Tower Limited/Announcement
Tower Limited logo

CAPITAL RETURN – FINAL COURT ORDERS RECEIVED

Dividend1 March 2022TWRFinancials

Tower Limited 136 Fanshawe Street, PO Box 90347, Auckland 1142, New Zealand
Freephone: 0800 808 808 Calling from overseas: +64 9 369 2000 tower.co.nz


1 March 2022





Market Information

NZX Limited

Level 1, NZX Centre

11 Cable Street

WELLINGTON

Company Announcements Office

ASX Limited

Exchange Centre

Level 6, 20 Bridge Street

Sydney NSW 2000

AUSTRALIA




Capital Return to Shareholders – Final Court Orders Received



Tower Limited (Tower) has received final orders from the High Court on 1 March 2022, approving the

return of approximately NZ$30.4 million of capital to its shareholders.


On 13 December 2021 Tower announced that it had received initial orders from the High Court to seek

shareholders’ approval for the return of capital and to obtain IRD approval. The return of capital is on

a pro rata basis, by way of a scheme of arrangement under Part 15 of the Companies Act 1993. The

return of capital was approved at a meeting of shareholders on 2 February 2022 with 99.46% of the

votes cast, being cast in favour of the resolution. IRD approval has also been obtained.


The scheme will involve Tower’s shareholders:


• having one (1) share cancelled for every ten (10) shares held (together with all rights attaching

to those shares) on the record date. Fractions of a share will be rounded up or down to the

nearest whole number (with 0.5 rounded down); and


• receiving a cash sum of NZ$0.72 for each share cancelled. Australian registered shareholders

will receive these funds in Australian dollars at an exchange rate approved by Tower on or

about the record date.


Tower Limited 136 Fanshawe Street, PO Box 90347, Auckland 1142, New Zealand

Freephone: 0800 808 808 Calling from overseas: +64 9 369 2000 tower.co.nz

The record date for the scheme is 8 March 2022, with a summary of the key important dates set out

below:


Event Date

Last trading day – Last trading day prior to halt

of trading on NZX and ASX.

4 March 2022

Record Date – Record date for determining

entitlement to participate in the scheme.

8 March 2022

Implementation Date – Shares cancelled. 9 March 2022

Trading resumes – Trading on NZX and ASX

resumes (with ASX trading to be on a deferred

basis for this day under temporary code

TWRDB).

9 March 2022

Payment – Computershare to make payment

and send new shareholding statements (within

10 working days of record date).

By 22 March 2022







Blair Turnbull

Chief Executive Officer

Tower Limited



For media enquiries, please contact in the first instance:


Emily Davies

Head of Corporate Affairs and Reputation

+64 21 815 149

emily.davies@tower.co.nz

---

Template
Corporate Action Notice

(Other than for a Distribution)

Updated as at 17 October 2019


Page 1 of 2

Section 1: issuer information (mandatory)

Name of issuer Tower Limited

Class of Financial Product Ordinary Shares

NZX ticker code TWR

ISIN (If unknown, check on NZX

website)

NZTWRE0011S2

Name of Registry Computershare Investor Services Limited

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share purchase

plan

Renounceable

Rights issue


Capital

reconstruction


X

Non

Renounceable

Rights issue


Call Bonus issue

Record date 08/03/2022

Ex-Date (one business day before the

Record Date)

07/03/2022

Currency NZD/AUD

Section 2: Capital reconstruction (delete if not applicable)

Nature of capital reconstruction

(Please mark with an X in

applicable box)

Financial Product

Split

Financial

Product

Consolidation


Other X Amalgamation

Ratio (for example 1 for 2) New 1 Existing 10

Treatment of fractions Rounded up or down to the nearest whole number (with

0.5 rounded down).

Number of Financial Products to be

issued/ redeemed

42,164,726 ordinary shares are estimated to be cancelled

(to be determined after rounding).

Per Financial Product amount (if

cash reconstruction)

NZ$0.72 for each share cancelled (shareholders with

Australian registered address to be paid NZ$0.72

converted into Australian dollars at the exchange rate

organised by Tower’s share registrar, as approved by

Tower).

