SPH Notice – Vero Insurance New Zealand Limited

100080615/3821103.1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Tower Limited
Relevant event being disclosed: Change in the nature of any relevant interest in the
substantial holding
Date of relevant event: 8 March 2018
Date this disclosure made: 8 March 2018
Date last disclosure made: 14 March 2017
Substantial product holder(s) giving disclosure
Full name(s): Vero Insurance New Zealand Limited (a wholly-owned subsidiary of Suncorp
Group Limited) ("Vero")
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Tower Limited (NZX: TWR) ("Tower")
Summary for Vero
For this disclosure,—
(a) total number held in class: 67,464,858
(b) total in class: 337,324,300
(c) total percentage held in class: 19.999%
For last disclosure,—
(a) total number held in class: 33,732,429
(b) total in class: 168,662,150
(c) total percentage held in class: 19.999%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 8 March 2018, Vero
entered into an unconditional agreement to sell all 67,464,858 of its shares in Tower to
Bain Capital Credit, L.P. on behalf of certain funds and accounts it controls ("Bain
Capital") at a sale price of $0.80 per share (total consideration of $53,971,886.40)
("Transaction"). The settlement date has not been fixed.
As a consequence, Vero has ceased to have the power to dispose of, or to control the
disposition of, such shares.

100080615/3821103.1
In connection with the Transaction, Bain Capital has agreed to pay an "escalation
payment" to Vero, if, in the 9 months after 8 March 2018, Bain Capital initiates a takeover
offer under the Takeovers Code (or equivalent scheme of arrangement) in respect of
Tower, Bain Capital must pay Vero the difference between the price paid per share to Vero
and the greater price that Bain Capital offers to all other shareholders of Tower under the
takeover offer.
Details after relevant event
Details for Vero
Nature of relevant interest(s): Qualified – Power to dispose of, or to control the disposition
of such shares is qualified by the agreement with Bain Capital (a copy of the relevant
agreement is attached to this notice).
For that relevant interest,—
(a) number held in class: 67,464,858
(b) percentage held in class: 19.999%
(c) current registered holder(s): Vero
(d) registered holder(s) once transfers are registered: Unknown, but likely to be a
professional custodian selected by Bain Capital Investments (Europe) Limited
Additional information
Address(es) of substantial product holder(s): Level 14, 48 Shortland Street, Auckland
Contact details: Vero Insurance New Zealand Limited, Attn: Tony Reid, Level 13, 48
Shortland Street, Auckland. Email: Tony_reid@vero.co.nz
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Bain Capital Credit LP, Bain Capital Investments
(Europe) Limited and Dent Issuer Designated Activity Company
Certification
I, Tim Buckett, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

1

Bain Capital Credit, L.P.
200 Clarendon Street
Boston, MA 02142
United States
+1 617 516 2000
STRICTLY PRIVATE AND CONFIDENTIAL
7 March 2018
Mr. Timothy Buckett
Chief Financial Officer
Vero Insurance New Zealand Ltd.
Suncorp New Zealand


CONFIDENTIAL OFFER TO PURCHASE

Dear Tim,

We are pleased to provide you with this Confidential Offer from Bain Capital Credit, L.P., on behalf of certain funds and
accounts it controls (“Bain Capital”) to acquire 100% of the shares of Tower Limited (NZX:TWR) (“Tower” or the
“Company”) held by Vero Insurance New Zealand Ltd. (“Vero”), representing approximately 19.99%
1
of the issued and
outstanding shares of the Company (the “Offer”).

