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TIL Logistics Group Limited (NZX: TLL) Placement of Mandatory Convertible Notes

Monday 3rd May 2021

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TIL Logistics Group Limited, today announces the placement of $8.2 million of mandatory convertible notes (“Notes”) to certain of TIL’s largest shareholders and other wholesale investors.

The net proceeds from the Notes will be used to repay bank debt. Together with cash of $1.8 million, TLL will repay $10 million of senior secured debt under its existing facilities.

Chair of TIL Logistics Group, Trevor Janes, commented: “The placement is of considerable value to TIL Logistics Group in assisting to reduce core debt. The placement also provides the opportunity to welcome new wholesale investors to the company”.

Summary of the Terms of the Notes:

Principal Amount and Maturity Date

• Each Note has a principal amount of $50,000.

• The Notes have a maturity date of 30 April 2026 (“Maturity Date”).

Conversion

• On the Maturity Date, all outstanding Notes will be converted to ordinary shares in TIL (“Conversion”).

• Any holder of Notes (“Noteholder”) may elect to Convert its Notes prior to the Maturity Date by giving written notice to TIL, provided that no such notice may be given before 1 May 2023.

• On Conversion, TIL will issue a number of ordinary shares in TIL (“Shares”) (rounded to the nearest whole Share) calculated by dividing the principal amount of the relevant Note by an amount equal to 90% of the five-day VWAP of Shares. For this purpose, the five-day VWAP is the volume weighted average price of Shares on the NZX Main Board over the five NZX trading days before the date of Conversion.

• TIL is not required to Convert any Notes if in the opinion of the board of directors of TIL such Conversion would cause a breach of any relevant law, including the Takeovers Code.

• The principal amount of Notes is not able to be repaid in cash, except on a liquidation of TIL subject to the subordination and ranking arrangements described below.

Interest

• Interest will be payable (subject to the below) on each Note at the rate of 5% per annum, payable by quarterly instalments.

• If and for so long as interest is being capitalised on the Notes, no dividend will be paid in respect of TIL’s Shares.

Subordination, ranking and listing

• Notes are unsecured.

• All amounts payable in respect of Notes (including principal and interest) are subordinated to all other creditors of TIL, so that on a liquidation of TIL, those amounts rank after the claims of all other creditors of TIL, other than other Noteholders.

• Notes rank equally amongst themselves. Shares issued on Conversion will rank equally with all other Shares then on issue, except in respect of dividends or other benefits the record date for which falls before the date of Conversion.

• Notes are not guaranteed by any party (including subsidiaries of TIL).

• Notes will not be quoted on the NZX Main Board or any other stock exchange.

Transfer

• Notes are freely transferable, provided that TIL may decline to accept a transfer of any Notes if in the opinion of TIL, if that transfer is effected and those Notes are Converted, a breach of the Takeovers Code, the Overseas Investment Act, or any other law would occur.

Takeovers

TIL and Noteholders have the right to Convert if a takeover offer, takeover scheme or similar is effected in respect of TIL, and the bidder becomes entitled to acquire all of the Shares.

Voting

Notes are non-voting.

Please see the links below for details

TLL- Capital Change Notice

TLL - Placement of Mandatory Convertible Note

Source: TIL Logistics Group Limited



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