Steel & Tube Releases Rights Offer Document

8 August 2018
STU / NZX ANNOUNCEMENT


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
STEEL & TUBE RELEASES RIGHTS OFFER DOCUMENT
Steel & Tube Holdings Limited (NZX: STU) announced on 7 August 2018 that it is seeking to raise
approximately $60.1 million of new capital through a fully underwritten, pro rata, 1 for 1.9 rights offer at
NZ$1.05 per share.
The Offer document is attached and will be sent to eligible shareholders on 16 August 2018.
Applications can be made online at www.shareoffer.co.nz/steelandtube from Friday 17 August 2018.
Applications must be received by 5.00pm on Monday 3 September 2018 (unless extended).
Background to the Rights Offer
As announced on 7 August 2018, Steel & Tube is looking to raise approximately $80.9 million which will
be used to repay debt, strengthening the company’s balance sheet and providing greater flexibility for
Steel & Tube to execute its strategy and deliver better value for shareholders.
The Rights Offer follows a $20.8 million placement which was successfully completed on 7 August 2018,
with strong support from existing and new institutional investors.
Under the Rights Offer, eligible shareholders are entitled (but not obliged) to subscribe for 1 new share
for every 1.9 existing shares held as at 5.00pm on the record date of 15 August 2018, at an issue price of
$1.05 per new share. This represents a 28.1% discount to the closing share price on the NZX on 6 August
2018 and a 18.3% discount to the theoretical ex-rights price (TERP) of $1.28 per share, post the
Placement and the Rights Offer, based on the pre-announcement close of $1.46.
Any entitlements that are not taken up by eligible shareholders and entitlements of ineligible
shareholders will be offered for sale in the shortfall bookbuild. Eligible retail shareholders will have the
opportunity to participate in this bookbuild alongside institutional investors.
Full details of the Offer are included in the Offer document which has been released today.
Key Dates:
•
Record date for rights issue: 5.00pm on 15 August 2018
•
Despatch of Rights Offer to Shareholders: 16 August 2018
•
Opening Date of Rights Offer: 17 August 2018
•
Closing Date of Rights Offer: 5.00pm on 3 September 2018
•
Shortfall Bookbuild: 5 September 2018
•
Allotment Date: 7 September 2018
•
Payment of any premium achieved in the Bookbuild: By 11 September 2018
Available information on the Offer, including the Investor Presentation, is available on Steel & Tube’s
website
www.steelandtube.co.nz/investor/presentations or on the NZX at
www.nzx.com/companies/STU.

ENDS
For further information please contact:
Mark Malpass
Steel & Tube CEO
Tel: +64 27 777 0327
Email: mark.malpass@steelandtube.co.nz
Jackie Ellis
Media and communications
Tel: +64 27 246 2505
Email: jackie@ellisandco.co.nz

---

THIS IS AN IMPORTANT DOCUMENT
|
You should read the whole document before
deciding what action to take with your Rights. If you have any doubts as to what you
should do, please consult your broker, financial, investment or other professional advisor.
Steel & Tube Holdings Limited
Offer Document
1 for 1.9 Rights Offer of Ordinary Shares
7 August 2018

02
|
STEEL & TUBE OFFER DOCUMENT 2018
DIRECTORS OF STEEL & TUBE HOLDINGS LIMITED
Susan Paterson (Chairperson)
Anne Urlwin
Christopher Ellis
Rosemary Warnock
Stephen Reindler
ISSUER
Steel & Tube Holdings Limited
Level 7, 25 Victoria Street
Petone, Lower Hutt 5012
Phone 0800 478 335
steelandtube.co.nz

LEGAL ADVISORS
Chapman Tripp
Level 35, ANZ Centre
23-29 Albert Street
Auckland 1010
Phone +64 9 357 9000
ORGANISING PARTICIPANT, LEAD MANAGER &
UNDERWRITER
First NZ Capital Securities Limited (as Lead Manager)
First NZ Capital Group Limited (as Underwriter)
Level 39, ANZ Centre
23-29 Albert Street
Auckland 1010
Phone +64 9 302 5500
If you have any queries about the number of Rights
shown on the Acceptance Form which accompanies
this Offer Document, or how to apply online or
complete the Acceptance Form, please contact the
Registrar at:
SHARE REGISTRAR
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
Phone +64 9 488 8777
DIRECTORYCONTENTS
IMPORTANT INFORMATION 03
LETTER FROM THE CHAIR 04
PART 1: OFFER AT A GLANCE 06
PART 2: ANSWERS TO FAQ 07
PART 3: DETAILS OF THE OFFER 10
GLOSSARY 14

