TOWER LIMITED 
By ToCompany Name/Scheme TOWER LIMITED (TWR)
ACN/ARSN ARBN 088 481 234
1. Details of substantial holder(1)Name WESTPAC BANKING CORPORATION (WBC) and its associated companies
li st ed in Ann exu re ' A'
ACN/ARSN (if applicable) ABN 33 007 457 141
There was a change in the interests of the
substantial holder on 27/02/2014
The previous notice was given to the company on 11/12/2013
The previous notice was dated 09/12/2013
2. Previous and present voting powerThe total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice in the company or scheme, are as follows:
Class of securities (4) | Previous Notice | Present Notice | ||
Class of securities (4) | Person's votes | Voting Power | Person's votes | Voting Power (5) |
ORDINARY SHARES | 13,097,169 | 6.32% | 13,509,293 | 7.58% |
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change | Person whose relevant interest changed | Nature of change (6) | Consideration given in relation to change (7) | Class and number of securities affected | Person's votes affected |
27/02/2014 | WBC & its Associates , Asgard Capital Management Limited, BT Funds Management (NZ) Limited | See Schedule | See Schedule | See Schedule | See Schedule |
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4. Present relevant interestsParticulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest | Registered holder of securities | Nature of relevant interest (6) | Number of securities |
Asgard Capital Management Limited | ASGARD Capital Management Limited | Asgard Capital Management Limited ABN 92 009 279 592 AFSL 240695 RSE Licence L0001946 is the trustee, administrator and custodian of all Asgard superannuation entities, the (Hillross) PortfolioCare Retirement Plan and the BEACON Superannuation Plan. In those capacities, Asgard has the power to exercise the right to vote attached to, and to dispose of, the securities held by these entities. | 4,048 |
BT Funds Management (NZ) Limited | BTNZ Unit Trusts Nominees Ltd Guardian Nominees No. 2 Limited | BT Funds Management (NZ) Limited is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares. | 13,505,245 |
The persons who have become associates (2) of, or ceased to be associates of, or have changed the nature of their association (9)
with, the holder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) | Nature of association |
The addresses of persons named in this form are as follows:
Name | Address |
Westpac Banking Corporation (WBC) | Level 20, Westpac Place, 275 Kent St, Sydney NSW 2000 |
Asgard Capital Management Limited | Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000 |
BT Funds Management (NZ) Limited | Level 15, PWC Tower, 188 Quay Street, Auckland, New Zealand |
TOWER LIMITED (TWR) | The Company Secretary, TOWER LIMITED (TWR) Level 11, Tower Centre, 22 Fanshawe Street AUCKLAND NEW ZEALAND Tel: +64 9 369 2000 Fax: +64 9 369 2160 |
Signature
print name Tim Hartin capacity Company Secretary
sign here date 03/03/2014
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DIRECTIONS(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the
relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6of
the form.
(2) See the definition of "associate" in section 9 of the Corporations Law.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Law.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate scheme multiplied by 100.
(6) Include details of:
(a) Any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and with a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) Any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of a n
option) write "unknown".
(9) Give details, if appropriate, of the present association and any changes in that association since the last substantial holding notice.
