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TZ LIMITED — Capital/Financing Update 2016
Jun 26, 2016
65975_rns_2016-06-26_fac515f8-b952-4a8e-99ed-14d3a1ad38bd.pdf
Capital/Financing Update
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For all enquiries: Phone:
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(within Australia) 1300 855 080 (outside Australia) 61 3 9415 4000
TZL
MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000
Make your payment:
See overleaf for details of the Offer and how to make your payment
Share Purchase Plan Application Form
[Your payment must be received by 5:00pm (Sydney time) Friday, 8 July 2016]
This is an important document that requires your immediate attention.
It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser. Capitalised terms not defined in this Application Form are defined as set out in the accompanying Terms and Conditions of the SPP.
By making payment you agree to be bound by the Constitution of TZ Limited and that the submission of this payment constitutes an irrevocable offer by you to subscribe for TZ Limited shares on the Terms and Conditions accompanying this Application Form.
TZ Limited may make determinations in any manner it thinks fit, in relation to any difficulties which may arise in connection with the SPP whether generally or in relation to any participant or application.
Any determinations by TZ Limited will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates. TZ Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions or to suspend or terminate the SPP at any time. Any such amendment, suspension or termination will be binding on all Eligible Shareholders even where TZ Limited does not notify you of that event.
Issue Price
In addition, by making payment you certify that the aggregate of the application price paid by you for:
The issue price of New Shares under the SPP is 11.0 cents per New Share.
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the New Shares the subject of the payment slip overleaf; and
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any other shares and interests in the class applied for by you under the SPP or any similar arrangement in the 12 months prior to the date of submission of the payment; and
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any New Shares which you have instructed a Custodian to acquire on your behalf under the SPP or any similar arrangement in the previous 12 months,
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does not exceed $15,000.
Step 1: Registration Name & Offer Details
Details of the shareholding and the Offer are shown overleaf.
Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.
If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.
Step 2: Make Your Payment
Your payment must correspond to one of the options detailed overleaf. You may choose one option only. Note that the amount chosen may be subject to scale back in accordance with the Terms and Conditions of the SPP.
Choose one of the payment methods shown below.
BPAY[®] : See overleaf. Do not return the payment slip with BPAY payment.
By Mail: Complete the reverse side of this payment slip and detach and return with your payment. Make your cheque, bank draft or money order payable in Australian dollars to " TZ Limited " and cross " Not Negotiable ". The cheque must be drawn from an Australian bank. Cash is not accepted.
Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the payment slip. Receipts will not be forwarded. Funds cannot be debited directly from your account.
Entering your contact details is not compulsory, but will assist us if we need to contact you.
Turn over for details of the Offer è
® Registered to BPAY Pty Limited ABN 69 079 137 518
916CR_0_Sample_CA/000001/000001
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I ND
Share Purchase Plan Application Form
Registration Name & Offer Details
MR SAM SAMPLE Registration Name: 123 SAMPLE STREET SAMPLETOWN VIC 3000
[For your security keep your SRN/] HIN confidential.
Entitlement No: 12345678
Offer Details:
Record date: 7.00pm (Sydney time) Friday, 17 June 2016 Minimum value $1,000 available to purchase: Maximum value $15,000 available to purchase:
The final number of New Shares allocated will be determined by dividing the application amount by the issue price per New Share rounded down to the nearest whole New Share.
Make Your Payment
Biller Code: 99999 Ref No: 1234 5678 9123 4567 89
Contact your financial institution to make your payment from your cheque or savings account.
Pay by Mail:
Make your cheque, bank draft or money order payable to " TZ Limited " and cross " Not Negotiable ". Return your cheque with the below payment slip to: Computershare Investor Services Pty Limited GPO BOX 505 Melbourne Victoria 3001 Australia
Lodgement of Acceptance
If you are applying for New Shares and your payment is being made by BPAY , you do not need to return the payment slip below. Your payment must be received by no later than 5:00pm (Sydney time) Friday, 8 July 2016. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Neither Computershare Investor Services Pty Limited (CIS) nor TZ Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.
