TLL – Placement of Mandatory Convertible Notes

Capital Change Notice





Section 1: Issuer information
Name of issuer TIL Logistics Group Limited
NZX ticker code TLL
Class of financial product Unlisted mandatory convertible
notes (“Notes”)
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 8,200,000
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $50,000
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Fully paid
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
100% (post allotment)
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
See TLL’s market
announcement of 3 May 2021
for a summary of the principal
terms of conversion of the
Notes
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Repayment of existing bank
debt
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
164 – representing $8,200,000
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Board resolution dated 2 May
2021
Listing Rule 4.5
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See TLL’s market
announcement of 3 May 2021
for details of the issue of the
Notes
Date of issue/acquisition/redemption 30 April 2021

Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Charles Bolt
Contact person for this announcement Charles Bolt
Contact phone number 021 889 533
Contact email address Charles.Bolt@til.kiwi
Date of release through MAP

3 May 2021

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3 May 2021
Company Announcement

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TIL Placement of Mandatory Convertible Notes

New Zealand freight and logistics company, TIL Logistics Group Limited (NZX: TLL), today
announces the placement of $8.2 million of mandatory convertible notes (“Notes”) to certain of
TIL’s largest shareholders and other wholesale investors.

The net proceeds from the Notes will be used to repay bank debt. Together with cash of $1.8
million, TLL will repay $10 million of senior secured debt under its existing facilities.

Chair of TIL Logistics Group, Trevor Janes, commented: “The placement is of considerable value to
TIL Logistics Group in assisting to reduce core debt. The placement also provides the opportunity
to welcome new wholesale investors to the company”.

Summary of the Terms of the Notes:

Principal Amount and Maturity Date
 Each Note has a principal amount of $50,000.
 The Notes have a maturity date of 30 April 2026 (“Maturity Date”).

Conversion
 On the Maturity Date, all outstanding Notes will be converted to ordinary shares in TIL
(“Conversion”).
 Any holder of Notes (“Noteholder”) may elect to Convert its Notes prior to the Maturity Date
by giving written notice to TIL, provided that no such notice may be given before 1 May 2023.
 On Conversion, TIL will issue a number of ordinary shares in TIL (“Shares”) (rounded to the
nearest whole Share) calculated by dividing the principal amount of the relevant Note by an
amount equal to 90% of the five-day VWAP of Shares. For this purpose, the five-day VWAP is
the volume weighted average price of Shares on the NZX Main Board over the five NZX
trading days before the date of Conversion.
 To permit compliance with the Takeovers Code, a Noteholder may, before Notes are
Converted, elect that all or some of its Notes be satisfied by the issue of non-voting shares in
TIL (“Non-voting Shares”), rather than Shares, on the basis of one Non-voting Share for each
Share which would otherwise be issued. Non-voting Shares have the same rights and terms
as, and rank equally in all respects with, Shares except that:
o they will carry no voting rights (other than on a proposal that affects rights attaching
to Non-voting Shares);
o they will not be quoted on the NZX Main Board; and
o they may be converted at the election of the holder into a Share (so long as the board
of directors of TIL is of the opinion that such conversion would not cause a breach of
any relevant law).
 TIL is not required to Convert any Notes if in the opinion of the board of directors of TIL such
Conversion would cause a breach of any relevant law, including the Takeovers Code.
 The principal amount of Notes is not able to be repaid in cash, except on a liquidation of TIL
subject to the subordination and ranking arrangements described below.

Private Bag 2040 New Plymouth 4342 | 330 Devon Street East New Plymouth 4312

Interest
 Interest will be payable (subject to the below) on each Note at the rate of 5% per annum,
payable by quarterly instalments.
 TIL may in certain limited circumstances determine that interest on Notes will not be paid in
cash for a period of time, but will be added to the principal amount of Notes. TIL may make
that election only if:
o TIL would not, if interest were paid in cash, meet the solvency test in section 4 of the
Companies Act 1993; or
o an event of default or potential event of default is continuing, or would occur as a
result of the payment of interest, in respect of any borrowed money of TIL.
 If and for so long as interest is being capitalised on the Notes, no dividend will be paid in
respect of TIL’s Shares.

Subordination, ranking and listing
 Notes are unsecured.
 All amounts payable in respect of Notes (including principal and interest) are subordinated to
all other creditors of TIL, so that on a liquidation of TIL, those amounts rank after the claims of
all other creditors of TIL, other than other Noteholders.
 Notes rank equally amongst themselves. Shares issued on Conversion will rank equally with
all other Shares then on issue, except in respect of dividends or other benefits the record date
for which falls before the date of Conversion.
 Notes are not guaranteed by any party (including subsidiaries of TIL).
 Notes will not be quoted on the NZX Main Board or any other stock exchange.

Transfer
 Notes are freely transferable, provided that TIL may decline to accept a transfer of any Notes
if in the opinion of TIL, if that transfer is effected and those Notes are Converted, a breach of
the Takeovers Code, the Overseas Investment Act, or any other law would occur.

Takeovers
TIL and Noteholders have the right to Convert if a takeover offer, takeover scheme or similar is
effected in respect of TIL, and the bidder becomes entitled to acquire all of the Shares.

Voting
Notes are non-voting.

ENDS

For further information and media assistance, please contact:

Alan Pearson
Chief Executive Officer
Phone: +64 6 7559457
Email: alan.pearson@til.kiwi

Lee Banks
Chief Financial Officer
Phone: +64 27 525 2876
Email: lee.banks@til.kiwi
Jackie Ellis
Media Liaison
Phone: + 64 27 246 2505
Email: jackie@ellisandco.co.nz

Private Bag 2040 New Plymouth 4342 | 330 Devon Street East New Plymouth 4312

About TIL Logistics Group Limited (TLL)

TLL is one of the largest domestic freight and logistics businesses in New Zealand, with a
nationwide network of branches, depots and warehouses. TLL’s activities include transporting and
warehousing freight throughout New Zealand and co-ordinating freight movements offshore with
the assistance of international alliances. TLL also has a specialist road tanker division which is one
of the largest operators in the New Zealand fuel delivery market.