actuarial valuation iscompleted recognises the inherent risk and uncertainty with recovery ofthe full gross amount. If the amount of $65.1m is received from EQC, anamount of $17.7 million (2016: $20.7 million) will be payable to reinsurers.
•
To date, Tower along with IAG, have issued proceedings against theEQC seeking compensation for remediation of land damage with a courthearing expected in late 2018. Further litigation in regards to land isexpected. Tower is also applying significant resources to the EQCbuilding recovery program. Based on legal advice to date Tower isconfident in its position in regards to its recovery program.
•
Due to the nature of the claims and the potential for litigation or analternate dispute resolution process, the actual recoveries may behigher or lower than anticipated.
•
Tower is party to an arbitration process with Peak Re regarding an adverse development cover policy entered into in 2015 valued at $43.75m.
•
Currently Tower anticipates the arbitration will take place in March 2018 with a decision by mid-2018.
•
Tower remains confident that it will be successful but both the process and the hearing hold risk and collection of the owed amount is not certain. An adve
rse outcome could lead to a nil
recovery due to the binary nature of the process.
Update on Peak Re and EQCTower remains confident of recovery from Peak Re and EQC
22
PEAK RE DISPUTE
EQC RECOVERIES
Capital requirement reviewEntitlement offer will strengthen solvency position to a long-term sustainable level
23
TOWER INSURANCE LIMITED SOLVENCY POSITION
($m)
Note: Solvency capital calculation based on $70.8m entitlement offer less offer costs
MEDIUM-TERM CAPITAL REQUIREMENT•
Tower’s Board and management have conf
idently determined to invest in a
sustainable future while recognising th
e inherent uncertainty faced by the
industry relating to the Canterbury earthquakes
•
Tower has undertaken a detailed review to determine the amount of capital required to strengthen its solvency capi
tal position and enable investment for
the future
•
Tower has determined that additional capital of $70.8m is required, to address the inherent uncertainty faced by the business and to permit the signaled and ongoing reinvestment in
Tower’s NZ business
•
In reaching this conclusion, the Board has engaged with Tower’s Appointed Actuary, and independent, external advisers
LONG-TERM CAPITAL VIEW•
Historically, Tower has paid consistent
dividends, reflecting the strength of
Tower’s underlying business and it
s inherently strong cash flow
•
Tower’s Board recognise the need for capital in the medium-term
− Tower’s Board and management team are strongly committed to paying
dividends and to the efficient management of capital
− Tower’s Board will review the dividend policy and look to recommence
dividends in FY18
61.4
61.7
50.0
50.0
37.9
73.4
70.8
less offer
costs
(30.0)
Current
solvency
capital
position
Entitlements
offer
Repayment of
BNZ facility
Solvency
capital
position post
Entitlements
offer
Surplus marginRBNZ marginMSC
FY18 outlook
FY18 outlookRichard HardingChief Executive Officer
Tower outlook for FY18
25
Expect continuing gross written premium growth in NZ core book
•
Improving retention rates and
current marketing campaign resu
lting in strong lead enquiry
•
Positive momentum in digital distribution channel
•
Continued pricing and product refinement to offs
et claims inflation and improve profitability
Pacific offers significant potential
•
New operating model to improve risk management an
d underwriting discipline in key Pacific markets
•
Repricing of portfolios to improve profitability
Management expenses maintained
•
Maintain current expense level, with all savings expect
ed in FY18 to be reinvested in stabilising legacy
systems and meeting compliance requirements
•
Step-change in expense reduction and productivity ga
ins to be realised following implementation of new
technology systems which is expected to yield benefits from FY19
Claims management improvements expected
•
Industry wide claims inflation expected to be offset
by product updates, targeted rate/pricing changes and
supply chain initiatives
Investment in simplification will accelerate improvements in FY19 and beyond
•
Significant management focus will go into IT
simplification and EIS implementation in FY18
•
Expected to yield benefits from FY19
Intention to review dividend policy following capital raise
•
Tower’s Board and management team are strongly co
mmitted to paying dividends and to the efficient
management of capital
•
Tower’s Board will review the dividend policy and look to recommence dividends in FY18
Enhanced capital position
•
Completion of capital raise, along with continuing reso
lution of other legacy issues (Peak arbitration, EQC
receivable and finalisation of Canterbury earthquake cl
aims), will enable management to focus on execution
of business plan
Entitlement offerRichard HardingChief Executive Officer
Equity raising terms and shareholder options
27
Entitlement ratio
•
1 New Share for every 1 Existing Share held
Offer size
•
$70.8m
Maximum New Shares to be issued
•
168,662,150
Issue price
•
NZ$0.42
Offer discount
•
29% to TERP¹
Eligibility
•
Available to persons recorded on Tower’s share register at 7:00pm on 22 November 2017, wi
th a registered address in
New Zealand or Australia
Ranking
•
New shares issued on completi
on of the Rights Offer will
rank equally with Existing shar
es and will be quoted on the
NZX and ASX
Structure
•
Pro rata renounceable Rights Offer provides all Eligible Shareholders with the opportunity to participate
Underwriting
•
The Offer is underwritten by Goldman Sachs New Zealand Limited
Notes:1.