If you are paying by cheque, bank draft or money order the payment slip below must be received by CIS by no later than 5:00pm (Sydney time) Friday, 8 July 2016. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Other Eligible Shareholders will need to affix the appropriate postage. Return the payment slip below with cheque attached. Neither CIS nor TZ Limited accepts any responsibility if you lodge the payment slip below at any other address or by any other means.
Privacy Notice
The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (CIS), as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.
Detach here
Purchase Details for TZ Limited (choose one option)
$1,000 worth of OR $2,500 worth of OR $5,000 worth of New Shares New Shares New Shares $7,500 worth of OR $10,000 worth of OR $12,500 worth of New Shares New Shares New Shares $15,000 worth of New Shares
Payment must be received by 5:00pm (Sydney time) Friday, 8 July 2016
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Entitlement No: 12345678
MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000
Contact Details
Contact Daytime Name Telephone Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque
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123456789123456789+0000000001-3051+14
T Z Lim i te d A B N 2 6 0 73 97 9 2 7 2
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2 7 J u ne 2 0 16
D e ar S h ar e holder Share Purchase Plan – Offer of up to $15,000 of New Shares
F o llo w i n g t h e p la c e m e n t of n e w sh a re s t o in s tit u tional and sop h istica t ed in v es t or s (" Placement" ) c o m p let e d on 24 Ju n e 2 016 w hi c h r ai s ed ap p roxi m at e ly $ 4. 0 m illi o n, TZ Li m it e d ( “ TZ ” o r t h e “ Company ”) i s plea s ed to off e r e lig i bl e s h ar e holders a n o p p ort u ni t y t o s u b s cri b e f or ne w ordi n ar y cl a s s shar e s i n t h e C o m p a ny (“ New Shares ” ) t h ro u g h a S h a re Purchas e P l an (“ SPP ”), su b je c t t o the at t ache d T e r m s a nd C o nditio n s.
U n d e r t h e S P P , the Co m p a n y is off e ri n g e ligibl e s h ar e holders t he op p or t unity t o p ur c h a se up to $ 1 5, 0 0 0 w o rt h of N e w S h a re s (“ Offer ” or " SPP Offer ").
T h e O ff e r o pe n s o n Mond a y, 27 Ju n e 2 016 a nd re m a i ns op e n f or su b sc r iption until 5 .0 0 p m ( S y d ney ti m e) on Frida y , 8 J u ly 2 016 (" Closing Date " ).
T h e iss u e p rice f o r N e w S h ar e s u n d er th e S P P (“ Issue Price ”) will b e 1 1 .0 ce n ts pe r N e w Sh a re (being t h e p ri c e p ai d b y in v e s tor s i n th e r e cent P la c e m e n t).
P a rti c ip a ti o n i n t h e S P P is vo l un t ar y a n d i s ope n to all sh a r e holde r s r e gi s te r ed o n th e Co m pa n y’ s s h ar e r e gi s ter at 7 .00p m ( S y d ne y ti m e) o n F r id a y, 17 J u n e 2 016 a nd w h o a re residi n g i n A us t ralia o r N e w Ze a la n d. Full d e tails o f the SPP a re s et out in th e a t ta c he d T e r m s a nd C o n d itions an d A p plication F o rm.
Purpose of the SPP
It is i n te n d e d tha t th e p r oc e e d s f r o m t h e S P P w i ll be u se d :
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to e n a bl e th e C o m pa n y t o fun d the r o ll o ut o f p ar c el loc k er s u n d e r t h e c o n tra c t w ith P o s M a la y sia B e rh a d a nnou n c e d o n 16 J un e 201 6 ;
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� to e n a bl e th e C o m pa n y t o fun d the r o ll o ut o f p ar c el loc k er s u n d e r con t ra c ts w it h Sing a p o re Po s t, C o u ri e rs Pl e as e in A u str a li a a n d a larg e lo g istics co m p a n y in th e U n it e d S ta t es of A m erica, all of w h i ch ha v e b e e n a nnou n ced e arlier t hi s y e ar; an d
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� for w o rki n g c a p ital p u rp o se s .