Payment date (if cash

reconstruction)

09/03/2022 – 22/03/2022

Allotment date N/A


2 of 2

Section 3: Authority for this announcement (mandatory)

Name of person authorised to make this

announcement

Blair Turnbull

Contact person for this announcement Emily Davies

Contact phone number +64 21 815 149

Contact email address emily.davies@tower.co.nz

Date of release through MAP 01/03/2022

---

This appendix is available as an online form Appendix 3A.3
Notification of

+

Security consolidation or split

_________________________________________________________________________________

+ See chapter 19 for defined terms

1 December 2019 Page 1

+Rule 3.10.1, 3.20.4, 7.18-7.24A, 15.3, Appendix 7A section 7.

Appendix 3A.3

Notification of

+

security consolidation or split

Information or documents not available now must be given to ASX as soon as available. Information

and documents given to ASX become ASX’s property and may be made public.

Please note that two or more corporate actions on the same

+

security may not run with different record

dates if the timetables result in overlapping (but not identical) ex-periods. It is permissible to run

different corporate actions with the same record date except in the case of consolidations or splits

which cannot run at the same time as any other corporate action for that entity.

If you are an entity incorporated outside Australia, for

+

securities other than CDIs / depository interests,

please obtain and provide an International Securities Identification Number (ISIN) for the class(es) of

+

securities to be created during your corporate action. The ISIN(s) should be advised in the Further

Information section of this form. Further information on this requirement can be found in the Online

Forms section of ASX Online for companies.

*Denotes minimum information required for first lodgement of this form.

**Denotes information that must be provided on or before

+

business day 0 of the relevant Appendix 6A

or Appendix 7A timetable.

The balance of the information, where applicable, must be provided as soon as reasonably practicable

by the entity.

Part 1 – Entity and announcement details

Question

No.

Question Answer

1.1 *Name of entity TOWER LIMITED

1.2 *Registration type and number

One of ABN/ARSN/ARBN/ACN or other registration

type and number (if “other” please specify what type of

registration number has been provided).

ARBN 645941028

1.3 *ASX issuer code TWR

1.4 *The announcement is

Tick whichever is applicable.

New announcement

Update/amendment to previous

announcement

Cancellation of previous announcement

1.4a *Reason for update

Mandatory only if “Update” ticked in Q1.4 above. A

reason must be provided for an update.

N/A

1.4b *Date of previous announcement to this

update

Mandatory only if “Update” ticked in Q1.4 above.

N/A

1.4c *Reason for cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

N/A

1.4d

*Date of previous announcement to this

cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

N/A

This appendix is available as an online form Appendix 3A.3
Notification of

+

Security consolidation or split

_________________________________________________________________________________

+ See chapter 19 for defined terms

1 December 2019 Page 2

1.5 *Date of this announcement

The date of lodgement of the form by the entity via

ASX Online.

1/3/2022

1.6 *Applicable ASX

+

security code(s) and

description(s) for consolidation or split

Please confirm the entity’s

+

securities (quoted and

unquoted) which will be affected by the consolidation

or split. Please note Listing Rule 7.21 in respect of

+

convertible

+

securities, Listing Rules 7.22.1 and

7.22.2 in respect of options and Listing Rule 7.24 in

respect of partly paid

+

securities.

ASX

+

security code: TWR

+

Security description: ORDINARY FULLY

PAID FOREIGN EXEMPT NZX

This appendix is available as an online form Appendix 3A.3
Notification of

+

Security consolidation or split

_________________________________________________________________________________

+ See chapter 19 for defined terms

1 December 2019 Page 3

Part 2 – Approvals

Question

No.

Question Answer

2.1 *Are any of the below approvals required

for the consolidation or split before

business day 0 of the timetable?


+

Security holder approval

• Court approval

• Lodgement of court order with

+

ASIC

• ACCC approval

• FIRB approval;

• Another approval/condition external to

the entity required to be given/met

before business day 0 of the timetable

for the consolidation or split.

If any of the above approvals apply to the

consolidation or split before business day 0 of the

timetable, please answer ‘yes’ and provide details at

Q2.2. If “no” go to Part 3.

