SPH Notice – TIL Logistics Group Limited

Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To TIL Logistics Group Limited (NZX:TLL)
Date this disclosure made: 8 October 2018
Date on which substantial holding began: 8 October 2018
Substantial product holder(s) giving disclosure
Full name(s): TIL Logistics Group Limited (“TIL Logistics”)
Summary of substantial holding
Class of quoted voting products: Ordinary shares
Summary for TIL Logistics Group Limited
For this disclosure,—
(a) total number held in class: 60,708,772
(b) total in class: 82,507,548
(c) total percentage held in class: 73.580%
Details of relevant interests
Details for TIL Logistics Group Limited
Nature of relevant interest(s): Power to control the disposal of ordinary shares in TIL
Logistics pursuant to: (a) an escrow deed between TIL Logistics and Bowker Holdings 99
Limited dated 8 October 2018 (copy attached, 3 pages); and (b) an escrow deed between
TIL Logistics and Kern Group (Logistics) Group Limited, Kern Group Pty Limited and Kern
Consulting Group Superfund dated 8 October 2018 (copy attached, 3 pages).
For that relevant interest,—
(a) number held in class: 60,708,772
(b) percentage held in class: 73.580%
(c) current registered holder(s): (a) Bowker Holdings 99 Limited (67,134,749 shares);
(b) Kern Group (Logistics) Group Limited (5,236,643 shares); (c) Kern Group Pty Limited
(186,937 shares); and (d) Kern Consulting Group Superfund (150,443 shares)
(d) registered holder(s) once transfers are registered: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure: Bowker Holdings 99
Limited and Kern Group (Logistics) Pty Limited have advised TIL Logistics that they intend

103954.1 - 953018-2
Pg. 2
to undertake a sale of up to 12,000,000 ordinary shares in TIL Logistics (“Sale Shares”),
representing approximately 14.54% of all TIL Logistics ordinary shares by way of a
bookbuild process managed by Woodward Partners. In connection with this proposed sale,
each of Bowker Holdings 99 Limited and Kern Group (Logistics) Pty Limited (and entities
associated with Gregory James Kern, being Kern Group Pty Limited and Kern Consulting
Group Superfund) have entered into escrow deeds with TIL Logistics under which they
undertake not to sell, transfer or otherwise dispose of any legal or beneficial interest in any
ordinary shares held by them in TIL Logistics (other than the Sale Shares) until the trading
day immediately after the date on which TIL Logistics’ results for the half year ending 31
December 2018 are released to NZX except as permitted by the escrow deeds, including
where consented to by the independent directors of TIL Logistics Group Limited.
Additional information
Address(es) of substantial product holder(s): 330 Devon Street East, New Plymouth, 4310
Contact details: Greg Whitham, (06) 755 9460, greg.whitham@til.kiwi
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: Bowker Holdings 99 Limited and Kern Group
(Logistics) Group Limited, Kern Group Pty Limited and Kern Consulting Group Superfund
Certification
I, Greg Whitham, 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.

953015-1
ESCROW DEED

BY BOWKER HOLDINGS 99 LIMITED (“Holder”)
IN FAVOUR OF TIL LOGISTICS GROUP LIMITED (“Company”)
The Holder, as at the date of this Deed, holds 67,134,749 ordinary shares in the Company (“Shares”) and is
contemplating the sale of up to 10,400,000 Shares (“Sale Shares”) through a bookbuild process managed by
Woodward Partners commencing on the date of this Deed (“Bookbuild”). The Holder undertakes not to sell,
transfer or otherwise dispose of any legal or beneficial interest in any Shares (other than the Sale Shares) until the
trading day immediately after the date on which the Company’s results for the half year ending 31 December 2018
are released to NZX (expected to be on or around 28 February 2019), except:
(a) with the prior written consent of the independent directors of the Company, who must act reasonably;
(b) by way of an in-specie distribution of Shares to the Holder’s shareholders;
(c) if less than all of the Sale Shares are sold through the Bookbuild, the Holder may sell from the date of
this Escrow Deed during the moratorium period, such number of Shares so that it has disposed of, in
aggregate with any Shares sold under the Bookbuild, 10,400,000 Shares;
(d) to accept, or enter into an agreement to accept, a takeover offer under the Takeovers Code Approval
Order 2000 (“Takeovers Code”);
(e) for compulsory acquisition of the Shares under the Takeovers Code;
(f) to accept a buyback offer from the Company;
(g) by way of a scheme of arrangement approved by the Company’s shareholders under the Companies Act
1993;
(h) to an Associated Person (as defined in the NZX Listing Rules, from time to time) of the Holder,
provided that the Associated Person must enter into a deed with the Company in relation to the Shares
transferred on the same terms as this Deed for the remainder of the moratorium period; or
(i) that nothing in this Escrow Deed will prevent the Holder from creating, or agreeing to create, a
mortgage, charge or other form of security interest over or in respect of all or any of the Holder’s
Shares in the Company.
Nothing in this Deed gives the Company any control over the Holder’s voting rights attaching to the Shares.
This Deed may be signed in any number of counterparts, including facsimile or scanned copies, all of which will
together constitute one and the same instrument and a binding and enforceable agreement between the parties.
Any party may execute this Deed by signing any such counterpart.
EXECUTED AS A DEED
Date: 8 October 2018