Important details of the SPP
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Th e SPP open s o n M on d a y , 2 7 J u n e 2 0 1 6 a n d c loses at 5 .0 0 p m ( S y d ne y ti m e ) o n F r id a y, 8 July 2016.
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� Th e I s su e Pric e p e r N e w S h ar e und e r t h e S P P w ill b e 1 1. 0 c e nt s ( b ei n g t he pri c e p ai d b y ins t itu t io n al i nv e st o rs in t he Pl a cem e nt) .
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� Th e SPP is s u b je c t t o s c al e ba c k a t t h e C o m p a n y ’s d is c re t ion. If th e C o m p a n y u nd e rt a kes a sc a le b ack, t h e Co m p a n y rese r ve s t h e d iscretion to s c a le b ac k a p plication s t o the extent a n d m a nn e r that it s ee s fi t , i n cl u di n g h aving re g ar d t o th e size of t he ap p li c an t ’s inv e st m e n t i n the Compan y . D ec i si o ns m a de by th e C o m p a n y a bout s calin g b a ck will b e fi n al.
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� Th e SPP is n ot unde r writte n . � Yo u m ay su b s c rib e f o r a p a rc e l o f N e w Sh a res v a lu e d a t $ 1, 0 0 0 , $ 2 ,5 0 0, $5,000, $ 7, 5 0 0 , $1 0 ,0 0 0, $1 2 ,500 or $ 1 5 ,0 0 0.
T Z L i m ite d | Leve l 11 , 1Chifl e y S q ua r e, S yd n ey, NS W 2000 Au s tralia Ph o ne: +612 9 2 22 88 9 0 F ax: +6 1 2 8208 99 3 7
916CR_0_Sample_CA/000001/000002
T Z Lim i te d A B N 2 6 0 73 97 9 2 7 2
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Ap p li c an t s w ill n ot in c ur a n y b r ok e ra g e o r o th e r t r an s a c tio n c o st s o n a l lo c ati o ns re c ei v ed pu r su a nt to t he S P P.
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� Ne w S h a re s is s ued und e r t h e SPP w ill r ank equ a lly wi t h e xistin g s h ar e s f ro m a l lot m e n t. � Th e o f fe r to ac q ui r e N e w S h ar e s u n d er th e S P P is n on - re n o u nc e a b le.
How to participate in the SPP
If y o u w i sh to p artici p at e i n th e S P P , plea s e r ea d t h e a tt a ch e d T erms and C onditi o n s b e fo r e c o m p leting and r e tu r ni n g the en c lo s ed S P P A p p lic a ti o n F or m i n t h e r e pl y p a id en v el o p e p r ovi d e d . Y ou s h ould s eek y o ur o w n financi a l a nd ta x ati o n a d v ic e in rel a ti o n t o t h e S P P b e fore y ou d e cide w heth e r to participate.
A c cept a nc e s a n d p a y m en t m u st be re c ei v ed b y our r e gi s trar, C o m puter s h a re Inv e st o r S er v ic e s P ty Li m it e d, befor e 5 . 00 p m ( S yd n e y ti m e) on 8 J ul y 2 0 16. N e w Shar e s a re ex p ec t ed to be all o tt e d o n Mon d ay, 1 8 J u ly 20 1 6 a n d ar e e x p e ct e d t o co m m e nc e tr a di n g o n Tu e s d ay, 1 9 J u ly 2 016. I nv e st o rs w h o h a v e v ali d ly ac c epted th e O ffe r w i ll be sen t tr a ns a ct i on co n fir m a t io n st a tements on or ar o und 1 9 J u ly 2 0 1 6.
S h o u ld y o u h a ve an y q u e r ies re g ar d in g t h e S P P , y ou ca n c o nt a ct th e C o m p a n y’ s shar e re g is t ry, C o m p ut e rsha r e I n v e st o r S er v ices P ty L i m ite d , o n 1 300 855 08 0 (f r o m withi n A us t ralia) o r + 61 3 9 415 4 0 00 (fr o m outsi d e A u s tra l ia) . O n b e h a lf o f t h e b o a rd o f d ir e ct o rs o f t h e C o m p a n y , I t hank y o u for y o ur co n ti n ue d s u p p or t .
