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TOWER LIMITED — Capital/Financing Update 2009
Sep 28, 2009
65971_rns_2009-09-28_8379d9bd-18ac-4027-89a3-b5800e69aa14.pdf
Capital/Financing Update
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29 September 2009
Company Announcements Office Australian Stock Exchange Limited Exchange Centre Level 6, 20 Bridge Street Sydney NSW 2000 ARBN 0088 481 234 Incorporated in New Zealand
Market Information NZX Limited Level 2, NZX Centre 11 Cable Street PO Box 2959 Wellington New Zealand
TOWER Rights Issue – Allotment of Shares
In accordance with NZSX Listing Rule 7.12.1, TOWER Limited advises that the following securities have been issued pursuant to its pro-rata, renounceable rights issue announced on 24 August 2009:
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(a) Class of Security: Ordinary shares, ISIN NZTWRE0001S3
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(b) Number issued: 60,686,427
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(c) Issue Price: NZ$1.34
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(d) Cash payment
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(e) Amount paid up in full
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(f) Percentage of total class issued: 31.25%
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(g) Reason for issue: Pro-rata, renounceable rights issue
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(h) Authority for issue: Directors' resolution
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(i) Terms of issue: The ordinary shares rank pari passu with the existing ordinary shares (j) Total number of securities after issue: 254,882,993 ordinary shares. (TOWER also has 6,046,608 unlisted options on issue)
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(k) Not applicable
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(l) Date of issue: 28 September 2009
In accordance with ASX listing rule 3.10.5, an Appendix 3B announcement is attached.
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Bronwyn Walsh Company Secretary & Compliance Manager TOWER Limited
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Appendix 3B
New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
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.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
TOWER Limited ( TOWER )
ARBN
088 481 234
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) |
Fully paid ordinary shares (Shares). |
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| 60,686,427 Shares under a 5 for 16 renounceable rights issue (Rights Issue) announced on 24 August 2009. |
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| The Shares will rank equally with other fully paid ordinary shares on issue. |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1118581153 \ 0475221 \ JKA01
Appendix 3B New issue announcement
4 Do the[+] securities rank equally in all Yes, the securities will rank equally in all respects from the date of allotment respects with TOWER's existing quoted with an existing[+] class of quoted +securities? ordinary shares. If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration NZ$1.34 per Share 6 Purpose of the issue The proceeds of the Rights Issue will be used to (If issued as consideration for the provide support for TOWER’s future growth acquisition of assets, clearly identify and enhance the Group’s financial strength. It those assets) will support TOWER’s long term strategy for organic business growth and give the financial flexibility needed for any strategic opportunities that may arise. 7 Dates of entering[+] securities into 29 September 2009 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 254,882,993 Shares. +securities quoted on ASX ( including the securities in clause 2 if applicable)
- See chapter 19 for defined terms.
118581153 \ 0475221 \ JKA01Appendix 3B Page 2
24/10/2005
Appendix 3B
New issue announcement
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Number +Class
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9 Number and +class of all 6,046,608 Unlisted options +securities not quoted on ASX ( including the securities in clause 2 if applicable)
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10 Dividend policy (in the case of a The above shares rank pari passu with other trust, distribution policy) on the ordinary fully paid shares for dividend increased capital (interests) entitlements.
Part 2 - Bonus issue or pro rata issue
| 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations |
N/A |
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- See chapter 19 for defined terms.
118581153 \ 0475221 \ JKA01
Appendix 3B Page 3
1/1/2003
Appendix 3B New issue announcement
| 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? |
N/A |
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N/A |
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118581153 \ 0475221 \ JKA01
- See chapter 19 for defined terms.
Appendix 3B
New issue announcement
- 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
N/A
- 33 +Despatch date
N/A
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34 Type of securities ( tick one )
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(a)[Securities described in Part 1 ]
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(b)[All other securities ]
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
- 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders
36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
- 37 A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
118581153 \ 0475221 \ JKA01
Appendix 3B Page 5
1/1/2003
Appendix 3B New issue announcement
Entities that have ticked box 34(b)
38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in all N/A respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities N/A N/A quoted on ASX ( including the securities in clause 38)
- See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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- The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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- There is no reason why those[+] securities should not be granted[+] quotation.
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- An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
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- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.
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If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.
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3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
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4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
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Sign here:
Date: 29 September 2009. Company Secretary & Compliance Manager
Print name: Bronwyn Walsh
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- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7118581153 \ 0475221 \ JKA01