Updated ASX Appendix 3B – allotment of new shares

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, 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 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 rank equally with
existing ordinary 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)



337,324,300 fully
paid ordinary shares
quoted on ASX after
the allotment of the
New Shares.
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.


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 was prepared.
The Offer Booklet was released to the
market on 16 November 2017. An Offer
Booklet and personalised entitlement and
acceptance form was 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
applicable)
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




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 were not quoted on ASX and
could not be traded on ASX. Eligible
shareholders could 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 were not quoted on ASX and
could not be traded on ASX. Eligible
shareholders could 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 were not quoted on ASX and
could not be traded on ASX. Eligible
shareholders could 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)

(a)

+
Securities described in Part 1

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7
(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: 20 December 2017
(Director/Company secretary)


Print name: David Callanan