TERP is the theoretical ex rights pric
e of $0.59 which is equal to the average pr
ice of 1 New Share at
the Issue Price of $0.
42 and 1 Existing Share at $0.76 being the la
st traded price as at 13 November 2017.
Equity raising terms
Shareholder options
Take up all or some Rights
•
You will be able to acquire Shares at the Issue Price of NZ$0.42 which is at a discount to the market price immediately prior to the a
nnouncement of the Rights
Offer.
•
If you take up all your ri
ghts you will maintain your
proportional ownership of To
wer after the Rights Offer
Sell all or some Rights
•
If you wish to sell your Rights, you should contact an NZX Broker
•
You will receive value for an
y Rights sold on-market
•
You may be required to pay brokerage on the sale of your Rights
Let Rights lapse
•
If you do nothing, your Righ
ts will lapse and you will not
be able to subscribe for any New Shares
If you do nothing, your Rights will lapse and you will not be able to subscribe for any New Shares or real
ise any other value for your Rights.
The Tower Board encourages you to eith
er take up your Rights in full or
sell your Rights on market
Key risks to Tower
28
•
Tower is subject to risk factors that are specific to its busi
ness activities and those of a more general nature. Any, or a com
bination, of these risk factors may have a
material impact on Tower’s business, operat
ing and financial performance. These impacts
can be negative or positive. This page
describes some of the potential risks
associated with Tower’s business and an investment in its Shares.
It does not purport to list every risk that may be associated
with an investment in Shares now or in the
future, and the occurrence of consequences of some of the risks
described on this page are part
ially or completely outside the
control of Tower, its Directors and
management team.
•
The selection of risks has been based on an assessment of a comb
ination of the probability of the risk occurring and impact of
the risk if it did occur. The assessment is
based on the knowledge of the Directors as at the date of this
document, but there is no guarantee or assurance that the import
ance of different risks will not change or
other risks will not emerge.
•
Before applying for Shares, you should satisfy yourself that yo
u have a sufficient understanding of these matters and should co
nsider whether Shares are a suitable
investment for you, having regard to your
own investment objectives, financial situat
ion and particular needs (including financ
ial and taxation issues). If you do not
understand any part of this presentation or
are in any doubt as to whether to invest in Shares, it is recommended that you seek
professional guidance from your
accountant, share broker, financial adviser
, lawyer or other professional adviser
before deciding whether to invest.
Risk
Description
Tower businessperformance
•
The insurance industry that Tower operates within involves the a
ssumption of risk. Changes in frequency and severity of custome
r claims, which may result from
inflation, natural disasters or other even
ts, can affect Tower’s capital position, co
nsistency of earnings and the achievement
of targets.