The purpose of the question is to confirm that

relevant approvals are received prior to ASX

establishing an ex market in the

+

securities. If the

entity wishes to disclose approvals or conditions

which are to be resolved at a later date it should use

Part 6 “Further information”.

Y


2.2 Approvals

Select appropriate approval from drop down box as applicable. More than one approval can be selected. This

question refers only to events which take place before business day 0 of the timetable. The purpose of the

question is to confirm that relevant approvals are received prior to ASX establishing an ex market in the

+

securities. The “Date for determination” is the date that you expect to know if the approval is given for example

the date of the

+

security holder meeting in the case of

+

security holder approval or the date of the court hearing in

the case of court approval. If the entity wishes to disclose approvals or conditions which are to be resolved at a

later date it should use Part 6 “Further information”.

*Approval/condition *Date for

determination

*Is the date

estimated or

actual?

**Approval

received/condition

met?

Only answer this

question when you

know the outcome of

the approval – please

advise on or before

+

business day 0 of the

relevant Appendix 6A or

Appendix 7A timetable.

Comments

+

Security holder

approval

2/2/2022

Estimated OR

Actual

Yes

No


Court approval N/A

Estimated OR

Actual

Yes

No


Lodgement of court

order with

+

ASIC

N/A

Estimated OR

Actual

Yes

No


ACCC approval

N/A

Estimated OR

Actual

Yes

No

This appendix is available as an online form Appendix 3A.3
Notification of

+

Security consolidation or split

_________________________________________________________________________________

+ See chapter 19 for defined terms

1 December 2019 Page 4

FIRB approval

N/A

Estimated OR

Actual

Yes

No


Other (please specify

in comment section)

1/2/2022

Estimated OR

Actual

Yes

No

New Zealand

Inland Revenue

approval

Other (please specify

in comment section)

1/3/2022

Estimated OR

Actual

Yes

No

New Zealand High

Court approval

Amended 29/06/15

This appendix is available as an online form Appendix 3A.3
Notification of

+

Security consolidation or split

_________________________________________________________________________________


+ See chapter 19 for defined terms

1 December 2019 Page 5

Part 3 – Consolidation or split timetable and details

Question

No.

Question Answer

3.1 *

+

Record date

Per Appendix 7A, section 7 the +record date is

+

business day 3 in the timetable. This is three

+

business days after the effective date (Q3.2). This is

the last day for the entity to register transfers on a pre

consolidation or split basis and the date on which the

register is closed to determine the register for the

consolidation or split of

+

securities.

The

+

record date must be at least four

+

business days

from the current date. Please note that the

+

record

date and the date that trading in the post

consolidation or split +securities commences on a

deferred settlement basis (Q3.4) cannot be changed

(even to postpone it or cancel it) any later than 12

noon Sydney time on the previously advised last day

for trading in pre consolidation or split +securities

(Q3.3).

8/3/2022

3.2 Date of

+

security holder meeting

Same date as provided in Q2.2.

2/2/2022

3.2a Effective date of consolidation or split

Per Appendix 7A, section 7 the effective date is

+business day 0 in the timetable and is 3 +business

days before the +record date. This date can be the

date of the security holder meeting to pass the

necessary resolution to approve the consolidation or

split, or a later date specified in the resolution.

2/2/2022

3.3

*Last day for trading in pre consolidation or

split

+

securities

Per Appendix 7A, section 7 this is

+

business day 1 in

the timetable and the

+

business day after the effective

date. –


4/3/2022

3.4 *Trading in the post consolidation or split

+

securities commences on a deferred

settlement basis.

If agreed by ASX, trading in the post consolidation or

split securities commences on a deferred settlement

basis on this day. If the entity’s +securities are

suspended from trading during this period there will

be no +deferred settlement trading however ASX still

captures this date.

Per Appendix 7A, section 7 this is +business day 2 in

the timetable and the second

+

business day after the

effective date.