03
GENERAL INFORMATION
The Offer is made under the exclusion in clause 19 of
Schedule 1 of the Financial Markets Conduct Act 2013.
This document is not a product disclosure statement or
prospectus and does not contain all of the information
which may be required in order to make an informed
investment decision about the Offer or Steel & Tube.
ADDITIONAL INFORMATION AVAILABLE UNDER
CONTINUOUS DISCLOSURE OBLIGATIONS
Steel & Tube is subject to continuous disclosure
obligations under the Listing Rules. You can find
market releases by Steel & Tube at nzx.com under the
code STU.
OFFERING RESTRICTIONS
This Offer Document does not constitute an offer,
advertisement or invitation in any place in which, or to
any person to whom, it would not be lawful to make
such an offer, advertisement or invitation.
This Offer Document may not be sent or given to
any person who is not an Eligible Shareholder or an
Institutional Investor in circumstances in which the
Offer or distribution of this Offer Document would
be unlawful. The distribution of this Offer Document
(including an electronic copy) outside New Zealand
or Australia may be restricted by law. In particular, this
Offer Document may not be distributed to any person,
and the New Shares may not be offered or sold, in any
country outside New Zealand or Australia except to
Institutional Investors or as Steel & Tube may otherwise
determine in compliance with applicable laws. Further
details on the offering restrictions that apply are set
out in the section of this Offer Document headed
“Details of the Offer”.
If you come into possession of this Offer Document,
you should observe any such restrictions. Any failure
by a person to comply with such restrictions may
contravene applicable securities law. Steel & Tube
disclaims all liability to such persons.
CHANGES TO THE OFFER
Subject to the Listing Rules, Steel & Tube reserves the
right to alter the dates set out in this Offer Document.
Steel & Tube reserves the right to withdraw the Offer
and the issue of New Shares at any time before the
Allotment Date at its absolute discretion.
NO GUARANTEE
No guarantee is provided by any person in relation to
the New Shares to be issued under the Offer. Likewise,
no warranty is provided with regard to the future
performance of Steel & Tube or any return on any
investments made pursuant to this Offer Document.
DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not
constitute a recommendation to acquire New Shares
nor does it amount to financial product advice. This
Offer Document has been prepared without taking
into account the particular needs or circumstances
of any investor, including their investment objectives,
financial and/or tax position.
PRIVACY
Any personal information you provide online or on
the Acceptance Form will be held by Steel & Tube
and/or the Share Registrar at the addresses set out
in the Directory. This information will be used for the
purposes of administering your investment in Steel &
Tube. This information will only be disclosed to third
parties with your consent or if otherwise required by
law. Under the Privacy Act 1993, you have the right
to access and correct any personal information held
about you.
ENQUIRIES
Enquiries about the Offer can be directed to an
NZX Primary Market Participant, or your solicitor,
accountant or other professional adviser. If you have
any questions about the number of New Shares shown
on the Acceptance Form that accompanies this Offer
Document, or how to apply online or complete the
Acceptance Form, please contact the Share Registrar.
DEFINED TERMS
Capitalised terms used in this Offer Document have
the specific meaning given to them in the Glossary at
the back of this Offer Document.

IMPORTANT INFORMATIONDIRECTORY

04
|
STEEL & TUBE OFFER DOCUMENT 2018
Dear Shareholder
On behalf of the Board, I am pleased to invite you to
participate in an Offer for New Shares in Steel & Tube,
to raise approximately NZ$60.1 million of new equity
for the company.
This Offer provides an opportunity for you to increase
the number of shares you hold in Steel & Tube and to
take advantage of the discount at which New Shares
will be issued under the Offer.
THE OFFER PROCEEDS WILL BE USED TO
RECAPITALISE STEEL & TUBE’S BALANCE SHEET
BY REPAYING BORROWINGS, THEREBY PROVIDING
THE FINANCIAL FLEXIBILITY TO EXECUTE OUR
STRATEGY.
Steel & Tube is one of New Zealand’s largest
providers of steel products and solutions, with the
most comprehensive range of processed steel in the
country. Our two business divisions – Distribution
and Infrastructure - operate across the construction,
manufacturing and rural sectors.
Our goal is to be the leader in buying, selling,
processing and placing steel products in New Zealand.
We have identified four strategic drivers as part of our
‘Project Strive’ business transformation programme,
which will help us achieve this goal:
• Commitment to safety and quality
• Putting the customer at the heart of our business
• Operational and supply chain excellence
• Supporting a winning team
In late calendar 2017 and following a refresh of the
Board and Management, Steel & Tube embarked
on an extensive company-wide programme to drive
long-term sustainable earnings improvement. As part
of this process, a detailed review was undertaken and
a number of legacy issues were discovered, materially
impacting Steel & Tube’s FY18 expected earnings, as
communicated to the market on 23 May 2018.
These legacy issues have been addressed and
improvements from actions taken in recent months
are now being seen. In particular, the improving
sales trend seen in the last three months of FY18
has continued into the current financial year. We are
pleased to have resolved the issues surrounding
the implementation of our new ERP system and to
have materially strengthened our quality function
which is currently progressing ISO 9001:2015 quality
certification across the company.
Steel & Tube can confirm, based on unaudited
management accounts, that it expects to achieve FY18
results slightly ahead of guidance, with normalised
operating earnings (EBIT
1
) of $16.5 million, which
excludes $53.8 million of non-trading costs and
impairments and a $1.1 million benefit from reduced
software amortisation costs due to the delay in
implementing the new ERP system. Including these
items, EBIT is expected to be a loss of approximately
$(36.2) million, a $1.8 million uplift on the previous
guidance.
Given the capital raising, no final dividend will be paid
for FY18. However, we expect to resume dividend
payments in FY19 consistent with our stated policy of
paying 60-80% of normalised NPAT. The company will
release its audited FY18 results on 31 August 2018.
We are making significant progress on our Project
Strive business transformation initiatives which will
have a positive benefit in the current financial year. We
are pleased to provide EBIT guidance for FY19 of at
least $25.0 million and expect to achieve normalised
EBIT of $35 million to $40 million in the next three
years.
The Board and Management consider it prudent, at
this time, to undertake a capital raising to strengthen
the balance sheet by repaying borrowings, and thereby
providing Steel & Tube with the financial flexibility
to execute its business transformation initiatives and
achieve its longer term strategic objectives.
The company’s gearing will be significantly reduced
and we are resetting the capital structure policy to
operate with net debt of less than 2.0x normalised
EBITDA. We also expect that the capital raising will
strengthen Steel & Tube’s share register and help
create liquidity which will benefit all shareholders.
LETTER FROM THE CHAIR
1
Operating earnings is Earnings Before Interest and Tax (EBIT). FY18 normalised operating earnings is EBIT excluding non-trading adjustments
of $53.8m and a $1.1m benefit from reduced software amortisation costs due to the ERP implementation delay.