•
The insurance industry is competitive, which may impact Tower’s ab
ility to acquire and retain business. Concentrations of risk
occur due to relationships with
partners, who may choose to put their busi
ness with other insurers. Kiwibank domestic
general insurance business will transition
into runoff in April 2018. ASB
conducted a tender process for their credit card and retail trav
el insurance portfolios that Towe
r were not successful in retai
ning, this relationship will cease in
April 2018. Tower is currently participating in a competitive RFI
process with TSB to retain thei
r domestic general insurance bu
siness and secure their retail travel
insurance program.
•
Risks exist around the implementation of Tower’s IT simplificati
on plan which, if not successful, may result in failure to achi
eve desired operational performance
improvements and medium term financial targets.
Canterburyearthquake claims
•
The scale and impact of the Canterbury Eart
hquakes is unprecedented for all affected
general insurers in New Zealand and has le
d to Tower alone receiving
over 16,000 claims.
•
Tower has increased its ultimate incurred clai
ms liabilities in respect of the four ma
in Canterbury earthquakes that occurred on
4 September 2010; 22 February
2011; 13 June 2011 and 23 December 2011 from $792.0 million
in September 2015 to $897.4 million in September 2017.
•
Whilst Tower and its appointed actuary have conducted a comprehe
nsive review in order to assess its Canterbury claims liabiliti
es as accurately as possible, to
a conservative statistical standard, the impact of further Canter
bury claims, and the cost to close existing claims or re-openi
ng of claims, remain a risk for the
Tower business.
•
Reinsurance relating to September 2010 and February 2011 Canterbu
ry earthquakes has been exhauste
d, meaning Tower could be dire
ctly exposed to further
developments. Reinsurance for the June 2011 and Decemb
er 2011 events is unlikely to be fully utilised.
•
Continued on next page
Key risks to Tower
29
•
Continued from prior page
Risk
Description
PeakRearbitration outcome
•
Tower is party to an arbitration process with Peak Re regarding
an adverse development cover policy entered into in 2015 valued
at $43.75m.
•
Currently Tower anticipates the arbitration will take place in Ma
rch 2018 with a decision by mid-2018. Tower remains confident
that it will be successful but
both the process and the hearing hold risk
and collection of the owed amount is not
certain. An adverse outcome could lead to a
nil recovery due to the binary
nature of the process.
EQC Recoveries Program
•
Tower in consultation with its reinsurers
is progressing its recovery program agains
t the Earthquake Commission (EQC) in relati
on to the costs incurred due to
building and land work following the 2010 and 2011 Canterbury
earthquakes. Tower estimates the
gross amount receivable due from
EQC is significantly higher
than $65.1 million ($13.5m for land and $51.6m for buildings),
but has adopted this amount, which is the actuarial valuation of
the Appointed Actuary. The
method by which the actuarial valuation is completed recognises
the inherent risk and uncertainty with recovery of the full gro
ss amount. If the amount of
$65.1m is received from EQC, an amount of $17.7 milli
on (2016: $20.7 million) will be payable to reinsurers.
•
To date, Tower along with IAG, have issued proceedings against
the EQC seeking compensation for remediation of land damage wit
h a court hearing expected
in late 2018. Further litigation in regards to land is expected
. Tower is also applying significant resources to the EQC buildi
ng recovery program. Based on legal
advice to date Tower is confident in its position in regards to
its recovery program. Due to the nature of the claims and the po
tential for litigation or an alternate
dispute resolution process, the actual recoveri
es may be higher or lower than anticipated.
Potentialstrategic discussions
•
Tower and Vero Insurance New Zealand Limited entered into a scheme
implementation agreement in June 2017 for the purchase by Ve
ro of all Tower shares it
did not already hold. In July 2017, the Commerce Commission declin
ed Vero’s clearance application.
Vero and Tower each separate
ly appealed that decision.
Vero and Tower have since withdraw
n their Commerce Commission appeals
•
In addition, the Commerce Commission has made
public comments in relation to its potential investigation under Section 47 of th
e New Zealand Commerce
Act to review potential competition issues caused
by Vero’s acquisition of a 19.9% stake in Tower.
•
The scheme implementation agreement (SIA) has passed its en
d date and was terminated by Tower on 6 November 2017.