Please note that the

+

record date and the date that

trading in the post consolidation or split +securities

commences on a deferred settlement basis cannot be

changed (even to postpone it or cancel it) any later

than 12 noon Sydney time on the previously advised

last day for trading in pre consolidation or split

+securities (Q3.3).

7/3/2022

3.5

+

Record date

Same as Q3.1 above.

8/3/2022

3.6 First day for entity to update its register

and to send holding statements to

9/3/2022

This appendix is available as an online form Appendix 3A.3
Notification of

+

Security consolidation or split

_________________________________________________________________________________


+ See chapter 19 for defined terms

1 December 2019 Page 6

+

security holders reflecting the change in

the number of

+

securities they hold.

Per Appendix 7A, section 7 this is +business day 4 in

the timetable, and the +business day after the

+

record

date.

3.7 Last day for entity to update its register

and send holding statements to

+

security

holders reflecting the change in the

number of

+

securities they hold and to

notify ASX that this has occurred. (+Issue

Date)


Per Appendix 7A, section 7 this is the day that the

deferred settlement market ends. This is

+

business

day 8 in the timetable and five

+

business days after

the

+

record date.

Please note that the

+

issue date cannot be changed

(even to postpone it) any later than 12 noon Sydney

time on the previous

+

issue date advised.

9/3/2022

3.8 Trading starts on a normal T+2 basis

Per Appendix 7A, section 7 this is

+

business day 9 in

the timetable. This date is six

+

business days after the

+

record date and is the

+

business day after the

+

issue

date. .

10/3/2022

3.9 First settlement of trades conducted on a

deferred settlement basis and on a normal

T+2 basis

Per Appendix 7A, section 7 this is

+

business day 11 in

the timetable. This date is eight

+

business days after

the

+

record date and two

+

business days after T+2

trading starts.

14/3/2022

Amended 07/03/16, Amended 01/12/19

This appendix is available as an online form Appendix 3A.3
Notification of

+

Security consolidation or split

_________________________________________________________________________________


+ See chapter 19 for defined terms

1 December 2019 Page 7

Part 4 – Event type and details

Question

No.

Question Answer

4.1 *The event is

Please select one. If “consolidation” please answer

Q4.1a, if “split” please answer Q4.1b.


+

Security consolidation


+

Security split

4.1a *Consolidation ratio

Ratios may only be expressed as whole numbers.

Fractional ratios will need to be multiplied up to a

whole number (for example 1:1.5 should be expressed

as 2:3). Where you consolidate five

+

securities into

one

+

security, the answer above is 5.00 (pre-

consolidation)

+

securities will be consolidated into 1.00

(post-consolidation)

+

security. To consolidate three

+

securities into two

+

securities, the answer above is

3.00 (pre-consolidation)

+

securities will be consolidated

into 2.00 (post-consolidation)

+

securities.

ALL: Please note that the ratio (multiplier or divisor)

cannot be changed any later than 12 noon Sydney

time on the day before the previously advised date in

Q3.4.

the

+

securities will be consolidated on the

basis that

every

10 (pre-consolidation)

+

securities will be

consolidated into

9 (post-consolidation)

+

security (/ies)


4.1b *Split ratio

Ratios may only be expressed as whole numbers.

Fractional ratios will need to be multiplied up to a

whole number (for example 1:1.5 should be expressed

as 2:3). Where you split each

+

security into five, the

answer above is every 1.00 (pre-split)

+

security will be

divided into 5.00 (post-split)

+

securities. To divide each

two

+

securities into three

+

securities the answer is 2.00

(pre-split)

+

securities will be divided into 3.00 (post-

split)

+

securities.

ALL: Please note that the ratio (multiplier or divisor)

cannot be changed any later than 12 noon Sydney

time on the day before the previously advised date in

Q3.4.

the

+

securities will be split on the basis that

every

__________ (pre-split)

+

securities will be

divided into

__________ (post-split)

+

securities.


4.2 *Scrip fraction rounding:

Please select the appropriate description regarding

how fractions will be handled. If you do not have a

rounding policy please choose “Fractions rounded

down to the nearest whole number or fractions

disregarded”.

