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Tilt Renewables Entitlement Offer

20 Feb 2019

Tilt Renewables Limited ("TLT") is pleased to announce that it is raising approximately A$260 million of new equity through an underwritten pro rata accelerated entitlement offer ("Offer") of new ordinary shares ("New Shares") at an issue price of NZ$1.75 per New Share. 

Purpose of the Offer

On 14 February 2018, TLT announced that it had submitted a bid ("Bid") into the Victorian Renewable Energy Auction Scheme ("VREAS") for a portion of the electricity produced by the proposed Dundonnell Wind Farm ("Project”). Under the VREAS, the Victorian Government sought to contract new renewable energy capacity in connection with the Victorian Government's commitment to the Victorian Renewable Energy Target of 25% of renewable energy generation in Victoria by 2020, and 40% by 2025.

The Bid was successful, and TLT secured a support agreement from the Victorian Government 
("Support Agreement") with a term of 15 years, which will provide TLT with price certainty for approximately 37% of the electricity and green products produced by the Project. Notwithstanding the 15 year term, the Victorian Government has the right to terminate the Support Agreement at any time. If the Victorian Government was to exercise this right, TLT may suffer economic losses. The Victorian Government is not required to fully compensate TLT for such losses.

TLT subsequently secured a further 15 year off-take contract (together with the Support Agreement, the "Off-Take Contracts") for an additional 50% of the electricity and green products produced by the Project following a competitive process undertaken by Snowy Hydro, an Australian Federal Government owned electricity generator and retailer. 
These Off-Take Contracts combine to provide price certainty for approximately 87% of the output of the project for their respective terms.

Following the Board approving the Project on 30 October 2018, TLT reached financial close on the Project (i.e. had executed all key Project-related contracts) on 14 November 2018. 
TLT has partnered with Vestas – Australian Wind Technology Pty. Limited for the supply of turbines and construction of the project under a full Engineer, Procure and Construct (“EPC”) contract and with AusNet Services for the transmission connection component to be delivered via a Build, Own and Operate (“BOO”) model.

Construction of the Project commenced as planned in January 2019, allowing TLT to meet contractual obligations under the Support Agreement to supply electricity from the Project by September 2020.

The Project is expected to cost approximately A$563 million. A total of A$300 million for the project costs will be funded by a combination of a syndicated bank debt package from TLT's existing banking syndicate and a term facility with the Danish Export Credit Agency. The proceeds of the Offer plus cash reserves will be used to fund the remaining expected construction costs (i.e. approximately 
A$260 million).

Shareholders approved the Project at TLT's annual meeting, held on 28 August 2018. For more information regarding the details of, and rationale for, the Project, please refer to the notice of meeting relating to that annual meeting of Shareholders, dated 1 August 2018, available at 
www.tiltrenewables.com.

Offer 
Under the Offer, eligible TLT shareholders will be entitled1 to acquire 1 New Share for every 2 existing shares held on the record date, being 5.00pm (NZ time) / 3.00pm (Melbourne time) on 22 February 2019. The Offer price is NZ$1.75, with an A$ Offer price to be set at 6.00pm (Melbourne time) on 22 February 2019. 
The issue price of NZ$1.75 reflects a:

• 25.8% discount to the last close price of TLT Shares on NZX on 19 February 2019 (the last trading day before the Offer was announced) of NZ$2.36; and

• 19.0% discount to the theoretical ex-entitlement price of NZ$2.16.

Approximately 156 million New Shares will be issued under the Offer. The New Shares will rank equally with existing shares on issue.

The institutional component of the Offer will be accelerated and occur over the two business days immediately after the Offer is announced, with settlement of New Shares under the institutional component of the offer to occur on 27 February 2019 on the ASX, and settlement of New Shares under the institutional component of the offer to occur on the NZX, and allotment of New Shares under the institutional component of the on the NZX and the ASX, to occur on 28 February 2019.

The retail component of the Offer will open for eligible retail shareholders (with a registered address in New Zealand or Australia on the record date) on 26 February 2019, and close on 14 March 2019. Settlement of New Shares under the retail component of the offer is to occur on 20 March 2019 on the ASX, and settlement of New Shares on the NZX under the retail component of the offer, and allotment of New Shares on the NZX and the ASX under the retail component of the offer, to occur on 21 March 2019.

An Offer Document, together with a personalised entitlement and acceptance form, will be sent to eligible retail shareholders on 26 February 2019 and will be available onEligible retail shareholders wishing to acquire New Shares under the retail component of the Offer will need to complete the entitlement and acceptance form, or apply online via the website above. Eligible retail shareholders may choose to take up their entitlements in whole, in part or not at all. In deciding whether or not to participate in the retail component of the Offer, eligible retail shareholders are encouraged to read the Offer Document carefully and seek financial, investment, or other professional advice from a qualified professional adviser.

Under the Offer, there is no rights trading. Instead, New Shares not taken up or attributable to ineligible shareholders will be offered to institutional investors through two bookbuilds run by the lead managers (one in respect of the institutional offer and one in respect of the retail offer). Any premium achieved above the application price for the New Shares in each of the bookbuilds will be shared on a pro rata basis (with no brokerage costs deducted) between those shareholders who do not exercise their entitlements or who are ineligible to do so under each of the institutional offer and the retail offer, respectively.

Citigroup Global Markets Limited and Forsyth Barr Group Limited are acting as underwriters of the Offer, and Citigroup Global Markets Limited and Forsyth Barr Limited are acting as lead managers of the Offer. Reunion Capital Partners Pty Ltd is acting as financial adviser to TLT in relation to the Offer. 
The terms of the Offer are summarised in the accompanying presentation. Full details of the Offer are included in the offer document which will be provided to eligible shareholders and made available to download at www.shareoffer.co.nz/tilt.

For further information please contact:

Steve Symons 
Chief Financial Officer 
Tilt Renewables 
Telephone: +61 419 893 746

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