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SCHEDULE
TRANSACTION HISTORYSales & Purchases for the period : 10/12/2013 to 27/02/2014
SECURITY: TWR
BT Funds Management (NZ) LimitedDate 11/12/2013 | Registered Company BTNZ Unit Trust Nominees 1 | Quantity -538,395 | Value 325,000.00 |
23/01/2014 | BTNZ Unit Trust Nominees 1 | -10,515 | 6,000.00 |
24/01/2014 | BTNZ Unit Trust Nominees 1 | -5,986 | 3,477.00 |
27/01/2014 | BTNZ Unit Trust Nominees 1 | -12,266 | 7,080.00 |
28/01/2014 | BTNZ Unit Trust Nominees 1 | -10,410 | 5,941.00 |
31/01/2014 | BTNZ Unit Trust Nominees 1 | 522,024 | -288,411.00 |
3/02/2014 | BTNZ Unit Trust Nominees 1 | -261,522 | 148,000.00 |
7/02/2014 | BTNZ Unit Trust Nominees 1 | -6,309 | 3,600.00 |
Total | -323,377 | 210,687.00 | |
Date | Registered Company | Quantity | Value |
11/12/2013 | BTNZ Unit Trust Nominees 2 | 440,000 | -728,904.00 |
23/01/2014 | BTNZ Unit Trust Nominees 2 | 8,500 | -14,895.83 |
24/01/2014 | BTNZ Unit Trust Nominees 2 | 4,926 | -8,480.15 |
27/01/2014 | BTNZ Unit Trust Nominees 2 | 10,030 | -17,376.19 |
28/01/2014 | BTNZ Unit Trust Nominees 2 | 8,417 | -14,747.84 |
31/01/2014 | BTNZ Unit Trust Nominees 2 | -370,494 | 670,594.14 |
3/02/2014 | BTNZ Unit Trust Nominees 2 | 300,000 | -530,112.00 |
7/02/2014 | BTNZ Unit Trust Nominees 2 | 5,100 | -8,937.50 |
14/02/2014 | BTNZ Unit Trust Nominees 2 | 50,000 | -85,209.13 |
17/02/2014 | BTNZ Unit Trust Nominees 2 | 150,000 | -250,850.70 |
18/02/2014 | BTNZ Unit Trust Nominees 2 | 120,000 | -199,996.80 |
24/02/2014 | BTNZ Unit Trust Nominees 2 | 100,000 | -160,138.00 |
26/02/2014 | BTNZ Unit Trust Nominees 2 | 50,000 | -78,609.90 |
27/02/2014 | BTNZ Unit Trust Nominees 2 | 50,000 | -78,860.25 |
Total | 926,479 | -1,506,524.15 | |
Date | Registered Company | Quantity | Value |
11/12/2013 | Guardian Nominees No 2 Limited | 1,935,000 | -3,205,521.00 |
23/01/2014 | Guardian Nominees No 2 Limited | 35,500 | -62,211.98 |
24/01/2014 | Guardian Nominees No 2 Limited | 20,571 | -35,413.12 |
27/01/2014 | Guardian Nominees No 2 Limited | 41,890 | -72,571.16 |
28/01/2014 | Guardian Nominees No 2 Limited | 35,152 | -61,591.56 |
31/01/2014 | Guardian Nominees No 2 Limited | -1,419,718 | 2,569,689.58 |
3/02/2014 | Guardian Nominees No 2 Limited | 552,000 | -975,406.08 |
7/02/2014 | Guardian Nominees No 2 Limited | 21,300 | -37,327.19 |
18/02/2014 | Guardian Nominees No 2 Limited | 106,017 | -175,172.95 |
Total | 1,327,712 | -2,055,525.46 | |
BT Funds Management (NZ) Limited Total : | 1,930,814 | -3,351,362.61 |
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ANNEXURE A - ASSOCIATED COMPANIESThis is annexure 'A' (being 3 pages) referred to in Form 604, Notice of change of interests of substantial holder, lodged for Westpac and its associated entities
Tim Hartin - Company Secretary WBC - 27/02/2013
Westpac Banking Corporation
1925 (Commercial) Pty Limited
1925 (Industrial) Pty Limited
1925 Advances Pty Limited
A.G.C. (Pacific) Limited
Advance Asset Management Limited Altitude Administration Pty Limited Altitude Rewards Pty Limited Aotearoa Financial Services Limited
Ascalon Capital Managers (Asia) Limited Ascalon Capital Managers Limited Ascalon Funds Seed Pool Trust
Asgard Capital Management Limited
Asgard Wealth Solutions Limited
Australian Loan Processing Security Company Pty
Limited
Australian Loan Processing Security Trust
Bella Trust No. 2 Series 2011 - 1
Bella Trust No. 2 Series 2011 - 2
Bella Trust No. 2 Series 2011 - 3
Bella Trust No. 2 Series 2012 - 1
Bella Trust No. 2 Series 2010 - 1
Bella Trust No. 2 Series 2010 - 2
Belliston Pty Limited
Bill Acceptance Corporation Pty Limited BLE Capital Investments Pty Limited BLE Capital Limited
BLE Development Pty Limited
BLE Holdings Pty Limited
BOS International (Australia) Limited BOS International (Securities) Limited BOSI Security Services Pty Ltd