Fractions rounded up to the next whole

number

Fractions rounded down to the nearest

whole number or fractions disregarded

Fractions sold and proceeds

distributed

Fractions of 0.5 and over rounded up

Fractions over 0.5 rounded up

This appendix is available as an online form Appendix 3A.3
Notification of

+

Security consolidation or split

_________________________________________________________________________________


+ See chapter 19 for defined terms

1 December 2019 Page 8

Part 5 –

+

Securities on issue before and after consolidation or split

A change to the terms or price of

+

convertible securities should be advised in Part 6 – “Further information”.

Question

No.

Question Answer

5.1 *

+

Securities on issue before and after the consolidation or split

Please confirm the number of the entity’s

+

securities on issue before and after the consolidation or split. Please

note Listing Rule 7.21 in respect of

+

convertible securities, Listing Rules 7.22.1, 7.22.2 in respect of options and

Listing Rule 7.24 in respect of partly paid

+

securities. If an estimate is provided please provide the actual

amounts as soon as reasonably practicable and no later than the

+

issue date.

ASX

+

security

code

ASX

+

security

description

Quoted/

unquoted

Number on issue

pre consolidation

or split

Number on issue

post

consolidation or

split

Estimate/

Actual

TWR ORDINARY

FULLY PAID

FOREIGN

EXEMPT NZX

Quoted 421,647,258 379,482,532 Estimated

5.2 *Exercise price of options

Please confirm the exercise price of options on issue before and after the consolidation or split. Please note

Listing Rule 7.21 in respect of

+

convertible securities, and Listing Rules 7.22.1, 7.22.2 in respect of options.

ASX

+

security

code

ASX

+

security

description

Quoted/

unquoted

Currency Exercise price

pre

consolidation or

split

Exercise price post

consolidation or split


5.3 *Partly paid

+

securities affected by the consolidation or split

Please confirm the effect of the consolidation or split on “paid to” and “unpaid” amounts for partly paid

+

securities

on issue before and after the consolidation or split. Please note Listing Rule 7.21 in respect of

+

convertible

securities and Listing Rule 7.24 in respect of partly paid

+

securities. If there is more than one

+

security please

include the additional

+

securities.

ASX

+

security

code

ASX

+

security

description

Quoted/

unquoted

Currency Paid up

amount pre

consolidatio

n or split

Paid up

amount post

consolidatio

n or split

Unpaid

amount pre

consolidatio

n or split

Unpaid

amount post

consolidation

or split

This appendix is available as an online form Appendix 3A.3
Notification of

+

Security consolidation or split

_________________________________________________________________________________


+ See chapter 19 for defined terms

1 December 2019 Page 9

Part 6 – Further Information

Question

No.

Question Answer

6.1 Further information relating to the

consolidation or split

Please provide any further information relating to this

event.

N/A


Introduced 22/09/14; amended 29/06/15; amended 07/03/16; amended 01/12/19

---

This appendix is available as an online form Appendix 3A.4
Notification of cash return of capital

+ See chapter 19 for defined terms

1 December 2019 Page 1

+Rule 3.10.1, 3.20.4, 7.18-7.24, 15.3, Appendix 7A section 8

Appendix 3A.4

Notification of cash return of capital

Information or documents not available now must be given to ASX as soon as available. Information

and documents given to ASX become ASX’s property and may be made public.

Please note that two or more corporate actions on the same

+

security may not run with different record

dates if the timetables result in overlapping (but not identical) ex-periods. It is permissible to run

different corporate actions with the same record date except in the case of consolidations or splits

which cannot run at the same time as any other corporate action for that entity.

*Denotes minimum information required for first lodgement of this form.

**Denotes information that must be provided on or before

+

business day 0 of the relevant Appendix 6A

or Appendix 7A timetable.

The balance of the information, where applicable, must be provided as soon as reasonably practicable

by the entity.

If a cash special dividend is paid at the same time as the return of capital the entity must also lodge

Appendix 3A.1 – notification of dividend / distribution.

Part 1 – Entity and announcement details

Question

no

Question Answer

1.1 *Name of entity TOWER LIMITED

1.2 *Registration type and number

One of ABN/ARSN/ARBN/ACN or other registration

type and number (if “other” please specify what type

of registration number has been provided).

