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TZ LIMITED Capital/Financing Update 2012

Sep 18, 2012

65975_rns_2012-09-18_b4056671-19a9-4129-bea8-e4b68e1dec22.pdf

Capital/Financing Update

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TZ Limited ABN 26 073 979 272

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20 September 2012

T 000001 000 TZL MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Shareholder

Fully underwritten renounceable rights issue

This letter is to notify you that on 19 September 2012 TZ Limited (the " Company " or " TZ ") lodged a Prospectus (" Prospectus ") with the Australian Securities and Investments Commission for a 1 for 3 renounceable rights issue (" Rights Issue ") of fully paid ordinary shares (" New Shares ") at an issue price of 10 cents per New Share together with 1 attaching New Option exercisable at 14 cents on or before 31 October 2013 for every 2 New Shares issued. You will receive your copy of the Prospectus shortly.

The New Shares will rank equally with existing shares. TZ has applied for official quotation of the New Shares and the New Options.

A copy of the Prospectus has also been lodged with ASX Limited (" ASX ") and can be viewed on the ASX website (www.asx.com.au) and on TZ's website (www.tz.net).

As the Rights Issue is a renounceable offer, rights to participate in the Rights Issue can be sold on the ASX. Trading of renounceable rights of eligible shareholders will commence on ASX on 21 September 2012 and will cease on close of trading on 10 October 2012.

The Rights Issue is seeking to raise about $4.6 million (before issue costs) and is fully underwritten by Patersons Securities Limited. The purpose of the Rights Issue is to raise funds which are anticipated to be applied as follows:

  • to meet locker bank supply, commissioning and servicing contract obligations with Singapore Post ($1.6 million)

  • to support funding and deployment of the Company's parcel lockers in Australia as part of the Company's community locker network initiative ($800,000)

  • for the development of new modular swing handle to support launch of new low cost upgradable IXP device underpinned by OEM supply contracts ($200,000)

TZ Limited | Level 11, 1Chifley Square, Sydney, NSW 2000 AustraliaPhone: +612 9222 8890 Fax: +612 8208 9937

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TZ Limited ABN 26 073 979 272

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  • for general working capital for the Company ($1.58 million)

  • costs associated with the Rights Issue ($420,000).

Patersons Securities Limited will be appointed as nominee for ineligible shareholders (being shareholders with an address outside Australia, New Zealand and the United Kingdom) and will sell their rights to participate in the Rights Issue and remit the funds of the sale to them (if any). To the extent that shareholders entitled to participate in the Rights Issue do not take up their rights, those rights will lapse. Eligible shareholders may also apply for additional New Shares over and above their entitlement.

The key information and dates are set out below for your information.

Summary of key information

Type of offer:

Fully underwritten 1 for 3 renounceable Rights Issue of 46,118,801 New Shares (and 1 attaching New Option for every 2 New Shares issued) to security holders with registered addresses in Australia, New Zealand or the United Kingdom as at the Record Date.

Offer price:

10 cents per New Share.

Offer ratio:

1 New Share for every 3 ordinary shares held at the Record Date together with 1 attaching New Option exercisable at 14 cents on or before 31 October 2013 for every 2 New Shares issued.

Underwriter:

Patersons Securities Limited has agreed to manage and fully underwrite the Rights Issue for:

  • a fee equal to 6% of the underwritten amount;

  • a corporate advisory fee of $50,000 (plus GST) for managing the offer; and

  • 15,372,934 options on the basis of 1 option (exercisable at 14 cents on or before 31 October 2013) for every 3 New Shares underwritten, although the issue of a portion of these options will be subject to shareholder approval.

TZ Limited | Level 11, 1Chifley Square, Sydney, NSW 2000 AustraliaPhone: +612 9222 8890 Fax: +612 8208 9937

TZ Limited ABN 26 073 979 272

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Proposed timetable

The current proposed timetable for the Rights Issue is as follows:

Prospectus date: 19 September 2012
Date existing shares quoted on an ex-entitlement basis 21 September 2012
and rights trading commences:
Record Date: 27 September 2012
Prospectus mailing date: 3 October 2012
Last day of rights trading: 10 October 2012
Closing Date for receiving applications: 17 October 2012
Despatch date – issue of New Shares and 25 October 2012
New Options:

The above dates are subject to change and are therefore indicative only. The Company reserves the right, subject to the Corporations Act and the ASX Listing Rules, to amend the indicative timetable and in particular, to extend the Closing Date or to withdraw the Rights Issue without prior notice. Any extension of the Closing Date will have a consequent effect on the date of allotment and issue of New Shares and New Options.

Eligible Shareholders

The shareholders who are entitled to participate in the Rights Issue are those shareholders registered as holders of shares at the Record Date (Thursday, 27 September 2012) and with a registered address in Australia, New Zealand or the United Kingdom.

All shareholders who are not eligible shareholders, are ineligible shareholders.

Ineligible Shareholders

Ineligible shareholders will not be entitled to participate in the Rights Issue. The Company has determined that it would be unreasonable on this occasion to extend the Rights Issue to ineligible shareholders having regard to the number of securities held by ineligible shareholders and the costs of complying with the legal and regulatory requirements which would apply to an offer of securities to ineligible shareholders in various jurisdictions. I trust you understand the Company's position on this matter.

TZ Limited | Level 11, 1Chifley Square, Sydney, NSW 2000 AustraliaPhone: +612 9222 8890 Fax: +612 8208 9937

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TZ Limited ABN 26 073 979 272

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For further information on your entitlement please contact TZ's Share Registry:

Computershare Investor Services Pty Limited

Telephone: 1300 850 505 (from within Australia) or +61 3 9415 4000 (from outside of Australia)

The directors of the Company urge you to read the Prospectus carefully and seek advice from your professional advisers if you have any questions. This letter is to inform you of the Rights Issue. You are not required to do anything in response to this letter.

Yours faithfully, TZ LIMITED

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Kenneth Ting

Secretary and Executive Director

TZ Limited | Level 11, 1Chifley Square, Sydney, NSW 2000 AustraliaPhone: +612 9222 8890 Fax: +612 8208 9937