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TOWER LIMITED — Capital/Financing Update 2025
Mar 17, 2025
65971_rns_2025-03-17_7b6ab9c6-57a2-4565-b830-bc6b1adc96b2.pdf
Capital/Financing Update
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Market Announcement
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18 March 2025
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Tower Limited (ASX: TWR) – Trading Halt
Description
The securities of Tower Limited (‘TWR’) will be placed in trading halt at the request of TWR, allowing it to undergo a capital return by way of Court approved scheme of arrangement, under which approximately NZ$45m will be returned to shareholders with 1 ordinary share for every 10 ordinary shares held on the record date being cancelled. The securities will remain in trading halt until the commencement of normal trading on Thursday, 20 March 2025.
Issued by
ASX Compliance
Market Announcement 1/1 ASX Customer Service Centre 131 279 | asx.com.au
18 March 2025 ASX Limited
#10878798v1
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ASX NZX dual listed entity trading halt request
18 March 2025
To: ASX Limited NZ RegCo 20 Bridge St 11 Cable St Sydney NSW 2000 Wellington Australia New Zealand [email protected] [email protected]
Request for trading halt: Tower Limited ASX Code TWR NZX Code TWR
We request a trading halt to be applied to our securities (being Tower Limited’s ordinary shares (ISIN: NZTWRE0011S2 and NZTWRE0023S7) under ASX Listing Rule 17.1 and NZX Listing Rule 9.9.1(a) and set out below details of the request as per the rules of each of ASX and NZX.
We would like the trading halt to commence from the commencement of trading on 18 March 2025.
Reasons for trading halt: Tower Limited is undergoing a capital return by way of Court approved scheme of arrangement, under which approximately $45m will be returned to shareholders with 1 ordinary share for every 10 ordinary shares held on the record date being cancelled. As previously communicated to NZX and ASX, in order to facilitate the share cancellation, a trading halt is necessary during the Ex-Date and Record Date for the scheme. We understand that NZX will apply the trading halt as an operational matter to facilitate the corporate action.
How long we want the trading halt to last: from the commencement of trading on 18 March 2025 to the open of trading on 20 March 2025.
The event we expect to happen that will end the trading halt: The open of trading on 20 March 2025. Other information necessary to inform the market about the trading halt or that ASX or NZ RegCo have requested: N/A
Information to include in any market memorandum relating to the halt:
On 6 September 2024, Tower Limited (“TWR”) announced that it intended to return approximately NZD$45m of capital to its shareholders.
The scheme will involve TWR’s shareholders:
(a) having one share cancelled for every ten 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
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ASX NZX operational and compliance protocol for entities listed on both exchanges
(b) receiving a cash sum of NZ$1.1858 for each share cancelled. Shareholders on the record date for the scheme with an address on the register in Australia will be paid NZ$1.1858 converted into Australian dollars at the exchange rate approved by TWR on or about the record date.
The scheme remains subject to the Board, at its sole discretion, remaining satisfied that TWR is complying with solvency and regulatory capital requirements, including under its capital management process requirements, and that it remains prudent to undertake the scheme, in each case, up to the time the scheme is given effect by cancellation of shares, being 20 March 2025. As at the date of this announcement, the Board remains satisfied in relation to these matters.
Set out below is the timetable for the capital return:
| Event | Date |
|---|---|
| Last trading day– Last trading day prior to | Monday, 17 March 2025 |
| halt of trading on NZX and ASX. | |
| RecordDate–Recorddatefor | Wednesday, 19 March 2025 |
| determining entitlement to participate in | |
| the scheme. | |
| Implementation Date– Shares cancelled. | Thursday, 20 March 2025 |
| Trading resumes– Trading on NZX and | Thursday, 20 March 2025 |
| ASX resumes (with ASX trading to be on a | |
| deferredbasisforthisdayunder | |
| temporary code TWRDC). | |
| Payment– Computershare to make | By Wednesday, 2 April 2025 |
| payment and send new shareholding | |
| statements (within 10 business days of | |
| record date). |
We confirm that we are not aware of any reason why the trading halt should not be granted.
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Yours sincerely Michael Stiassny Chair - Tower
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