953015-1


BOWKER HOLDINGS 99 LIMITED by:




Signature of director Signature of director


Name of director Name of director



TIL LOGISTICS GROUP LIMITED by:




Signature of director

Trevor Janes
Signature of director

Danny Chan
Name of director Name of director

953016-2
ESCROW DEED

BY KERN GROUP (LOGISTICS) PTY LIMITED, KERN GROUP PTY LIMITED and KERN
CONSULTING GROUP SUPERFUND (each a “Holder” and together the “Holders”)
IN FAVOUR OF TIL LOGISTICS GROUP LIMITED (“Company”)
The Holders, as at the date of this Deed, hold, in aggregate, 5,574,023 ordinary shares in the Company
(“Shares”). Kern Group (Logistics) Pty Limited is contemplating the sale of up to 1,600,000 Shares (“Sale
Shares”) through a bookbuild process managed by Woodward Partners commencing on the date of this Deed
(“Bookbuild”). Each of the Holders undertakes not to sell, transfer or otherwise dispose of any legal or
beneficial interest in any Shares (other than, in the case of Kern Group (Logistics) Pty Limited, the Sale Shares)
until the trading day immediately after the date on which the Company’s results for the half year ending 31
December 2018 are released to NZX (expected to be on or about 28 February 2019), except:
(a) with the prior written consent of the independent directors of the Company, who must act reasonably;
(b) if less than all of the Sale Shares are sold through the Bookbuild, the Holders may sell from the date of
this Escrow Deed during the moratorium period, such number of Shares so that they have disposed of,
in aggregate with any Shares sold under the Bookbuild, 1,600,000 Shares;
(c) to accept, or enter into an agreement to accept, a takeover offer under the Takeovers Code Approval
Order 2000 (“Takeovers Code”);
(d) for compulsory acquisition of the Shares under the Takeovers Code;
(e) to accept a buyback offer from the Company;
(f) by way of a scheme of arrangement approved by the Company’s shareholders under the Companies Act
1993;
(g) to an Associated Person (as defined in the NZX Listing Rules, from time to time) of that Holder,
provided that the Associated Person must enter into a deed with the Company in relation to the Shares
transferred on the same terms as this Deed for the remainder of the moratorium period; or
(h) that nothing in this Escrow Deed will prevent the Holders from creating, or agreeing to create, a
mortgage, charge or other form of security interest over or in respect of all or any of the Holder’s
Shares in the Company.
Nothing in this Deed gives the Company any control over any Holder’s voting rights attaching to the Shares.
This Deed may be signed in any number of counterparts, including facsimile or scanned copies, all of which will
together constitute one and the same instrument and a binding and enforceable agreement between the parties.
Any party may execute this Deed by signing any such counterpart.
EXECUTED AS A DEED
Date: 8 October 2018

953016-2


KERN GROUP (LOGISTICS) PTY LIMITED by:




Signature of director



Name of director



KERN GROUP PTY LIMITED by:




Signature of director



Name of director


KERN CONSULTING GROUP SUPERFUND by its
attorney in the presence of:

Signature of attorney


Signature of witness


Name of attorney
Name of witness



Occupation



City/town of residence




TIL LOGISTICS GROUP LIMITED by:










Signature of director

Trevor Janes
Signature of director

Danny Chan
Name of director Name of director