•
Shareholders should be aware that Tower may remain as a standalone
listed NZ insurer or that Tower may be acquired by a third pa
rty.
•
Vero has committed to take up its full entitlement under the Offer.
In the event Vero sells its shares, it has agreed to procur
e any person acquiring its
shareholding to take up its rights issue participation commitment
Offer timetable
Key dates
1
for the rights offer are outlined below
30
Notes:1.
These dates are subject to change. Tower reserves the right
to amend the dates and times with
out prior notice, subject to ap
plicable legal and regulatory requirements.
Shares quoted “ex-rights” and Rights Tr
ading commences on the NZX Main Board
Tuesday 21 November
Record date
Wednesday 22 November
Offer documents sent by
Monday 27 November
Right trading ceases
Thursday 7 December
Rights offer closes (and last
date for receipt of renunciations)
Wednesday 13 December
New Shares allotted and commence trading
Wednesday 20 December
Appendices
Appendices
New Zealand business improvingImprovements in key focus areas offset by storm activity and large events
NEW ZEALAND PROFIT SUMMARY
(NZ$m)
•
Improvements in underlying business offset by natural events
•
Increase in GWP on back of better growth in digital and retention initiatives
•
Claims costs remain flat despite industry wide inflation
•
Savings in management expenses
32
$ million
FY17
FY16
Gross written premium
254.2
243.9
Gross earned premium
249.1
244.3
Reinsurance costs
(34.3)
(33.6)
Net earned premium
214.8
210.8
Net claims expense
(116.3)
(107.6)
Management and sales expenses
(85.2)
(88.5)
Underwriting profit
13.2
14.7
Investment revenue
and other revenue
4.6
5.7
Underlying profit before tax
17.8
20.4
Income tax expense
(5.7)
(4.9)
Underlying profit after tax
12.1
15.6
Balance sheetTo w e r G r o u p
33
$ million
30
September
17
30
September
16
Movement
$
Movement
%
Cash & call deposits
102.9
92.2
10.6
11.5%
Investment assets
167.9
188.6
(20.6)
(10.9%)
Deferred acquisition costs
21.0
20.0
1.0
4.9%
Intangible assets
31.3
32.0
(0.6)
(2.0%)
Other operational assets
316.4
307.5
8.8
2.9%
Total assets
639.5
640.3
(0.8)
(0.1%)
Policy liabilities & insurance provisions
(336.0)
(361.0)
25.0
(6.9%)
External debt
(29.9)
0.0
(29.9)
100.0%
Other operational liabilities
(57.8)
(55.3)
(2.5)
4.5%
Total liabilities
(423.7)
(416.3)
(7.4)
1.8%
Total equity
215.7
224.0
(8.2)
(3.7%)
Reconciliation between underlying profit after tax and net profit after tax
34
$ million
FY17
underlying
profit
Non-
underlying
items
(1)
Claims
handling
expenses (2)
Other items (3)
FY17 reported
profit
Gross written premium
312.4
312.4
Gross earned premium
306.8
306.8
Reinsurance costs
(49.8)
(49.8)
Net earned premium
256.9
0.0
0.0
0.0
256.9
Net claims expense
(131.6)
(30.0)
(26.0)
(187.6)
Management and sales expenses
(102.4)
(4.3)
26.0
(4.5)
(85.2)
Underwriting profit
22.9
(34.2)
0.0
(4.5)
(15.8)
Investment revenue and other revenue
6.1
4.5
10.7
Financing costs
(0.8)
(0.8)
Underlying profit before tax
28.2
(34.2)
0.0
0.0
(6.0)
Income tax expense
(10.2)
8.2
(2.0)
Underlying profit after tax
18.0
(26.0)
0.0
0.0
Canterbury impact - Increase in outstanding claims
(11.4)
11.4
- Additional risk margin
(7.2)
7.2
Kaikoura impact
(4.1)
4.1
Business in runoff
1.7
(1.7)
Corporate transaction costs
(3.1)
3.1
Foreign tax credits written off
(1.9)
1.9
Reported loss after tax
(8.0)
0.0
0.0
0.0
(8.0)
1.