Y o ur s f a ith f ull y
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Mark Bouris Executive Chairma
P ag e 2 o f 2
TZ LIMITED ACN 073 979 272
TZ Share Purchase Plan
SPP Frequently Asked Questions
1. What is the SPP?
The SPP provides each Eligible Shareholder (as defined in Question 2 below) with an opportunity to acquire New Shares (subject to any Scale Back at TZ's absolute discretion, as defined and detailed in Section 5 of the SPP Terms and Conditions), without paying any brokerage fees, commissions or other transaction costs, at the Issue Price for a total application price not exceeding A$15,000.
2. Who is an Eligible Shareholder?
You are eligible to apply to participate in the SPP if you are a shareholder of TZ and:
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you were registered as a holder of fully paid ordinary shares in TZ ( TZ Shares ) at 7pm (Sydney time) on Friday, 17 June 2016 ( Record Date ); and
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your registered address is in Australia or New Zealand; and
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you are not a US Person or acting on behalf of a US Person (within the meaning of the US Securities Act 1933 ( US Securities Act )),
( Eligible Shareholder ).
Eligible Shareholders who receive more than one offer under the SPP (for example, because they hold TZ Shares in more than one capacity) may not apply for New Shares with an aggregate value of more than A$15,000 under the SPP. TZ reserves the right to reject any application for New Shares where it believes there has not been compliance with this rule.
TZ will not issue New Shares to an applicant if those New Shares, either alone or in conjunction with the issue of New Shares under other applications received by TZ, would contravene any law or the Listing Rules of the Australian Securities Exchange ( ASX ).
3. How will custodians, trustees and nominees be treated under the SPP?
Please refer to Section 1 in the SPP Terms and Conditions for information on eligibility for custodian, trustee and nominee shareholders and their underlying beneficial owners.
4. What are the key dates?
| Record Date | 7.00 pm on 17 June 2016 |
|---|---|
| The date on which TZ determined the identity of Eligible Shareholders. | |
| Opening Date | 27 June 2016 |
| The date on which the SPP opens. | |
| Closing Date | 8 July 2016 |
| The date on which the SPP closes. Applications must be received by | |
| 5.00pm (Sydney time). | |
| Scale Back | 14 July 2016 |
| The date on which any Scale Back is announced. | |
| Issue Date | 18 July 2016 |
| The date on which New Shares are issued and allotted. | |
| Despatch Date | 19 July 2016 |
| The date when transaction confirmations are expected to be sent to | |
| shareholders. | |
| Trading Date | 19 July 2016 |
| The date when New Shares issued under the SPP are expected to begin | |
| trading on the ASX. |
916CR_0_Sample_CA/000001/000003
This timetable is indicative only, and subject to change. TZ reserves the right to alter the above dates at its discretion and without notice to you, subject to the ASX Listing Rules and the Corporations Act 2001 (Cth).
5. How much can you invest?
You may apply for New Shares under the SPP up to a maximum amount of A$15,000 worth of TZ Shares at the Issue Price per New Share. You may apply in parcels of A$1,000, A$2,500, A$5,000, A$7,500, A$10,000, A$12,500 or A$15,000 (each a Parcel ).
Fractional entitlements will be rounded down to the nearest whole New Share.
TZ has the absolute discretion to Scale Back applications. If this happens, the balance of any application monies that are not applied to acquire New Shares under the SPP will be refunded to you, without interest. See Sections 2 and 5 of the SPP Terms and Conditions for an explanation of how any refunded amounts will be paid.
6. What are the costs?
If you buy New Shares through the SPP, all you pay is the Issue Price of the New Shares. There are no additional transaction costs (such as brokerage or commissions).
7. What is the Issue Price?
The price per New Share payable under the SPP ( Issue Price ) is 11.0 cents (being the price paid by institutional and sophisticated investors in the recent Placement), being a 5.1% discount to the volume weighted average price of TZ Shares on the ASX during the 5 trading days immediately prior to the announcement of the SPP on Monday, 20 June 2016.