05
Reflecting their commitment to Steel & Tube and
confidence in the strategic direction of the company,
Directors holding shares and the CEO of Steel & Tube
intend to take up their Rights under this Offer.
PARTICIPATING IN THE OFFER
Under the Offer, you have the opportunity to purchase
1 New Share for every 1.9 existing Steel & Tube shares
you own at 5.00pm (NZT) 15 August 2018.
The Issue Price of $1.05 per New Share represents
a 28.1% discount to the closing share price on the
NZX on 6 August 2018 and a 18.3% discount to the
theoretical ex-rights price (TERP)
2
of $1.28 per share,
post the Placement and the Offer, based on the pre-
announcement closing price of $1.46.
The Offer follows the successful placement of $20.8
million of New Shares to institutional investors at $1.15
per share, being a higher price than under this Offer.
The Offer is fully underwritten by First NZ Capital
Group Limited.
The Rights will not be tradeable on the NZX
Main Board. Instead, any Rights not taken up, or
attributable to ineligible shareholders, will be offered
to investors through a bookbuild process. In addition
to institutional investors, we are pleased to give retail
shareholders the opportunity to participate in the
bookbuild.
As such if you do nothing with some or all of your
Rights, you may still receive value for those Rights, to
the extent that the bookbuild price exceeds the Issue
Price.
YOU HAVE UNTIL 5.00PM (NZ TIME) ON
MONDAY 3 SEPTEMBER 2018 TO SUBSCRIBE
FOR NEW SHARES
Applications must be made (together with payment)
either via:
• completion of the enclosed Acceptance Form
and return to the Registrar; or
• submission of the online application at
www.shareoffer.co.nz/steelandtube
Please read this Offer Document carefully before
deciding what to do. If you have any questions about
how to deal with your rights, you are encouraged to
talk to a professional adviser.
We encourage you to read through all of our
recent announcements, particularly the Investor
Presentation released on 7 August 2018 at
NZX.com under the ticker “STU”. You can also access
information, including the Investor Presentation and
announcements regarding the Offer, on our website at
www.steelandtube.co.nz/investor/presentations.
We remain deeply committed to rebuilding Steel
& Tube as a leading provider of steel products and
solutions in New Zealand. Thank you for considering
this opportunity and for your continued support.
Yours sincerely
Susan Paterson
Chair
2
TERP is the price at which Steel & Tube’s shares should theoretically trade at, immediately after the shares become ex-entitlement.