Bain Capital is a 100% employee-owned private partnership, with a family of businesses managing approximately US$85
billion in assets globally across Private Equity, Credit, Venture Capital, Public Equities and Real Estate. Bain Capital
Credit was established in 1998 and today manages over US$36 billion across the full spectrum of credit related strategies
including but not limited to loans, bonds, portfolios and other credit related businesses. Bain Capital’s recent experience in
Australia and New Zealand includes investing in financial services companies and consumer and asset finance
transactions. Examples include:

 $2.1 billion purchase of GE’s commercial finance platform in Australia, which consisted of over 500 underlying
loan and lease contracts
 Financing provider to the consortium which acquired GE’s consumer cards business in Australia
 Financing provider to Scottish Pacific, a leading ASX listed debtor finance platform
 Lloyds/BOSI Australian leverage loan book (A$398 million)
 Debt and equity investment in Hirepool, the largest equipment rental business in New Zealand

VALUE

Subject to acceptance by Vero of this Offer, Bain Capital is able to transact on its Offer at a price of NZD $0.80 per share
for 100% of Vero’s holdings. Our Offer price represents a premium of 21% to the 90 day VWAP
2
and 5.3% premium to
the closing price as of 5 March 2018.

Bain Capital confirms that it has formed its own view on the merits of the Offer and the price offered per share.

CONDITIONS

- Transaction to be documented through regular equity trade confirmation with deferred settlement to be agreed by
the parties; and

1
Precise shareholding to be confirmed by Vero.
2
20 November to 20 February
DocuSign Envelope ID: 8D5C2CF7-FDE2-408B-8E1F-34AEC14B9E6B

2

- Bain Capital warrants it is acting for its own account and has no back to back, or similar, arrangements in place;
and
- Vero and Suncorp New Zealand provide warranty that neither is in possession of information regarding Tower that
is material non-public or could be considered price sensitive; and
- In the event Bain Capital initiates a takeover offer under the Takeovers Code (or equivalent scheme of
arrangement under the Companies Act) in respect of Tower in the 9 month period from the date of acceptance of
this Offer and that takeover (or scheme of arrangement as the case may be) becomes unconditional on its terms,
Bain will at the time that it makes payment to other shareholders provide a “top-up” payment to Vero to the extent
that the per share price paid, to all other shareholders under that transaction, exceeds the per share price paid to
Vero hereunder (the “Conditions”).

NEXT STEPS

Our Offer allows Vero to retain upside interest in a potential privatization by Bain while also eliminating downside and
future volatility relating to its interest in Tower. Bain has obtained appropriate internal approvals to submit this Offer and is
subject only to agreement of the Conditions. We are prepared to move quickly to close the Offer upon acceptance by
Vero.

CONFIDENTIALITY

The existence and contents of this letter, the fact that Bain Capital is in discussions in respect of the Offer and the terms
of the Offer are strictly confidential and must not be disclosed to any party by Vero or any of its affiliates or advisors
without the prior written consent of Bain Capital and except as required to satisfy Vero's legal obligation to file notice of a
substantial holding notice under the Financial Markets Conduct Act 2013. In particular, the contents of this letter should
not be used to solicit offers from other parties interested in the Company.

VALIDITY OF OUR OFFER
This Offer is capable of being accepted for a period of 7 days following receipt of this letter, after which the terms of this
Offer will automatically terminate.

This Offer is governed by New Zealand law.

We would welcome the opportunity to discuss this Offer and look forward to hearing from you. In case of any questions,
please do not hesitate to contact one of the persons below.
Yours sincerely,

____________________________
By: Bain Capital Credit, L.P.
On behalf of certain funds and accounts


Barnaby Lyons Matthew Cannan Vikram Punwani
Managing Director Vice President Managing Director
Bain Capital Credit Asia Bain Capital Credit Bain Capital Credit Australia
+852 3656 6735 +1 617 516 2292 +1 617 516 2762
E: blyons@baincapital.com E: mcannan@baincapital.com E: vpunwani@baincapital.com
DocuSign Envelope ID: 8D5C2CF7-FDE2-408B-8E1F-34AEC14B9E6B

3


Accepted and agreed this day of March 2018 for and on behalf of Vero Insurance New Zealand Limited by its
authorized signatory:

______________________________________________
Name: Geoffrey Ricketts

Position: Chairman, Suncorp New Zealand