STU – unsolicited offer

Level 7, IBM Building
25 Victoria St, Petone
P O Box 30543, Lower Hutt 5040
New Zealand
Tel +64 4 570 5000



24 April 2018
STU/NZX announcement
STEEL & TUBE ALERTS SHAREHOLDERS TO UNSOLICITED OFFER FROM ZERO COMMISSION NZ
LIMITED
Steel & Tube Holdings Limited (NZX: STU) advises that Zero Commission NZ Limited ("Zero
Commission") has notified its intention to write to certain Steel & Tube shareholders with an
unsolicited offer to buy their shares at $1.88 per share. The market price for Steel & Tube shares was
$2.05 per share as at the close of trading on 23 April 2018, so the offer is approximately 8% lower
than that price.
Zero Commission has been previously linked with making unsolicited, "low ball" offers to buy
securities for well below their market value.
Steel & Tube does not endorse this offer, or any subsequent offers made by Zero Commission to
purchase shares at a discount to the market price.
Steel & Tube’s Chair, Susan Paterson, strongly cautions shareholders against accepting any
unsolicited share offer without first seeking professional financial or legal advice.
Steel & Tube recommends that shareholders who receive an offer from Zero Commission should:
• read Zero Commission’s disclosure document and terms of offer carefully and thoroughly;
• seek independent financial and legal advice; and
• check the most recent market price for Steel & Tube shares.
Shareholders are under no obligation to accept any offer or to take any action in respect of the Zero
Commission offer. Unsolicited share offers are subject to the Financial Markets Conduct Regulations
2014. Under these regulations, unsolicited offers must be made within a clear and concise disclosure
document that outlines certain prescribed information. Shareholders have the right to cancel any
acceptance of the offer up to 10 working days after the date of their acceptance.

Shareholders accepting Zero Commission’s offer should be aware that they are likely to be in the
position of being an unsecured creditor of Zero Commission during the period between their shares
being transferred to Zero Commission and receiving full payment from Zero Commission.
If shareholders need or desire further advice on this matter we suggest they contact an authorised
financial adviser, a list of whom can be found on the Financial Markets Authority website
http://fma.govt.nz/
-ENDS-

Greg Smith
Chief Financial Officer & Company Secretary
STEEL & TUBE

For further information please contact:
Greg Smith
Steel & Tube CFO
Tel: +64 21 755 803
Email: greg.smith@steelandtube.co.nz
Jackie Ellis
Media and communications
Tel: +64 27 246 2505
Email: jackie@ellisandco.co.nz

---

Level 7, IBM Building, 25 Victoria Street,
Petone 5012
PO Box 30543
Lower Hutt 5040
P 04 570 5000
F 04 570 2453
www.steelandtube.co.nz


24 April 2018




Dear Shareholder

WARNING – “LOW BALL” OFFER IN THE MARKET

Steel & Tube Limited has received notification that an unsolicited offer will be made by Zero
Commission NZ Limited (“Zero Commission”) to certain shareholders of Steel & Tube, who
are NZ registered and hold up to 1,250 ordinary shares in the company. The offer is for
$1.88 per share – this is approximately 8% lower than the closing price for Steel & Tube
shares of $2.05 per share on 23 April 2018.


Zero Commission has been previously linked with making unsolicited, "low ball" offers to buy
securities for well below their market value.

The Board of Steel & Tube is concerned to ensure that you are not misled by these
unsolicited “low ball” offers. We strongly caution shareholders against accepting any
unsolicited share offer without first seeking professional financial or legal advice.

We recommend that shareholders who receive an offer from Zero Commission should:-
• read Zero Commission’s disclosure document and terms of offer carefully and
thoroughly;
 make sure you understand how and when you will get paid – it may be that you won’t get
paid for some time after you’ve handed over your shares;
 seek independent legal and financial advice; and
 check the most recent market price for Steel & Tube shares at
www.nzx.com/instruments/STU

Shareholders are under no obligation to accept any offer or to take any action in
respect of the Zero Commission offer.

Shareholders have the right to cancel any acceptance of the offer up to 10 working days
after the date of their acceptance. Read the disclosure document carefully to check what
you need to do if you change your mind after selling your shares.



Steel & Tube does not endorse this offer, or any subsequent offers made by Zero
Commission to purchase shares at a discount to the market price.

Shareholders accepting Zero Commission’s offer should be aware that they are likely to be
in the position of being an unsecured creditor of Zero Commission during the period
between their shares being transferred to Zero Commission and receiving full payment from
Zero Commission. There is also a risk that the person making the offer could go out of
business in the meantime and be unable to make promised payments, even though you
have handed over your shares.

If shareholders need or desire further advice on this matter we suggest they contact an
authorised financial adviser, a list of whom can be found on the Financial Markets Authority
website http://fma.govt.nz/.


Yours sincerely


Susan Paterson
Chair Steel & Tube Limited