06
|
STEEL & TUBE OFFER DOCUMENT 2018
Issuer
Steel & Tube Holdings Limited.
The Offer
A pro rata rights issue of 1 New Share for every
1.9 Existing Shares held at 5.00pm on the Record
Date, followed by a Shortfall Bookbuild. The Offer is
underwritten by First NZ Capital Group Limited and the
Rights will not be quoted on the NZX Main Board.
The amount to be raised under the Offer is up to
approximately $60.1 million.
Issue Price
$1.05 per New Share.
Any New Shares issued under the Shortfall Bookbuild will
be issued at the Bookbuild Price.
Shortfall Bookbuild
Eligible Shareholders who take up their Rights in full
have the opportunity to apply for additional New Shares
which are attributable to any Rights not taken up. These
applications for additional New Shares will go into a
bookbuild process which will also involve Institutional
Investors.
Existing Shares currently on issue
90,633,026 Existing Shares as at 30 June 2018.
18,126,605 Shares issued under the recent placement.
Maximum number of New Shares being offered
57,241,911 New Shares.
Maximum number of Shares on completion of the
Offer
166,001,542 Shares.
IMPORTANT DATES
Announcement of the Offer
7 August 2018
Record Date for determining entitlements to
Rights (New Zealand time)
5.00pm, 15 August 2018
Offer Document, Acceptance Forms sent to
Eligible Shareholders
16 August 2018
Opening date
17 August 2018
Closing Date (last day for receipt of applications
with payment), New Zealand time
5.00pm, 3 September 2018
Shortfall Bookbuild occurs
5 September 2018
Allotment of New Shares under the Offer
7 September 2018
Expected date for quotation of New Shares
issued under the Offer
7 September 2018
Payment of any Premium achieved in the Shortfall
Bookbuild to holders of any Rights not exercised
By 11 September 2018
Mailing of holding statements
By 14 September 2018
PART 1: OFFER AT A GLANCE

07
PART 2: ANSWERS TO FREQUENTLY ASKED QUESTIONS
QUESTIONRESPONSE
What is the Offer?
The Rights Offer is a pro rata rights offer of fully paid
Shares of 1 New Share for every 1.9 Existing Shares
at $1.05 per New Share. This means that if you are an
Eligible Shareholder, you will have the option, but not
the obligation, to subscribe for 1 New Share for every 1.9
Existing Shares you hold at 5.00pm on the Record Date
(15 August 2018).
The Rights Offer will be followed by a Shortfall
Bookbuild, which is explained below. The Rights Offer
and the Shortfall Bookbuild together make up the
“Offer”.
Steel & Tube is aiming to raise a total of approximately
$60.1 million under the Offer.
Why is Steel & Tube making the Offer?
Steel & Tube will use proceeds of the Offer (following
payment of Offer costs) to reduce bank debt and
strengthen the balance sheet.
Is the Offer underwritten?
The Offer is underwritten by First NZ Capital Group
Limited.
Am I eligible to participate in the Rights Offer?
You will be able to participate in the Rights Offer if you
are an Eligible Shareholder.
You are an Eligible Shareholder if, as at 5.00pm on the
Record Date, you are recorded in Steel & Tube’s share
register as a Shareholder and:
(a) your address is shown in Steel & Tube’s share
register as being in New Zealand or Australia; or
(b) your address is shown in Steel & Tube’s share
register as being in Hong Kong or Singapore and
you are an Institutional Investor,
and you are not in the United States and you are not
acting for the account or benefit of a person in the
United States.
How much will I pay for New Shares under the
Rights Offer?
The Issue Price under the Rights Offer is $1.05 per New
Share.
How do I take up my Rights?
Applications can be made online at
www.shareoffer.co.nz/steelandtube from 17 August 2018
or by completing the Acceptance Form and returning
it to the Share Registrar together with payment. Please
allow adequate time for mail deliveries. Applications
received after 5.00pm (New Zealand time) on the
Closing Date may not be accepted.

08
|
STEEL & TUBE OFFER DOCUMENT 2018
QUESTIONRESPONSE
What is the Shortfall Bookbuild?
This is a separate process that takes place after the Rights
Offer that deals with any Rights that are not taken up by
the Closing Date (including those Rights attributable to
Ineligible Shareholders). Any Rights not taken up will be
sold under a process conducted by the Lead Manager.
The Shortfall Bookbuild is expected to be completed on
5 September 2018.
Am I eligible to participate in the Shortfall
Bookbuild?
Traditionally only Institutional Investors participate in the
Shortfall Bookbuild. However, in addition to Institutional
Investors, Steel & Tube is also offering retail investors the
opportunity to participate in the Shortfall Bookbuild and
apply for additional New Shares over and above their
entitlement under the Rights Offer.
You may participate in the Shortfall Bookbuild if you are
an Eligible Shareholder and you have taken up your
Rights in full.
How do I participate in the Shortfall Bookbuild?
To participate in the Shortfall Bookbuild you must:
(a) take up your Rights in full (Part A of the Acceptance
Form); and
(b) apply for New Shares under the Shortfall Bookbuild
by specifying the dollar value of New Shares that
you wish to apply for (Part B of the Acceptance
Form).
If you do not take up your Rights in full, then you will not
be eligible to participate in the Shortfall Bookbuild and
your application for any additional New Shares under the
Shortfall Bookbuild will be disregarded.
Applications can be made online at www.shareoffer.co.nz/
steelandtube from 17 August 2018 or by completing the
Acceptance Form and returning it to the Share Registrar
together with payment. Payment must be made for both
your Rights and the dollar value of New Shares that you
are applying for under the Shortfall Bookbuild.
The price for New Shares under the Shortfall Bookbuild
will be the Bookbuild Price set during the bookbuild.
How many New Shares will I receive under the
Shortfall Bookbuild?
The number of New Shares you will receive under
the Shortfall Bookbuild will depend on the allocation
made to you. Allocations and any necessary scaling
of applications for New Shares under the Shortfall
Bookbuild will be determined by Steel & Tube in its
discretion in consultation with the Lead Manager.