BT (Queensland) Pty Limited
BT Australia Pty Limited
BT Financial Group (NZ) Limited
BT Financial Group Pty Limited
BT Funds Management (NZ) Limited
BT Funds Management Limited
BT Funds Management No.2 Limited
BT Investment Management (Fund Services) Limited BT Investment Management (Institutional) Limited BT Investment Management Limited
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BT Long Term Income Fund Australia W1 Investments Pty Limited Australia BT Portfolio Services Limited Australia Waratah Receivables Corp Pty Limited Australia BT Private Nominees Pty Limited Australia Waratah Securities Australia Limited Australia
BT Securities Limited Australia Westpac (NZ) Investments Limited New Zealand BT Short Term Income Fund Australia Westpac Administration Pty Limited Australia BTIM UK Limited UK Westpac Altitude Rewards Trust Australia Canning Park Capital Pte. Ltd Australia Westpac Americas Inc. USA
Capital Finance Australia Limited Australia Westpac Asian Lending Pty Limited Australia
Capital Fleetlease Limited Australia Westpac Bank of Tonga Tonga
Capital Finance (NZ) Limited Australia Westpac Bank Samoa Limited Samoa
Papua New
Capital Corporate Finance Limited Australia Westpac Bank-PNG-Limited
Guinea
Capital Rent Group Limited Australia Westpac Capital Holdings Inc. USA Capital Motor Finance Limited Australia Westpac Capital Markets Holding Corp. USA Capital Finance New Zealand Limited New Zealand Westpac Capital Markets LLC USA Castlereagh Trust Australia Westpac Capital Trust III USA CBA Limited Australia Westpac Capital Trust IV USA
Challenge Limited Australia Westpac Capital-NZ-Limited New Zealand Codrington S.a.r.l. Luxembourg Westpac Cash PIE Fund Australia Crusade ABS Series 2012 - 1 Trust Australia Westpac Cook Cove Trust I Australia Crusade ABS Series 2013 - 1 Trust Australia Westpac Cook Cove Trust II Australia Crusade CP Management Pty Limited Australia Westpac Covered Bond Trust New Australia Crusade CP No.1 Pty Limited Australia Westpac Custodian Nominees Limited Australia Crusade CP Trust No. 41 Australia Westpac Debt Securities Pty Limited Australia Crusade CP Trust No. 44 Australia Westpac Delta LLC USA
Crusade CP Trust No. 48 Australia Westpac Direct Equity Investments Pty Limited Australia Crusade CP Trust No. 49 Australia Westpac Equipment Finance (No.1) Pty Limited Australia Crusade CP Trust No. 50 Australia Westpac Equipment Finance Limited Australia Crusade CP Trust No. 52 Australia Westpac Equity Holdings Pty Limited Australia Crusade CP Trust No. 53 Australia Westpac Equity Investments NZ Limited New Zealand Crusade CP Trust No. 54 Australia Westpac Equity Pty Limited Australia Crusade CP Trust No. 55 Australia Westpac Europe Limited UK
Crusade CP Trust No. 56 Australia Westpac Finance (HK) Limited Hong Kong Crusade CP Trust No. 57 Australia Westpac Financial Consultants Limited Australia Crusade CP Trust No. 58 Australia Westpac Financial Holdings Pty Limited Australia Crusade CP Trust No. 60 Australia Westpac Financial Services Group Limited Australia Crusade Euro Trust 1E of 2006 Australia Westpac Financial Services Group-NZ-Limited New Zealand Crusade Euro Trust 1E of 2007 Australia Westpac Financial Services Limited Australia Crusade Global Trust 1 of 2005 Australia Westpac Funding Holdings Pty Limited Australia Crusade Global Trust 1 of 2006 Australia Westpac Funds Financing Holdco Pty Limited Australia Crusade Global Trust 1 of 2007 Australia Westpac Funds Financing Pty Limited Australia Crusade Global Trust 2 of 2004 Australia Westpac General Insurance Limited Australia Crusade Global Trust 2 of 2005 Australia Westpac General Insurance Services Limited Australia Crusade Global Trust 2 of 2006 Australia Westpac Global Capital Markets Pty Limited Australia Crusade Management Limited Australia Westpac Group Investment-NZ-Limited New Zealand Crusade Trust 1A of 2005 Australia Westpac Group Investments Australia Pty Limited Australia Crusade 2P Trust of 2008 Australia Westpac Holdings-NZ-Limited New Zealand Danaby Pty Limited Australia Westpac Investment Capital Corporation USA