Non-underlying items are shown separately
in Tower’s management report
ing, yet included within ‘n
et claims expense’, ‘managem
ent and sales expenses’ and ‘tax expense’
(depending on the nature of the item) in
the financial statements.
2.
In Tower’s management reportin
g, claims handling expenses are reported within
‘management and sales expenses’. In the financia
l statements, claims handling expenses ar
e reclassified to ‘net claims expense’.
3.
Certain items of revenue are netted off ‘management and sales expe
nses’ in Tower’s management reporting, and are reclassified
to ‘other revenue’ in the financial statem
ents. This primarily re
lates to commission
received by Tower.
4
3
1
5
22
2
1
4
44
7
2
3
4
Event 1
Event 2
Event 3
Event 4
Event 5
Event 6
Contribute to excess (Tower cost)
Covered by aggregate
Above coverage (Tower cost)
Reinsurance structure overview
STRUCTURE OVERVIEW (per event)
AGGREGATE COVER OVERVIEW FOR FY18
Aggregate –
$5m per
event (non
earthquake)
Event Size
Catastrophe
Cover
(including
earthquakes)
$10m excess
$790m limit
$10m
$790m
•
Minimum event size of $1m to qualify, max of $5m per event coverage
•
$10m cover once $7m excess filled
•
No coverage for earthquake in New Zealand
Excess of $7m -
Tower cost
Max coverage of
$5m per event
$10m coverage
exceeded
$5m
The excess on the aggregate cover has increased to $7m and the limit on catastrophe cover increased to $790m
35
8. WGNDOC01-#3272262-v2-Creed_-_Appendix_7
APPENDIX 7 – NZSX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)
For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.
Full name
of Issuer
Name of officer authorised to
Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumber
Date
Nature of event
BonusIf ticked,
Rights Issue
Tick as appropriate
Issue
state whether:Taxable
/ Non TaxableConversionInterestRenouncable
Rights IssueCapitalCallDividend
If ticked, stateFull
non-renouncable
change
whether:
InterimYearSpecialDRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Description of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.
Description of theISIN
class of securities
If unknown, contact NZX
Number of Securities toMinimum
Ratio, e.g
be issued following eventEntitlement
1 for 2 for
Conversion, Maturity, Call
Treatment of Fractions
Payable or Exercise Date
Tick if
provide an
pari passu
ORexplanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
ranking
Monies Associated with Event
Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.
Source of
Amount per security
Payment
(does not include any excluded income)
Excluded income per security
(only applicable to listed PIEs)
Supplementary
Amount per security
Currencydividendin dollars and cents
details -
NZSX Listing Rule 7.12.7
Total monies
TaxationAmount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Give details)
Foreign
FDP Credits
Withholding Tax(Give details)
Timing
(Refer Appendix 8 in the NZSX Listing Rules)
Record Date 7pmApplication Date
For calculation of entitlements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conversion Date.
Notice DateAllotment Date
Entitlement letters, call notices,For the issue of new securities.
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:Security Code:
Cease Quoting Old Security 5pm:
22 November 201713 December 2017
By 27 November 201720 December 2017
N/AN/AN/A
N/AN/A
NZDN/A
$70.8 million
Date Payable
N/A
N/AN/A
Enter N/A if not
applicable
N/A
NZTWRE0011S2
Ordinary sharesNZTWRE0011S2
In dollars and cents
N/A
$0.420
09 369 2235N/A14112017
168,662,150N/A11
Ordinary shares
EMAIL: announce@nzx.com
Notice of event affecting securities
1
Tower Limited
Directors' resolutionDavid Callanan
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,
04/03/13
Name of entity
Tower Limited (Tower)
ARBN
088 481 234
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1
+
Class of
+
securities issued or to
be issued
Fully paid ordinary shares (New Shares).