09
QUESTIONRESPONSE
How will the Bookbuild Price be set?
The Bookbuild Price will be determined by Steel & Tube
and the Lead Manager, but will be no less than the
Issue Price of $1.05 per New Share and no greater than
the close price prior to the day of the bookbuild. The
Bookbuild Price will be influenced by the level of demand
for New Shares from Institutional Investors at various
prices.
How much will I pay for New Shares under the
Shortfall Bookbuild?
You will pay the Bookbuild Price for any additional
New Shares that you are allocated under the Shortfall
Bookbuild.
How do I sell my Rights?
Eligible Shareholders may sell some or all of their Rights
by completing the relevant section of their Acceptance
Form and ensuring the purchaser returns it to the Share
Registrar together with payment by the Closing Date.
Should the Eligible Shareholder wish to sell their Rights
in this manner, the Eligible Shareholder is responsible for
identifying a purchaser.
However, the Rights will not be quoted on the NZX Main
Board and there will be no licensed market on which
Shareholders may sell their rights. Accordingly, there may
be no market for the Rights and it may be difficult to find
a purchaser for any Rights.
If you do nothing with some or all of your Rights you may
still receive value for those Rights if a Premium is payable
under the Shortfall Bookbuild.
How do I pay for my New Shares?
You are able to pay for your New Shares by way of
cheque or direct credit.
If you are applying for additional New Shares in the
Shortfall Bookbuild, you will be required to make
full payment at the time of application. If any scaling
is applied to the application, a refund of any extra
application monies will be processed within five business
days of the allotment of the New Shares.
More detail on payment options are included in the
Acceptance Form.

10
|
STEEL & TUBE OFFER DOCUMENT 2018
PART 3: DETAILS OF THE OFFER
THE OFFER
The Offer is an offer of New Shares in Steel & Tube to
Eligible Shareholders under a pro rata Rights Offer,
followed by a Shortfall Bookbuild. Under the Rights
Offer, Eligible Shareholders are entitled to subscribe
for 1 New Share for every 1.9 Existing Shares held at
5.00pm on the Record Date. Any fractional Rights will
be rounded down to the nearest whole number. The
Rights will not be quoted on the NZX Main Board.
If you are an Eligible Shareholder you may take up all
or some of your Rights, transfer all or some of your
Rights or do nothing with all or some of your Rights. If
you are an Eligible Shareholder and you do not take
up all of your Rights, or you transfer some or all of your
Rights, your current shareholding will be diluted as a
result of the issue of New Shares.
If you take up your rights in full, you may also apply
for additional New Shares, by specifying a NZ$ of
New Shares for which you wish to apply for in your
completed Acceptance Form to exercise your Rights.
The maximum number of New Shares that may be
issued under the Offer is 57,241,911.
The Offer is underwritten by First NZ Capital Group
Limited.
ISSUE PRICE
The Issue Price is $1.05 per New Share.
Payment for the New Shares must be paid in full in
accordance with the instructions set out in the online
application process or on the Acceptance Form.
Steel & Tube may choose to accept late applications,
but has no obligation to do so. Steel & Tube may
accept or reject any online application or Acceptance
Form which it considers is not completed correctly,
and may correct any errors or omissions on any online
application or Acceptance Form.
As required by the Listing Rules, if Steel & Tube
receives, before the Closing Date, a renunciation and
an acceptance in respect of the same Right(s), the
renunciation shall be given priority to the acceptance.
Application monies received will be held in a
trust account with the Share Registrar until the
corresponding New Shares are allotted or the
application monies are refunded. No interest will be
paid on any application monies.
Any refunds of application monies will be made within
five business days (as defined in the Listing Rules) of
allotment, or any decision not to proceed with the
Offer.
ELIGIBILITY
The Offer is only open to Eligible Shareholders,
Institutional Investors and persons that Steel & Tube
is satisfied can otherwise participate in the Offer in
compliance with all applicable laws.
Steel & Tube considers that the legal requirements of
jurisdictions other than New Zealand, Australia, Hong
Kong or Singapore are such that it would be unduly
onerous for Steel & Tube to make the Rights Offer in
those jurisdictions. This decision was made having
regard to the small number of Shareholders in such
overseas jurisdictions and the costs of complying with
overseas legal requirements.
This Offer Document is only being sent by Steel
& Tube to Eligible Shareholders and Institutional
Investors. The distribution of this Offer Document
(including an electronic copy) outside New Zealand
or Australia may be restricted by law. Any failure
by a person to comply with such restrictions may
contravene applicable securities law. Steel & Tube
disclaims all liability to such persons.
Australia
This document and the offer of New Shares are
being made available in Australia in reliance on the
Australian Securities and Investments Commission
Corporations (Foreign Rights Issues) Instrument
2015/356.
This document is not a prospectus, product disclosure
statement or any other formal “disclosure document”
for the purposes of the Australian Corporations Act
2001 (Australian Corporations Act) and is not required
to, and does not, contain all the information which
would be required in a “disclosure document” under
the Australian Corporations Act. This document has
not been, and will not be, lodged or registered with
the Australian Securities and Investments Commission
or the Australian Securities Exchange and the issuer is
not subject to the continuous disclosure requirements
that apply in Australia.

