Mercury and PowAR increase Tilt Renewables offer

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Mercury NZ and PowAR increase Tilt Renewables offer to NZ$8.10 per
share and secure strengthened agreement with Tilt Renewables
16 April 2021 – Mercury NZ Limited (Mercury) has announced that, together with Powering Australian
Renewables (PowAR), it has agreed to amend the Scheme Implementation Agreement (the SIA) with Tilt
Renewables Limited (Tilt) (NZX, ASX ticker code TLT) entered into on 14 March 2021.
Under the revised agreement, PowAR will acquire all the shares of Tilt (including Mercury’s shares) for an
increased price of NZ$8.10 per share (previously NZ$7.80) for a total consideration of NZ$3,070m. Mercury will
acquire all of Tilt’s New Zealand operations, including its future development options, for an enterprise valuation of
NZ$797m (previously NZ$770m). The acquisition of the New Zealand operations by Mercury will be funded from
the sale of Mercury’s 19.9% Tilt shareholding, worth NZ$608m (previously NZ$585m) and net debt of NZ$189m
(previously NZ$185m).
In addition to the increased price, the SIA has been amended to remove provisions allowing Tilt to evaluate any
“competing proposal” giving greater certainty to all parties and Tilt shareholders that the transaction will complete
by August.
Mercury Chief Executive Vince Hawksworth reiterated the importance of keeping Tilt’s New Zealand renewable
generation and development assets in New Zealand ownership.
“As New Zealand addresses the continuing need for decarbonisation and recognising the vital role that
electrification plays, we believe ownership of these strategic assets by Mercury, a New Zealand owned generator
with an outstanding track record of generation development, is in New Zealand’s best interest.”
“We are pleased to have strengthened the Scheme arrangements with Tilt and see this transaction as an important
step for Mercury to make an even more significant contribution to New Zealand’s de-carbonisation goals through
the further development of renewable generation.”
Mercury notes that:
• The Scheme requires Tilt shareholder approval and is conditional on High Court approval, and regulatory
approvals. The scheme is expected to be finalised in August.
• Infratil Ltd, which owns 65.5% of Tilt, entered a voting deed at the time the original Scheme Implementation
Agreement agreeing to vote its shares in favour of the Scheme. Infratil has consented to the amendments
now being agreed and its voting deed remains valid.
• Mercury has issued a voting intention statement to Tilt Renewables confirming its intent to vote its
shareholding in favour of the Scheme.
ENDS
STOCK EXCHANGE LISTINGS: NZX (MCY) / ASX (MCY)

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Howard Thomas
General Counsel and Company Secretary
Mercury NZ Limited

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ABOUT MERCURY NZ LIMITED
Mercury’s mission is energy freedom. Our purpose is to inspire New Zealanders to enjoy energy in more wonderful
ways and our goal is to be New Zealand’s leading energy brand. We focus on our customers, our people, our
partners and our country; maintain a long-term view of sustainability; and promote wonderful choices. Mercury is
energy made wonderful. Visit us at: www.mercury.co.nz