You should note that the market price of TZ Shares may rise or fall between the date of the SPP and the date when TZ allots the New Shares to you, so it is possible that the Issue Price you pay under the SPP may exceed the price of TZ Shares trading on ASX. There also can be no certainty that New Shares will trade at or above the Issue Price following the issue of New Shares under the SPP.
8. What rights attach to the New Shares?
All New Shares issued under the SPP will rank equally with existing TZ Shares quoted on the ASX and will carry the same voting rights, dividend rights and other entitlements from allotment.
9. Do you have to participate in the SPP?
Participation in the SPP is optional. If you do not wish to participate in the SPP, no action is required on your part. The SPP Offer is non-renounceable. This means you cannot transfer your right to purchase New Shares under the SPP to anyone else.
10. When do you receive the New Shares?
It is anticipated that the New Shares will be allotted under the SPP on or around Monday, 18 July 2016, and application for quotation of the New Shares on the ASX will be sought on the following trading day. You should receive your holding statement or confirmation advice shortly after this date. See Question 4 above for further details of the key dates.
11. How do you apply?
- (a) Option 1: Pay by BPAY
You can make a payment by BPAY. To do this, you must use your unique Reference Number printed on your Application Form. If you make your payment by BPAY, you do not need to return your Application Form.
(b) Option 2: Use the accompanying Application Form
You can complete the Application Form, attach a cheque or money order and submit your application in accordance with the instructions on the Application Form. Cheques and money orders should be made payable to "TZ Limited" and crossed "Not Negotiable".
Do not forward cash. Receipts for payments will not be issued. Payments must be made in Australian dollars. You will not be able to withdraw or revoke your application or BPAY payment once you have submitted it or made it or reduce the number of New Shares you have applied for.
Application Forms together with application monies equal to the Parcel of New Shares you wish to acquire should be submitted in the reply paid envelope enclosed to:
Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001 Australia
All payments and applications must be received by no later than 5.00pm (Sydney time) on Friday, 8 July 2016 (Closing Date ). Investors who have validly accepted the Offer will be sent transaction confirmation statements on or around 19 July 2016.
12. Need help?
If you have any questions about the SPP Terms and Conditions or how to make an application, you can contact TZ's share registry, Computershare Investor Services Pty Limited, on 1300 855 080 (from within Australia) or +61 3 9415 4000 (from outside Australia).
We recommend that you consult your stockbroker, accountant or professional financial adviser before investing in the SPP.
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TZ Share Purchase Plan Terms and Conditions
Important notice:
If you apply to participate in the SPP by completing and returning the Application Form or making a BPAY payment, you are accepting the risk that the market price of New Shares may change between the Record Date, the date on which you send in an Application Form or make a BPAY payment and the Issue Date. This means it is possible that, up to or after the Issue Date, you may be able to buy TZ Shares at a lower price than the Issue Price of New Shares under the SPP.
The offer to purchase New Shares under the SPP is not a recommendation to acquire New Shares. We encourage you to seek your own professional advice regarding your participation in the SPP.
The Terms and Conditions of the SPP set out in this section ( SPP Terms and Conditions ), together with the accompanying Letter from the Chairman and SPP Frequently Asked Questions , comprise the offer booklet for the SPP. Please read all of these materials carefully.
1. Eligible Shareholders
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1.1 You are an Eligible Shareholder and may participate in the SPP if you were a registered holder of fully paid ordinary shares in TZ at 7.00pm (Sydney time) on 17 June 2016 ( Record Date ), whose address on the share register is in Australia or New Zealand, unless:
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(a) you hold Shares on behalf of another person who resides outside Australia or New Zealand; or
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(b) you are in the United States, or acting for the account or benefit of a person in the United States,
in which case you will not be eligible to participate in respect of the New Shares of that person. Directors and employees of TZ may be Eligible Shareholders.
TZ has determined that it is not practical for holders of TZ Shares with registered addresses in jurisdictions outside Australia or New Zealand to participate in the SPP.