eQR Securities Pty. Limited Australia Westpac Investment Vehicle No.2 Pty Limited Australia
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Europe Infrastructure Debt LP G.C.L. Investments Pty Limited General Credit Holdings Pty Limited General Credits Pty Limited Halcyon Securities Limited Hastings Advisers LLC Hastings Forestry Investments Limited Hastings Forests Australia Pty Limited Hastings Funds Management Asia Pty. Limited | UK Australia Australia Australia Australia USA New Zealand Australia Singapore | Westpac Investment Vehicle No.3 Pty Limited Westpac Investment Vehicle Pty Limited Westpac Investments U.K. Limited Westpac Leasing Nominees-Vic.-Pty Limited Westpac Lenders Mortgage Insurance Limited Westpac Life Insurance Services Limited Westpac Life-NZ-Limited Westpac New Zealand Group Limited Westpac New Zealand Limited | Australia Australia UK Australia Australia Australia New Zealand New Zealand New Zealand |
Hastings Funds Management (UK) Limited | UK | Westpac Nominees-NZ-Limited | New Zealand |
Hastings Funds Management (USA) Inc. | USA | Westpac NZ Covered Bond Holdings Limited | New Zealand |
Hastings Funds Management Limited | Australia | Westpac NZ Covered Bond Limited | New Zealand |
Hastings Group Pty Limited | Australia | Westpac NZ Leasing Limited | New Zealand |
Hastings Infrastructure 1 Limited | UK | Westpac NZ Operations Limited | New Zealand |
Hastings Infrastructure 2 Limited | UK | Westpac NZ Securitisation Holdings Limited | New Zealand |
Hastings Investment Capital LP | USA | Westpac NZ Securitisation Limited | New Zealand |
Hastings Investments GP LLC | USA | Westpac NZ Securitisation No. 2 Limited | New Zealand |
Hastings Investment Management Pty Ltd | Australia | Westpac Overseas Holdings No. 2 Pty Limited | Australia |
Hastings Korea Company Limited | Korea | Westpac Overseas Holdings Pty Limited | Australia |
Hastings Management Pty Limited | Australia | Westpac Pacific Limited Partnership | Australia |
Hastings Private Equity Fund IIA Pty Limited | Australia | Westpac Properties Limited | Australia |
Hickory Trust | Australia | Westpac RE Limited | Australia |
Hitton Pty Limited | Australia | Westpac Securities Administration Limited | Australia |
HLT Custodian Trust | New Zealand | Westpac Securities Limited | Australia |
Infrastructure GP LLP | UK | Westpac Securities NZ Limited | New Zealand |
J O Hambro Capital Management Holdings Limited | UK | Westpac Securitisation Holdings Pty Limited | Australia |
J O Hambro Capital Management Limited | UK | Westpac Securitisation Management Pty Limited | Australia |
JOHCM (Singapore) Pte Limited | Singapore | Westpac Singapore Limited | Singapore |
JOHCM (USA) Inc | USA | Westpac Structured Products Limited | Australia |
Magnitude Group Pty Limited | Australia | Westpac Superannuation Nominees-NZ-Limited | New Zealand |
MIF Custodian Trust | New Zealand | Westpac Syndications Management Pty Limited | Australia |
Mortgage Management Pty Limited | Australia | Westpac Term PIE Fund | New Zealand |
Nationwide Management Pty Limited | Australia | Westpac TPS Trust | Australia |
Net Nominees Limited Number 120 Limited1 | Australia New Zealand | Westpac Unit Trust Westpac USA Inc. | Australia USA |
Oniston Pty Limited | Australia |
Note: Westpac retains 63% ownership of BT Investment Management Limited who lodges separate notices under ASX code 'BTT'
BT Investment Management Limited (63%) Australia
BT Investment Management (Institutional) Limited (Subsidiary of BT Investment Management Limited) Australia
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