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TOWER LIMITED — Share Issue/Capital Change 2007
Jul 16, 2007
65971_rns_2007-07-16_3fa0999a-55f3-4175-a82f-5291b454afaa.pdf
Share Issue/Capital Change
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17 July 2007
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Market Information Company Announcements Office New Zealand Exchange Limited Australian Stock Exchange Limited ASB Bank Tower Exchange Centre Level 9, 2 Hunter Street Level 6, 20 Bridge Street Wellington Sydney NSW 2000 NEW ZEALAND AUSTRALIA ARBN 088 481 234 Incorporated in New Zealand
Dear Sir/Madam
TOWER Limited – Notice of Conversion of Securities
In accordance with NZSX Listing Rule 7.12.9, TOWER advises that:
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(a) 86,500 unlisted options to purchase 1 fully paid ordinary TOWER share have been exercised and have been converted into 86,500 ordinary TOWER shares.
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(b) The converted securities are ordinary shares and have all the rights attached to ordinary shares.
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(c) 6,716,846 unlisted options remain on issue.
TOWER has 189,393,353 ordinary shares on issue after the conversion.
In accordance with ASX Listing Rules 2.7 and 3.10.5, please find attached the relevant Appendix 3B announcement for the issue of these 86,500ordinary TOWER shares.
Yours faithfully
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Eric O’Sullivan Company Secretary TOWER Limited
Head Office TOWER Centre Level 11 22 Fanshawe Street PO Box 90347 Auckland New Zealand Phone +64 9 486 9340
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.
Name of entity
TOWER Limited ABN 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 Ordinary TOWER shares issued 2 Number of[+] securities issued or to 86,500 ordinary TOWER shares be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities (eg, Exercise of unlisted options to purchase fully if options, exercise price and expiry paid ordinary TOWER shares in accordance date; if partly paid[+] securities, the with the TOWER Executive Share Option Plan. amount outstanding and due dates for The exercise price for the options was NZ$1.40. payment; if[+] convertible securities, the conversion price and dates for conversion)
- See chapter 19 for defined terms.
Appendix 3B Page 1
1/1/2003
Appendix 3B New issue announcement
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4 Do the[+] securities rank equally in all Each share issued on exercise of an option ranks respects from the date of allotment equally with existing ordinary TOWER shares. 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
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• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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5 Issue price or consideration Consideration for the issue of shares on exercise was NZ$1.40 per option.
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6 Purpose of the issue Exercise of options granted as part of (If issued as consideration for the employment package. acquisition of assets, clearly identify those assets)
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7 Dates of entering[+] securities into 16 July 2007 uncertificated holdings or despatch of certificates Number +Class
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8 Number and[+] class of all[+] securities 189,393,353 Fully Paid Ordinary quoted on ASX ( including the Shares securities in clause 2 if applicable)
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See chapter 19 for defined terms.
Appendix 3B Page 2
1/1/2003
Appendix 3B New issue announcement
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Number +Class
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9 Number and[+] class of all[+] securities 6,716,846 Options not quoted on ASX ( including the securities in clause 2 if applicable)
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10 Dividend policy (in the case of a As for ordinary shares trust, distribution policy) on the increased capital (interests)
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 |
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- See chapter 19 for defined terms.
Appendix 3B Page 3
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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? |
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- See chapter 19 for defined terms.
Appendix 3B Page 4
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Appendix 3B New issue announcement
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32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
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33 +Despatch date
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
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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
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36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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.
Appendix 3B Page 5
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Appendix 3B New issue announcement
Entities that have ticked box 34(b)
| 38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in all 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 now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and+class of all+securities quoted on ASX (including the securities in clause 38) |
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| Number | +Class | |
- See chapter 19 for defined terms.
Appendix 3B Page 6
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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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We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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.
- See chapter 19 for defined terms.
Appendix 3B Page 7
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Appendix 3B New issue announcement
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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.
Sign here: Date: 17 July 2007 Print name: Eric O’Sullivan (Company secretary)
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- See chapter 19 for defined terms.
Appendix 3B Page 8
1/1/2003