- 1.2 The Shares offered under the SPP are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand and to whom the SPP Offer is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (NZ). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.
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1.3 For the purposes of determining eligibility, joint holders of TZ Shares are taken to be a single registered holder of TZ Shares and the certification on the Application Form is taken to have been given by all joint holders.
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1.4 If you are a custodian (as defined in the Australian Securities and Investments Commission ( ASIC ) Class Order [C0 09/425] ( Custodian )) and hold TZ Shares on behalf of one or more persons (each a Participating Beneficiary ), or on behalf of a "downstream custodian" (as defined in ASIC Class Order [CO 09/425]) who holds the beneficial interest in TZ Shares on behalf of a Participating Beneficiary, you may apply for up to a maximum of A$15,000 worth of New Shares for each Participating Beneficiary, provided that each Participating Beneficiary is not in the United States and is not acting for the account or benefit of a person in the United States.
This is subject to you providing TZ with a notice in writing certifying the matters set out in paragraph 9 of ASIC Class Order [CO 09/425] (the Custodian Certificate ). If a Custodian applies for New Shares on behalf of a Participating Beneficiary, TZ will not issue New Shares unless the Custodian Certificate is received before the Closing Date. Custodians should request a pro forma Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate, and for further information on how to apply, please contact TZ's registrar, Computershare Investor Services Pty Limited, on 1300 855 080 (from within Australia) or +61 3 9415 4000 (from outside Australia).
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1.5 If you are not a Custodian, the rules for multiple single holdings apply and you may only contribute a maximum of A$15,000 in applying for New Shares. Custodians may only participate on behalf of persons who are resident in Australia or New Zealand or such other country as TZ may permit. Shareholders who hold TZ Shares on behalf of persons who reside outside Australia or New Zealand, are in the United States, or are acting for the account or benefit of a person in the United States, are not entitled to participate in the SPP on behalf of those persons. A trustee, nominee or Custodian must not participate in the SPP on behalf of, nor distribute this document or any other document relating to the SPP to, any person in the United States. Failure to comply with these restrictions may result in violations of applicable securities laws.
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1.6 If you are an Eligible Shareholder, your rights under the SPP are personal to you and non-renounceable, so you may not transfer them.
2 Applications for New Shares
Limitations on applications
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2.1 If you are an Eligible Shareholder, you may apply to subscribe for the Parcel amount you select on the Application Form up to A$15,000 to purchase New Shares (which may be subject to rounding and a Scale Back – see Section 5 for the definition and further details).
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2.2 Eligible Shareholders who receive more than one offer under the SPP (for example, because they hold TZ Shares in more than one capacity or under separate holder numbers) may apply on different Application Forms for more than one Parcel, but must not apply for more than A$15,000 of New Shares.
Completing the Application Form and paying for New Shares
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2.3 Participation in the SPP is optional. The number of New Shares allocated to you will be the cost of the Parcel you apply and pay for divided by the Issue Price and rounded down to the nearest whole number, subject to any Scale Back (see Section 5 for further details).
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2.4 If you would like to participate in the SPP, you must, by 5.00pm (Sydney time) on 8 July 2016 ( Closing Date ):
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(a) make payment by BPAY equivalent to the dollar amount of the Parcel of New Shares you wish to apply for (including providing the unique Reference Number printed on your personalised application form provided to you for the purpose of the SPP only); or
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(b) complete the accompanying Application Form and provide a cheque or money order, in accordance with the instructions on the Application Form. Payments must be made in Australian dollars.
Please note that:
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(a) faxed or emailed Application Forms will not be accepted; and
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(b) no other form or letter containing instructions will be accepted.
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2.5 Cheques and money orders must be made payable to "TZ Limited" and sent with an Application Form in the pre-addressed envelope enclosed to Computershare Investor Services Pty Limited at GPO Box 505, Melbourne Victoria 3001, Australia.
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2.6 All payments and applications must be received by no later than 5.00pm (Sydney time) on the Closing Date (being 8 July 2016). Applications received after the Closing Date may not be accepted.