2 Number of
+
securities issued or
to be issued (if known) or
maximum number which may
be issued
168,662,150 New Shares, to be issued
pursuant to the terms of an underwritten
renounceable pro rata entitlement offer
(Entitlement Offer) announced on ASX on
14 November 2017.
3 Principal terms of the
+
securities (e.g. if options,
exercise price and expiry date; if
partly paid
+
securities, the
amount outstanding and due
dates for payment; if
+
convertible securities, the
conversion price and dates for
conversion)
The New Shares will have the same terms as
the existing quoted fully paid ordinary
shares in Tower.
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
4 Do the
+
securities rank equally
in all respects from the
+
issue
date with an existing
+
class of
quoted
+
securities?
If the additional
+
securities do
not rank equally, please state:
the date from which they do
the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or
interest payment
the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
Yes. The New Shares will rank equally with
existing ordinary shares from the date of
issue of the New Shares.
5 Issue price or consideration
NZ$0.42 per New Share for eligible New
Zealand shareholders, and A$0.39 per New
Share for eligible Australian shareholders.
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
To provide further capital for Tower's
subsidiary, Tower Insurance Limited, and
for general corporate purposes.
6a Is the entity an
+
eligible entity
that has obtained security
holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
N/A
6b The date the security holder
resolution under rule 7.1A was
passed
N/A
6c Number of
+
securities issued
without security holder approval
under rule 7.1
N/A
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 3
6d Number of
+
securities issued
with security holder approval
under rule 7.1A
N/A
6e Number of
+
securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
N/A
6f Number of
+
securities issued
under an exception in rule 7.2
N/A
6g If
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.
N/A
6h If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on
which valuation of
consideration was released to
ASX Market Announcements
N/A
6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
N/A
7
+
Issue dates
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in
rule 19.12). For example, the issue date for a
pro rata entitlement issue must comply with
the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
20 December 2017
Number
+
Class
8 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in
section 2 if applicable)
After completion of
the Entitlement
Offer, there will be
up to 337,324,300
fully paid ordinary
shares quoted on
ASX.
Fully paid ordinary
shares
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 4 04/03/2013
Number
+
Class
9 Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in
section 2 if applicable)
N/A
N/A
10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Tower has presently suspended dividend
payments. Tower’s Board and management
team are strongly committed to paying
dividends and to the efficient management
of capital. Tower’s Board will review the
dividend policy and look to recommence
dividends in FY18.
Part 2 - Pro rata issue
11 Is security holder approval
required?
No.
12 Is the issue renounceable or non-
renounceable?
Renounceable.
13 Ratio in which the
+
securities
will be offered
1 New Share for every 1 fully paid ordinary
share held by each eligible shareholder as
at the record date for the Entitlement
Offer.
14
+
Class of
+
securities to which the
offer relates
Fully paid ordinary shares.
15
+
Record date to determine
entitlements
7:00 PM (New Zealand time) on 22
November 2017.
16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
No.
17 Policy for deciding entitlements
in relation to fractions
N/A
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 5
18 Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
All countries other than Australia and New
Zealand.
19 Closing date for receipt of
acceptances or renunciations
7.00pm (New Zealand Time) on 13
December 2017
20 Names of any underwriters
Goldman Sachs New Zealand Limited
(Goldman Sachs)
21 Amount of any underwriting fee
or commission
An underwriting fee of 1.9% of the proceeds
of the Entitlement Offer will be paid to
Goldman Sachs.
22 Names of any brokers to the
issue
N/A
23 Fee or commission payable to the
broker to the issue
N/A
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
N/A
25 If the issue is contingent on
security holders’ approval, the
date of the meeting
N/A
26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
No disclosure document is being prepared.
The Offer Booklet will be released to the
market on or around 16 November 2017. An
Offer Booklet and personalised entitlement
and acceptance form will be sent to eligible
shareholders by 27 November 2017.
27 If the entity has issued options,
and the terms entitle option
holders to participate on
exercise, the date on which
notices will be sent to option
holders
N/A
28 Date rights trading will begin (if
21 November 2017 on the NZX Main Board
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 6 04/03/2013
applicable)
29 Date rights trading will end (if
applicable)
7 December 2017
30 How do security holders sell
their entitlements in full through
a broker?