11
Prospective investors should not construe anything in
this document as legal, business or tax advice nor as
financial product advice for the purposes of Chapter 7
of the Australian Corporations Act.
Hong Kong
No New Shares have been offered or sold or will be
or may be offered or sold in Hong Kong, by means of
any document other than (a) to professional investors
as defined in the Securities and Futures Ordinance
(Cap. 571) of Hong Kong (the SFO) and any rules made
under the SFO; or (b) in other circumstances which
do not result in the document being a prospectus
as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong (the C(WUMP)O) or which do not
constitute an offer to the public within the meaning of
the C(WUMP)O.
No advertisement, invitation or document relating to
the New Shares may be issued or in the possession of
any person or will be issued or be in the possession
of any person in each case for the purpose of issue,
whether in Hong Kong or elsewhere, which is directed
at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted
to do so under the securities laws of Hong Kong) other
than with respect to the New Shares which are or are
intended to be disposed of only to persons outside
Hong Kong or only to professional investors as defined
in the SFO and any rules made under the SFO.
Singapore
This Offer Document has not been and will not be
registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, this Offer Document and
any other document or material in connection with
the offer or sale, or invitation for subscription or
purchase, of the New Shares may not be circulated
or distributed, nor may the New Shares be offered
or sold, or be made the subject of an invitation
for subscription or purchase, whether directly or
indirectly, to any person in Singapore other than (i)
to an institutional investor (as defined in Section 4A
of the Securities and Futures Act (Chapter 289 of
Singapore) (the SFA)) pursuant to Section 274 of the
SFA, (ii) to a relevant person (as defined in Section
275(2) of the SFA) pursuant to Section 275(1) of the
SFA, or any person pursuant to Section 275(1A) of the
SFA, and in accordance with the conditions specified
in Section 275 of the SFA, or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Any offer is not made to you with a view to the Rights
or the New Shares being subsequently offered for
sale to any other party. There are on-sale restrictions
in Singapore that may be applicable to investors
who acquire Rights or New Shares. As such, investors
are advised to acquaint themselves with, the SFA
provisions relating to resale restrictions in Singapore
and comply accordingly.
OPENING AND CLOSING DATES
The Rights Offer will open for receipt of acceptances
from 17 August 2018. The last day for receipt of
completed online applications and Acceptance Forms
with payment is 5.00pm on 3 September 2018.
SHORTFALL BOOKBUILD
New Shares attributable to Unexercised Rights will
be offered to Eligible Shareholders who take up
their Rights in full and who apply for additional New
Shares, and Institutional Investors, under the Shortfall
Bookbuild. If you do not take up all of your Rights
under the Rights Offer or are an Ineligible Shareholder,
the New Shares attributable to your Unexercised
Rights will be offered for sale in the Shortfall
Bookbuild.
The Lead Manager will manage the Shortfall Bookbuild
on behalf of Steel & Tube. The Shortfall Bookbuild will
be completed on 5 September 2018.
SHORTFALL BOOKBUILD PROCESS
Eligible Shareholders who take up their Rights in full
can apply for additional New Shares by specifying the
dollar value of New Shares for which you wish to apply
at the time you complete and return the enclosed
Acceptance Form to exercise your Rights. The price
at which the New Shares will be issued to Eligible
Shareholders is the Bookbuild Price to be set as
described below.
All Eligible Shareholders that wish to apply for New
Shares as part of the Shortfall Bookbuild must do so in
New Zealand dollars.