TZ's discretion regarding applications
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2.7 TZ may accept or reject applications to buy New Shares under the SPP, including (but not limited to) cases where:
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(a) an Application Form is incorrectly completed, incomplete or otherwise determined by TZ to be invalid;
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(b) a cheque is dishonoured or has not been completed correctly;
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(c) a cheque or money order is not made out for the exact amount selected on the Application Form;
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(d) a BPAY payment is not received, or is incomplete or invalid;
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(e) an applicant appears to be buying more than A$15,000 of New Shares (in aggregate) at the Issue Price;
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(f) an Application Form is received after the Closing Date. While TZ has discretion to accept late BPAY payments, Application Forms and cheques or money orders, there is no assurance that it will do so. Late BPAY payments may be refunded and Application Forms with payments, if not processed, may be returned to you at your registered address; or
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(g) TZ believes an applicant is not an Eligible Shareholder (subject to compliance with any applicable ASIC or ASX requirements).
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2.8 If TZ receives an amount that is not equal to any of the Parcel sizes noted in the Chairman's letter and shown on the Application Form, TZ will round down the dollar amount of New Shares that you are applying for to the next lowest Parcel or, if TZ receives less than A$1,000, reject your application and refund any monies that are not used to purchase New Shares, without interest, on or about 28 July 2016.
Interest
No interest will be paid on any application money returned to you.
3 Effect of sending in an application
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3.1 If you apply to participate in the SPP by submitting a BPAY payment or completing and returning the Application Form, you will be deemed to have represented, warranted and agreed as follows:
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(a) you acknowledge that you, and each person for whose account or benefit you are acting, are an Eligible Shareholder, and represent and warrant that you are not in the United States and are not acting for the account or benefit of a person in the United States, or otherwise a person to whom it would be illegal to make an offer or issue New Shares under the SPP, and agree to provide (and direct your nominee or Custodian to provide) any requested substantiation of your eligibility to participate in the SPP and of your holding of TZ Shares on the Record Date;
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(b) unless you are a Custodian, and you have or will submit a Custodian Certificate before the Issue Date, you confirm that you have not applied for more than A$15,000 of New Shares under the SPP and any similar arrangement in the 12 months prior to your application, even though you may have received more than one offer under the SPP or received offers in more than one capacity under the SPP;
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(c) you agree that your application is made on the SPP Terms and Conditions set out in this booklet and in accordance with the Application Form;
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(d) you accept that you will not be able to withdraw or revoke your application or BPAY payment once you have sent it and it is received;
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(e) you authorise TZ (and its officers or agents) to correct any minor error or omission in your Application Form and to complete the Application Form by the insertion of any missing details;
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(f) you acknowledge that TZ may at any time determine that your Application Form is valid, in accordance with the SPP Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective;
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(g) you accept the risk associated with any refund that may be sent to you by direct credit to your nominated account or cheque to your address shown on TZ's register;
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(h) you are responsible for any dishonour fees or other costs TZ may incur in presenting a cheque for payment which is dishonoured;
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(i) you acknowledge that neither TZ nor Computershare Investor Services Pty Limited has provided you with taxation, investment advice or financial product advice, and that neither has any obligation to provide this advice concerning your decision to apply for and buy New Shares under the SPP;
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(j) you acknowledge that TZ is not liable for any exercise of its discretions referred to in the SPP Terms and Conditions;
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(k) you understand and acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdictions in the United States, and accordingly that the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;
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(l) you have not sent, and you agree not to send, any materials relating to the SPP to any person in the United States;
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(m) you irrevocably and unconditionally agree to (and to be bound to) the SPP Terms and Conditions, the Application Form, TZ's constitution (as amended from time to time) and agree not to do any act or thing which would be contrary to the spirit, intention or purpose of the SPP; and
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(n) you authorise TZ to register you as the holder(s) of New Shares issued to you.
4 Issue Price
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4.1 You agree to pay the Issue Price per New Share for the amount of New Shares you have selected on the Application Form, or if there is a Scale Back (as defined in Section 5 below), the number of New Shares calculated under Section 5 .
