SPH Notice – Vero Insurance New Zealand Limited

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Disclosure of ceasing to have substantial holding
Section 279, Financial Markets Conduct Act 2013
To NZX Limited
and
To Tower Limited
Date this disclosure made: 14 March 2018
Date last disclosure made: 8 March 2018
Date on which substantial holding ceased: 14 March 2018
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 previous substantial holding
Class of quoted voting products: Ordinary shares in Tower Limited (NZX: TWR) ("Tower")
Summary for Vero:
For last 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 current holding after ceasing to have substantial holding,—
(a) total number held in class: 0
(b) total in class: 337,324,300
(c) total percentage held in class: 0%
Details of transactions and events giving rise to ceasing of substantial holding
Details of the transactions or other events requiring disclosure:
On 8 March 2018, Bain Capital Credit, L.P. on behalf of certain funds and accounts it
controls ("Bain Capital") agreed to purchase 67,464,858 ordinary shares in Tower from
Vero, representing 19.99% of the issued and outstanding shares in Tower, at a sale price
of $0.80 per share (total consideration of $53,971,886.40) ("Transaction"). Settlement
has now occurred in respect of all of the ordinary shares in Tower acquired by Bain Capital
in the Transaction.
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

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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.
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.