Entitlements will not be quoted on ASX
and cannot be traded on ASX. Eligible
shareholders may sell some or all of their
entitlements on the NZX Main Board in
accordance with the listing rules of the
NZX and in accordance with the details set
out in the Offer Booklet and entitlement
and acceptance form.
31 How do security holders sell part
of their entitlements through a
broker and accept for the
balance?
Entitlements will not be quoted on ASX
and cannot be traded on ASX. Eligible
shareholders may sell some or all of their
rights on the NZX Main Board in
accordance with the rules of the NZX and
in accordance with the details set out in the
Offer Booklet and entitlement and
acceptance form.
32 How do security holders dispose
of their entitlements (except by
sale through a broker)?
Entitlements will not be quoted on ASX
and cannot be traded on ASX. Eligible
shareholders may sell some or all of their
rights on the NZX Main Board in
accordance with the rules of the NZX and
in accordance with the details set out in the
Offer Booklet and entitlement and
acceptance form.
33
+
Issue date
20 December 2017.
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of
+
securities
(tick one)
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 7
(a)
+
Securities described in Part 1
(b)
All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or
documents
35
If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities
held by those holders
36
If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37
A copy of any trust deed for the additional
+
securities
Entities that have ticked box 34(b)
38 Number of
+
securities for which
+
quotation is sought
39
+
Class of
+
securities for which
quotation is sought
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 8 04/03/2013
40 Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?
If the additional
+
securities do not
rank equally, please state:
the date from which they do
the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution or interest
payment
41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)
Number
+
Class
42 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in clause
38)
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
Quotation agreement
1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX
may quote the
+
securities on any conditions it decides.
2 We warrant the following to ASX.
The issue of the
+
securities to be quoted complies with the law and is
not for an illegal purpose.
There is no reason why those
+
securities should not be granted
+
quotation.
An offer of the
+
securities for sale within 12 months after their issue
will not require disclosure under section 707(3) or section 1012C(6) of
the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be
able to give this warranty
Section 724 or section 1016E of the Corporations Act does not apply to
any applications received by us in relation to any
+
securities to be
quoted and that no-one has any right to return any
+
securities to be
quoted under sections 737, 738 or 1016F of the Corporations Act at the
time that we request that the
+
securities be quoted.
If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at
the time that we request that the
+
securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.
4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on
the information and documents. We warrant that they are (will be) true and
complete.
Sign here: Date: 14 November 2017
(Company secretary)
Print name: David Callanan
100236090/5845978.5
14 November 2017
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
ASX Limited
20 Bridge Street
Sydney NSW 2000
TOWER RIGHTS ISSUE CLEANSING NOTICE
1 Tower Limited (Tower) has announced that it will undertake a pro rata 1 for 1
renounceable rights offer of fully paid ordinary shares of the same class as already
quoted on the NZX Main Board of NZX Limited and the Australian Securities
Exchange, underwritten by Goldman Sachs New Zealand Limited.
2 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (FMC Regulations), and the Financial Markets Conduct Act 2015
(FMCA), Tower states that:
2.1 Tower is making the offer in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of
Schedule 8 to the FMC Regulations.
2.2 As at the date of this notice, Tower is in compliance with the continuous
disclosure obligations that apply to it in relation to ordinary shares in Tower
and there is no information that is “excluded information” as defined in clause
20(5) of Schedule 8 to the FMC Regulations.
2.3 As at the date of this notice, Tower is in compliance with its financial reporting
obligations.
3 This notice is also given in accordance with 708AA of the Corporations Act 2001
(Cth), as modified by Australian Securities and Investments Commission (ASIC)
Instrument 16-0218 and in reliance on ASIC Corporations (Non-Traditional Rights
Issues) Instrument 2016/84.
4 The offer is not expected to have any material effect or consequence on the control
of Tower.
TOWER
Michael Stiassny
Chairman
Tower Limited
ARBN 088 481 234 Incorporated in New Zealand
For media queries, please contact:
Nicholas Meseldzija
Head of Corporate Communications
Mobile: +64 21 531 869
Email: Nicholas.meseldzija@tower.co.nz
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.