ARBN 645941028

1.3 *ASX issuer code TWR

1.4 *The announcement is

Tick whichever is applicable.

New announcement

Update/amendment to previous

announcement

Cancellation of previous announcement

1.4a *Reason for update

Mandatory only if “Update” ticked in Q1.4 above. A

reason must be provided for an update.

N/A

1.4b *Date of previous announcement to this

update

Mandatory only if “Update” ticked in Q1.4 above.

N/A

1.4c

*Reason for cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

If information has previously been provided in Part 3D

of the form “Preference

+

security distribution rate

details” please also confirm whether the rate changes

remain in place for the

+

security or are also cancelled.

N/A

1.4d

*Date of previous announcement to this

cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

N/A

1.5 *Date of this announcement 1/3/2022

This appendix is available as an online form Appendix 3A.4
Notification of cash return of capital

+ See chapter 19 for defined terms

1 December 2019 Page 2

The date of lodgement of the form by the entity via

ASX Online.

1.6

*Applicable ASX

+

security code and

description for cash return of capital

Please select the

+

security to which the notification

applies. Only one

+

security can be selected for each

form. Consequent changes to option pricing are

covered in later parts of this form.

ASX

+

security code: TWR

+

Security description: ORDINARY FULLY

PAID FOREIGN EXEMPT NZX

This appendix is available as an online form Appendix 3A.4
Notification of cash return of capital

+ See chapter 19 for defined terms

1 December 2019 Page 3

Part 2 – Approvals

Question

No.

Question Answer

2.1 *Are any of the below approvals required

for the cash return of capital before

business day 0 of the timetable?


+

Security holder approval

• Court approval

• Lodgement of court order with

+

ASIC

• ACCC approval

• FIRB approval;

• Another approval/condition external to

the entity required to be given/met

before business day 0 of the timetable

for the cash return of capital.

If any of the above approvals apply to the cash return

of capital before business day 0 of the timetable,

please answer ‘yes’ and provide details at Q2.1a. If

“no” go to Q2.2.

The purpose of the question is to confirm that relevant

approvals are received prior to ASX establishing an

ex market in the

+

securities. If the entity wishes to

disclose approvals or conditions which are to be

resolved at a later date it should use Part 5 “Further

information”.

Y


2.1a Approvals

Select appropriate approval from drop down box as applicable. More than one approval can be selected. This

question refers only to events which take place before business day 0 of the timetable. The purpose of the

question is to confirm that relevant approvals are received prior to ASX establishing an ex market in the

+

securities. The “Date for determination” is the date that you expect to know if the approval is given for example

the date of the

+

security holder meeting in the case of

+

security holder approval or the date of the court hearing

in the case of court approval. If the entity wishes to disclose approvals or conditions which are to be resolved at

a later date it should use Part 5 “Further information”. Please note that Listing Rules 7.19.1-7.19.3 set time

limits for the notification of court approval, the proposed date for lodgement of court order with a regulatory

authority and confirmation that the court order has been lodged with the regulatory authority.

*Approval/

condition

*Date for

determination

*Is the date

estimated or

actual?

**Approval

received/

condition

met?

Only answer this

question when

you know the

outcome of the

approval –

please advise

on or before

+

business day 0

of the relevant

Appendix 6A or

Appendix 7A

timetable.

Comments

+

Security holder

approval

2/2/2022 Estimated

OR

Actual

Yes

No

This appendix is available as an online form Appendix 3A.4
Notification of cash return of capital

+ See chapter 19 for defined terms

1 December 2019 Page 4

Court approval

N/A Estimated

OR

Actual

Yes

No


Lodgement of

court order with

+

ASIC

N/A Estimated

OR

Actual

Yes

No


ACCC approval

N/A Estimated

OR

Actual

Yes

No


FIRB approval

N/A Estimated

OR

Actual

Yes

No


Other (please

specify in

comment section)

1/2/2022 Estimated

OR

Actual

Yes

No

New Zealand Inland

Revenue approval

Other (please

specify in

comment section)

1/3/2022 Estimated

OR

Actual

Yes

No

New Zealand High Court

approval

2.2 *Is the cash return of capital a selective

reduction of capital

If “yes” please answer Q2.2a and 2.2b, if “no” go to

Part 3.

