TWR
04/09/2014 14:11
WAV/RULE
REL: 1411 HRS Tower Limited
WAV/RULE: TWR: TWR - Application for determination under Appendix 2
NZX Regulation Decision
Tower Limited (TWR)
Application for a determination under Appendix 2 of NZX Main Board Listing
Rules
4 September 2014
Decision
1. On the conditions set out in paragraph 2 below, NZX Regulation (NZXR)
determines under Appendix 2 of the NZX Main Board Listing Rules (Rules), that
the Minimum Holding is 200 shares for the purposes of the Scheme.
2. The determination in paragraph 1 above is provided on the following
conditions:
a. promptly following the release of this decision, TWR makes an announcement
setting out the implications of the determination for the Scheme; and
b. TWR's share price does not exceed $5.00 on 12 September 2014.
3. The information on which this determination is based is set out in
Appendix One to this decision. This determination will not apply if that
information is not or ceases to be full and accurate in all material
respects.
4. The Rules to which this determination relates are set out in Appendix Two
to this decision.
Reasons
5. In coming to the determination set out in paragraph 1 above, NZXR has
considered that:
a. TWR advised shareholders on 27 May 2014 and 11 June 2014 that the Minimum
Holding in TWR shares for the purposes of the Scheme was 200 shares.
b. Shareholders have been given three months' notice of the Scheme. Under
the terms of the Scheme, affected shareholders have been given three options
relating to their shareholding:
i. to increase their holding so that it exceeds the Minimum Holding;
ii. to do nothing, in which case their shares would be cancelled and a
payment made in respect of those shares; or
iii. to notify TWR that they wish to remain a shareholder with a small share
parcel, by providing TWR with a prescribed notification form.
Shareholders have had approximately three months to exercise one of these
options, which currently remain open to affected shareholders.
c. As the TWR share price is fluctuating around $2.00, it is uncertain
whether the Minimum Holding will be 100 shares or 200 shares on 12 September
2014. By making the determination NZXR can provide certainty as to the
operation of the Scheme to TWR shareholders with holdings of between 100 and
200 shares.
d. The condition at paragraph 2(a) will ensure that shareholders are aware
that the Minimum Holding for the purposes of the plan will be 200 TWR shares
even if the share price exceeds $2.00 on 12 September 2014.
Appendix One
1. Tower Limited (TWR) is a Listed Issuer with ordinary shares quoted on the
NZX Main Board.
2. On 27 May 2014, TWR announced a scheme for the cancellation of
shareholdings of less than a Minimum Holding in accordance with TWR's
constitution and Rule 8.5 (Scheme).
3. Under the Scheme, shareholders holding less than the Minimum Holding on 12
September 2014 would have their shares cancelled by TWR and the proceeds paid
to them, free of any brokerage fees. The price to be paid for shares
cancelled in accordance with the Scheme will be $1.72, reflecting the volume
weighted average price of TWR shares for the five trading days prior to 27
May 2014. Affected shareholders who do not want to have their shares
cancelled can:
a. increase their holdings to the Minimum Holding; or
b. notify TWR via a prescribed form, that they wish to retain their
shareholding at less than the Minimum Holding.
Shareholders who do nothing will have their shares cancelled on 12 September
2014.
4. On 27 May 2014 a Minimum Holding in TWR shares was 200 shares in
accordance with Appendix 2 of the Rules, as TWR's share price was below
$2.00, and had been since 17 July 2013. TWR advised shareholders that the
Minimum Holding for the purposes of the Scheme was 200 shares.
5. On 26 August 2014 the TWR share price moved above $2.00. Under Appendix 2,
the relevant Minimum Holding for shares with a market price exceeding $2.00
but not exceeding $5.00, is 100 shares. It is possible that the TWR share
price will exceed $2.00 on 12 September 2014, which is the effective record
date for cancellation of small share parcels in accordance with the Scheme.
6. In order to provide certainty around the operation of the Scheme, TWR has
sought a determination from NZX that it may treat the Minimum Holding as 200
shares for the purposes of the Scheme, notwithstanding that the TWR share
price may exceed $2.00 on 12 September 2014.
Appendix Two
Appendix 2
Minimum Holdings at any time shall, unless otherwise determined by NZX, be as
follows:
(a) In relation to Equity Securities, a holding with a market price at the
relevant time of:
Number of Units Price (both figures inclusive)
...
200 where the price exceeds $1.00 but does not exceed $2.00
100 where the price exceeds $2.00 but does not exceed $5.00
...
End CA:00254880 For:TWR Type:WAV/RULE Time:2014-09-04 14:11:26