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4.2 The Issue Price under the SPP is 11.0 cents per New Share (being the price paid by institutional investors in the recent Placement), and is a 5.1% discount to the volume weighted average price of TZ Shares on the ASX during the 5 trading days immediately prior to the announcement of the SPP on Monday, 20 June 2016.
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4.3 You should note that the TZ Share price may rise or fall between the Record Date, the date of the SPP, the date on which you make a BPAY payment or send in an Application Form and the date when New Shares are issued to you under the SPP. This means that the price you pay per New Share under the SPP may be either higher or lower than the prevailing TZ Share price, up to or after the date the New Shares are issued to you under the SPP and you therefore may be able to buy TZ Shares at a lower price on market than the ultimate issue price under the SPP.
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4.4 TZ recommends that you monitor the TZ Share price and any TZ announcements, which can be found on the TZ website at www.tz.net or on the ASX website at www.asx.com.au (ASX code: TZL). The TZ Share price can also be found in the financial pages of major Australian metropolitan newspapers.
5 Scale Back
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5.1 TZ may in its absolute discretion issue to you less than the number of New Shares you have applied for ( Scale Back ), to the extent and in the manner that it sees fit. TZ may take into account, among other factors, the size of an applicant's shareholding in determining the amount (if any) by which to Scale Back that applicant's application.
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5.2 If there is a Scale Back, you may not receive the full Parcel of New Shares for which you have applied. If a Scale Back produces a fractional number when applied to your Parcel, the number of New Shares you will be issued with will be rounded down to the nearest whole number of New Shares.
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5.3 In the event of a Scale Back, the difference between the cost of the New Shares you are issued with (calculated at the Issue Price) and the amount you have paid to TZ will be refunded to you by direct credit or cheque on or around 28 July 2016.
6 Costs of participation
No brokerage, commissions or other transaction costs will be payable by Eligible Shareholders in respect of the application for, and the issue of, New Shares under the SPP.
7 Ranking of New Shares
New Shares issued under the SPP will rank equally with existing TZ Shares quoted on the ASX, with the same voting rights, dividend rights and other entitlements from allotment.
8 Waiver, amendment, suspension and withdrawal
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8.1 TZ reserves the right to waive compliance with any provision of these SPP Terms and Conditions or amend or vary these SPP Terms and Conditions.
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8.2 TZ reserves the right to suspend or withdraw the SPP Offer at any time.
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8.3 Failure to notify shareholders of a change to or termination of the SPP Offer or the non-receipt of notice will not invalidate the change or termination.
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8.4 TZ reserves the right not to issue New Shares or to issue fewer New Shares than those applied for under the SPP by an Eligible Shareholder (including a Custodian applying on behalf of its Participating Beneficiaries) if TZ believes that the issue of those New Shares would contravene any law or the ASX Listing Rules.
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8.5 In the event that the SPP is terminated prior to the issue of New Shares, all application moneys will be refunded. No interest will be paid on any monies returned to you.
9 Dispute resolution
If any dispute arises in connection with the SPP, TZ may settle it in any manner it thinks fit. It can do that generally,
or in relation to any particular participant or application or New Share. TZ's decision will be final and binding.
10 No underwriting
The SPP will not be underwritten.
11 Governing Law
These SPP Terms and Conditions are governed by the laws in force in New South Wales.
12 Defined terms
Any expression or term defined in these terms and conditions, the accompanying frequently asked questions document or the accompanying letter from the Chairman of TZ shall, unless the context otherwise requires, have that meaning wherever used in any of those documents.
13 Privacy Policy
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13.1 Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a shareholder (including your name, address and details of the TZ Shares you hold) to be included in the public register of the entity in which you hold shares. This information must continue to be included in the public register if you cease to be a shareholder. The Privacy Amendment (Private Sector) Act 2000 (Cth) does not alter these statutory obligations.
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13.2 TZ and Computershare Investor Services Pty Limited may collect personal information to process your application and implement the SPP, and to administer your shareholding and refunds of application money in the event of a Scale Back.
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13.3 Computershare Investor Services Pty Limited's privacy policy is available on its website: www.computershare.com.au.
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