N

2.2a *Date of lodgement of

+

security holder

resolution approving the cash return of

capital with

+

ASIC

Please provide the estimated or actual date of

lodgement of

+

security holder resolution approving the

cash return of capital with

+

ASIC. If estimated date is

provided please provide the actual date by way of an

update to this form when the resolution has been

lodged with

+

ASIC.

N/A







2.2b *Date that is fourteen days after date of

lodgement of

+

security holder resolution

approving the capital return with

+

ASIC

N/A


Amended 29/06/15

This appendix is available as an online form Appendix 3A.4
Notification of cash return of capital

+ See chapter 19 for defined terms

1 December 2019 Page 5

Part 3 – cash return of capital timetable and details

Question

No.

Question Answer

3.1 *

+

Record date

Per Appendix 7A, section 8 the +record date is

+

business day 3 in the timetable. This is three

+business days after the effective date (Q3.1a).

This is the last day for the entity to register transfers

on a pre return of capital basis and the date on which

the register is closed to determine entitlements to the

cash return of capital.

The

+

record date must be at least four

+

business days

from the current date.

Please note that the +record date and the date that

trading in the re-organised +securities on an “ex

return of capital” basis commences (Q3.3) cannot be

changed (even to postpone it or cancel it) any later

than 12 noon Sydney time on the day before the

previously advised date that trading in the re-

organised +securities on an “ex return of capital”

basis commences (Q3.3)..

8/3/2022

3.1a Effective date of the cash return of capital

Per Appendix 7A, section 8 the effective date is

+business day 0 in the timetable and is 3 +business

days before the +record date.

In the case of an equal reduction, this is the day after

the resolution approving the cash return of capital and

in the case of a selective reduction, 14 days after the

date of lodgement of a copy of the resolution

approving the cash return of capital with ASIC under

section 256C(3) of the Corporations Act.

2/2/2022

3.2 *Does the entity have quoted options on

issue

If the answer is Yes, answer 3.4a, 3.5a & b

N

3.2a

Last day for trading in “cum return of

capital” +securities. If the entity has quoted

options, last day for trading in pre-return of

capital quoted options.

Per Appendix 7A, section 8 this is +business day 1 in

the timetable and one +business day after the

effective date.

The last day for trading in pre return of capital quoted

options only applies if the entity has quoted options in

which case the exercise price will change and new

holding statements will be issued to option holders.

N/A

3.3 *Trading in the re-organised

+

securities on

an “ex return of capital” basis commences.

If the entity has quoted options and ASX

agrees, trading in the quoted options

commences on a

+

deferred settlement

basis.

If the entity’s +securities are suspended from trading

during this period there will be no +deferred

settlement trading however ASX still captures this

date.

Per Appendix 7A, section 8 this is +business day 2 in

the timetable and the second

+

business day after the

effective date.

7/3/2022

This appendix is available as an online form Appendix 3A.4
Notification of cash return of capital

+ See chapter 19 for defined terms

1 December 2019 Page 6

Please note that the

+

record date and the date that

trading in the re-organised +securities on an “ex

return of capital” basis commences cannot be

changed (even to postpone it or cancel it) any later

than 12 noon Sydney time on the day before the

previously advised last day for trading in “cum return

of capital” +securities (Q3.2a).

3.4

+

Record date

Same as Q3.1 above.

8/3/2022

3.4a

If the entity has quoted options, first day for

the

+

entity to send holding statements to

+

security holders notifying them of the

change in exercise price for the quoted

options they hold.

This date only applies if the entity has quoted options.

Per Appendix 7A, section 8 this is +business day 4 in

the timetable and one

+

business day after the record

date.

N/A

3.5 * Payment date for cash return of capital.