12
|
STEEL & TUBE OFFER DOCUMENT 2018
Institutional Investors participating in the Shortfall
Bookbuild will bid for New Shares attributable to
Unexercised Rights. The minimum bid that may
be submitted for a New Share under the Shortfall
Bookbuild is the Issue Price of $1.05 per New Share
and this amount is payable to Steel & Tube.
The Bookbuild Price will be determined by Steel &
Tube and the Lead Manager and will be:
• no less than the Issue Price; and
• no more than the closing price on the NZX
Main Board for an Existing Share as at the close
of trading on the day prior to the Shortfall
Bookbuild (unless the closing price is less than
the Issue Price, in which case the Bookbuild Price
will be equal to the Issue Price).
The proceeds from each New Share issued under the
Shortfall Bookbuild (if any) will be paid by the Share
Registrar as follows:
• the Issue Price of $1.05 to Steel & Tube; and
• any Premium achieved to the holders of
Unexercised Rights (including Ineligible
Shareholders) in proportion to their holdings
of Unexercised Rights. Ineligible Shareholders
will be deemed to hold the number of Rights
they would have received if they were Eligible
Shareholders for the purpose of calculating the
amount of any Premium payable to them.
Example
This example assumes that there is demand for
all of the New Shares available under the Shortfall
Bookbuild and that the Bookbuild Price exceeds the
Issue Price.
Issue Price per New Share: $1.05
Bookbuild Price per New Share: $1.25
Premium: $0.20
In this example, a Shareholder who holds 1,000
Existing Shares at 5.00pm on the Record Date who
is either an Ineligible Shareholder or is an Eligible
Shareholder who chooses not to take up any of his
or her Rights will have 526 Unexercised Rights. That
Shareholder will receive $105.20 in aggregate for his
or her Unexercised Rights in the Shortfall Bookbuild,
being the Premium of $0.20 multiplied by the number
of Unexercised Rights held by him or her.
The above is an example only. There is no guarantee
that the Bookbuild Price will exceed the Issue Price.
If the Bookbuild Price is equal to the Issue Price,
there will be no Premium payable to the holders of
Unexercised Rights.
APPLICATION TO PARTICIPATE IN SHORTFALL
BOOKBUILD
If you are an Eligible Shareholder and you have
taken up all of your Rights, you may participate in
the Shortfall Bookbuild by completing Part B of the
Acceptance Form and applying for a dollar amount of
New Shares at the Bookbuild Price.
If you are an Institutional Investor, you may participate
in the Shortfall Bookbuild by contacting the Lead
Manager who will provide details as to the process to
be undertaken in relation to the Shortfall Bookbuild.
SHORTFALL BOOKBUILD ALLOCATION POLICY
Allocations and any necessary scaling of applications
for New Shares under the Shortfall Bookbuild will
be determined by Steel & Tube in its discretion in
consultation with the Lead Manager.
Once the Bookbuild Price has been determined, the
application monies in respect of any applications for
New Shares through the Shortfall Bookbuild by Eligible
Shareholders will be divided by the Bookbuild Price to
calculate the number of New Shares that those Eligible
Shareholders have applied for (subject to scaling),
rounded down to the nearest whole New Share.
Any refunds of application monies due to scaling
of applications or applications not being accepted
under the Shortfall Bookbuild will be made within
five business days (as defined in the Listing Rules)
of allotment of the New Shares (without interest). If,
solely due to rounding, there is any difference between
the dollar amount of New Shares for which you apply
through the Shortfall Bookbuild and the value (based
on the Bookbuild Price) of the New Shares you receive
through the Shortfall Bookbuild, this will be retained
by Steel & Tube.
PAYMENT OF PREMIUM
The Premium, if any, will be paid by the Share Registrar
in New Zealand dollars in accordance with the direct
credit payment instructions provided by the relevant
Shareholder to Steel & Tube (if any) or otherwise

13
by cheque sent by ordinary post to their address as
recorded in Steel & Tube’s share register. No interest
will be paid in respect of any Premium payable.
Payment (if any) is expected to be made by 11
September 2018.
UNDERWRITING AGREEMENT
The Underwriter has fully underwritten the Offer. This
means that the Underwriter will subscribe at the Issue
Price for those New Shares which are not taken up
either by Eligible Shareholders or under the Bookbuild
in accordance with the terms of the Underwriting
Agreement.
The principal terms of the Underwriting Agreement are
as follows:
• The Underwriter will be paid an underwriting fee
of 1.50% of the underwritten amount.
• The Underwriter may terminate its obligations
under the Underwriting Agreement on the
occurrence of a number of events which are usual
for an offer of this nature.
• Steel & Tube has agreed to indemnify the
Underwriter in connection with the underwrite
against certain losses.
• Steel & Tube is restricted from offering further
Shares or securities (subject to usual exclusions)
for 6 months after the Allotment Date, or
otherwise entering into any agreement whereby
any person may be entitled to the allotment and
issue of any Shares or other equity securities by
Steel & Tube, or making any announcement of an
intention to do any of the foregoing, other than
pursuant to the Offer.
ALLOTMENT AND ISSUE OF NEW SHARES
New Shares issued pursuant to the exercise of Rights
are expected to be allotted and issued on or by
7 September 2018. Holding statements confirming
the allotment of your New Shares will be issued and
mailed in accordance with the Listing Rules.
TERMS AND RANKING OF NEW SHARES
New Shares will rank equally with, and have the same
voting rights, dividend rights and other entitlements
as, Existing Shares in Steel & Tube quoted on the NZX
Main Board.
DIVIDEND POLICY
Steel & Tube’s current dividend policy is for a payout
ratio of between 60% and 80% of net earnings
adjusted for any material non-ordinary items and
subject to relevant factors at the time.
MINIMUM AMOUNT TO BE RAISED
There is no minimum amount that must be raised for
the Offer to proceed.
NZX MAIN BOARD QUOTATION
The Rights will not be quoted on the NZX Main Board.
It is a term of the Offer that Steel & Tube will take
any necessary steps to ensure that the New Shares
are, immediately after the issue, quoted on the NZX
Main Board. The New Shares have been accepted for
quotation by NZX and will be quoted upon completion
of allotment procedures. NZX Main Board is a licensed
market operated by NZX, a licensed market operator,
regulated under the FMCA.
STAMPING FEE
A broker stamping fee of 0.50% of application monies
on New Shares allotted will be paid to NZX Primary
Market Participants who submit a valid claim for
a broker stamping fee on successful applications,
subject to a maximum fee of $200 per application.
The aggregate broker stamping fee payable on all
successful applications will be limited to $50,000. In
the event that the total broker stamping fees payable
exceed $50,000, the stamping fee payable per
successful application will be scaled back on a pro rata
basis.
No brokerage is payable by you for the issue to you
of New Shares. The broker stamping fee will be paid
by Steel & Tube. Steel & Tube reserves the right to
decline payment of broker stamping fees where it
considers that holdings have been split or otherwise
structured to take advantage of the stamping fee
arrangements.

14
|
STEEL & TUBE OFFER DOCUMENT 2018
Acceptance Form
The personalised acceptance form accompanying this Offer Document for Eligible
Shareholders.
Allotment Date
7 September 2018.
Bookbuild Price
The price per New Share determined by Steel & Tube in consultation with the Lead
Manager through the Shortfall Bookbuild process based on the bids received from
Institutional Investors.
Closing Date
5.00pm on 3 September 2018.
Eligible Shareholder
A person who, at 5.00pm on the Record Date, was recorded in Steel & Tube’s share
register as being a Shareholder and:
(a) whose address is shown in Steel & Tube’s share register as being in New Zealand
or Australia; or
(b) whose address is shown in Steel & Tube’s share register as being in Hong Kong or
Singapore and who is an Institutional Investor,
and who is not in the United States and who is not acting for the account or benefit of
a person in the United States.
Existing Share
A Share on issue on the Record Date.
FMCA
The Financial Markets Conduct Act 2013.
Ineligible Shareholder
A Shareholder of Steel & Tube who is not an Eligible Shareholder.
Institutional Investor
A person:
• in New Zealand, who Steel & Tube considers is an institutional, habitual or
sophisticated investor or to whom an offer of financial products can be made
without disclosure under Part 3 of the FMCA;
• in Australia, who Steel & Tube considers is a person to whom an offer of shares
for issue may lawfully be made without disclosure under part 6D.2 of the
Corporations Act 2001 (Australia) (as modified by any applicable regulatory
instrument);
• in Hong Kong, who Steel & Tube considers is a professional investor as defined in
the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong; or
• in Singapore, who Steel & Tube considers is an “institutional investor” or
a “relevant person” as defined in Subdivision (4) Division 1, Part XIII of the
Securities and Futures Act, Chapter 289 of Singapore,
and who is not in the United States and who is not acting for the account or benefit of
a person in the United States.
Issue Price
NZ$1.05 per New Share.
Lead Manager
First NZ Capital Securities Limited.
Listing Rules
The listing rules of NZX in relation to the NZX Main Board (or any market in
substitution for that market) in force from time to time, read subject to any applicable
rulings or waivers.
GLOSSARY

15
New Share
A Share in Steel & Tube offered under the Offer of the same class as, and ranking
equally in all respects with, Steel & Tube’s quoted Existing Shares at the Allotment
Date.
NZX
NZX Limited.
NZX Main Board
The main board equity security market operated by NZX.
NZX Primary Market
Participant
Any company, firm, organisation, or corporation designated or approved as a primary
market participant from time to time by NZX.
Offer
The Rights Offer and the Shortfall Bookbuild.
Offer Document
This document.
Premium
The amount per New Share, if any, by which the Bookbuild Price exceeds the Issue
Price.
Record Date
15 August 2018.
Right
A renounceable right to subscribe for 1 New Share for every 1.9 Existing Shares held
at 5.00pm on the Record Date at the Issue Price, issued pursuant to the Offer.
Rights Offer
The pro rata renounceable rights offer of New Shares detailed in this Offer Document.
Share
An ordinary share in Steel & Tube.
Shareholder
A registered holder of Shares.
Share Registrar
Computershare Investor Services Limited.
Shortfall Bookbuild
The bookbuild process for New Shares attributable to Unexercised Rights.
Steel & Tube
Steel & Tube Holdings Limited.
Underwriter
First NZ Capital Group Limited.
Underwriting Agreement
The agreement entered into between Steel & Tube and the Underwriter dated
7 August 2018.
Unexercised Rights
Those Rights not taken up by the Closing Date, including the Rights attributable to
Ineligible Shareholders.
NOTE:
• All references to time are to New Zealand time unless stated or defined otherwise.
• All references to currency are to New Zealand dollars unless stated or defined otherwise.
• All references to legislation are references to New Zealand legislation unless stated or
defined otherwise.

STR
ONGER IN EVER
YWAY
steelandtube.co.nz