If applicable and the

+

entity has quoted

options,

+

deferred settlement market in

options ends. Last day for entity to send

holding statements to

+

security holders

notifying them of the change in exercise

price for the quoted options they hold and

to notify ASX that this has occurred.

Per Appendix 7A, section 8 this is +business day 8 in

the timetable and five

+

business days after the

+

record date.

Please note that the payment date cannot be

changed (even to postpone it or cancel it) any later

than 12 noon Sydney time on the day of the previous

payment date advised.

By 22/3/2022

3.5a If the entity has quoted options, trading in

the options starts on a normal T+2 basis

Per Appendix 7A, section 8 this is

+

business day 9 in

the timetable. This date is six

+

business days after the

+

record date and is the

+

business day after the

payment date.

N/A

3.5b If the entity has quoted options, first

settlement of trades conducted on a

+

deferred settlement basis and on a normal

T+2 basis

Per Appendix 7A, section 8 this is

+

business day 11 in

the timetable. This date is eight

+

business days after

the

+

record date and two

+

business days after T+2

trading starts.

N/A

3.6 *Currency in which the cash return of

capital is made

This currency will be the currency in which all other

fields relating to the return of capital will appear. This

is referred to as the “primary currency”.

NZD – New Zealand Dollar

3.7 *Cash return of capital amount per

+

security

Please provide the amount of the cash return of

capital in the primary currency. If the currency is not

AUD please answer 3.7a – 3.7c.

NZD 0.72000000

This appendix is available as an online form Appendix 3A.4
Notification of cash return of capital

+ See chapter 19 for defined terms

1 December 2019 Page 7

3.7a AUD equivalent return of capital amount

per

+

security (in primary currency)

Only for non-AUD returns of capital.

ASX publishes an AUD equivalent amount for non-

AUD returns of capital. If this amount is not provided

by the entity it is calculated and published using the

RBA rate of exchange on the day before the effective-

date. The entity should only populate this field if an

actual amount is known. If amount not known please

answer 3.7b. If known go to 3.7c.

Unknown

3.7b If AUD equivalent not known, date for

information to be released

9/3/2022

3.7c FX rate (in format AUD 1.00 / Primary

currency rate)

N/A

Amended 07/03/16; Amended 01/12/19

This appendix is available as an online form Appendix 3A.4
Notification of cash return of capital

+ See chapter 19 for defined terms

1 December 2019 Page 8

Part 4 – Changes to option pricing as a result of the cash return of capital

Question

No.

Question Answer

4.1 *Will the cash return of capital affect

the exercise price of any entity-

issued options

If “yes”, please answer Q4.1a, if “no” go to

Part 5.

N

4.1a *Exercise price of options

Please confirm the exercise price of options on issue before and after the cash return of capital. Please provide

the amount in the primary currency in dollars (or equivalent denomination for foreign currency). Listing Rule

7.22.3 governs the change in exercise price of options in a cash return of capital. If there is more than one

+

security please include the additional

+

securities.

ASX

+

security

code

ASX

+

security

description

Quoted/

unquoted

Currency

Exercise price

before cash

return of capital

Exercise price after

cash return of capital

This appendix is available as an online form Appendix 3A.4
Notification of cash return of capital

+ See chapter 19 for defined terms

1 December 2019 Page 9

Part 5 – Further Information

Question

No.

Question Answer

5.1 *Has the entity applied for an ATO class

ruling relating to this cash return of capital?

If “yes” please answer Q5.1a, if “no” go to 5.2. If the

ATO ruling is a condition of the event proceeding

please include it at Q2.1 and 2.1a – Conditions.

Y

5.1a *Please provide further information on the

ATO ruling

If the ATO ruling is a condition of the event

proceeding please include it at item 2.1 and 2.1a -

Conditions.

The ATO Ruling has been applied for and is

currently in the process of being considered

by the ATO. A market announcement will be

issued when the ATO concludes its

consideration of the application.

5.2 Source of funds for cash return of capital


Cash on hand

5.3

Further information relating to this cash

return of capital

Please provide any further information relating to this

cash return of capital.

N/A


Introduced 22/09/14, Amended 29/06/15; Amended 07/03/16; Amended 01/12/19

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.