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Heartland Group Holdings Limited (NZX/ASX: HGH) has announced plans to hold a Special Shareholder Meeting on Wednesday, 30 September 2026, to vote on its proposed acquisition of all TSB Bank Limited shares from Toi Foundation and the subsequent merger of Heartland Bank Limited with TSB. Subject to Toi Foundation trustee approval, the meeting will be held both online and in-person in Auckland, New Zealand, with shareholders also able to nominate directors for election at the event.
Key Points
- Heartland Group Holdings Limited (NZX/ASX: HGH) has confirmed the date for its Special Shareholder Meeting concerning the TSB Bank acquisition and merger proposal.
- The meeting is set for Wednesday, 30 September 2026, at 3:00pm NZDT, with both online and in-person participation available in Auckland, New Zealand.
- The meeting will proceed only after the Toi Foundation trustee approval condition is met.
- Shareholders may nominate directors for election until Friday, 7 August 2026, with nominations requiring written consent from nominees.
- Further details and matters requiring shareholder approval will be outlined in the forthcoming Notice of Meeting.
Overview of Heartland's Proposed Acquisition and Merger with TSB Bank
Heartland Group Holdings Limited, a banking and financial services provider operating in New Zealand and Australia, announced on 2 June 2026 its intention to acquire all shares of TSB Bank Limited from Toi Foundation and merge Heartland Bank Limited with TSB. This strategic transaction aims to combine the two banking institutions into a unified operation, pending shareholder approval.
The merger plan entails acquiring the entire TSB Bank share capital from Toi Foundation, the current sole shareholder. Following acquisition, Heartland Bank Limited and TSB Bank will integrate their operations to form a larger banking entity with enhanced scale and capabilities across both New Zealand and Australian markets. The full details of the proposed acquisition and merger were initially disclosed in Heartland’s 2 June 2026 announcement.
Special Shareholder Meeting Set for Late September 2026
Heartland has confirmed that, contingent on Toi Foundation trustee approval, the Special Shareholder Meeting will take place on Wednesday, 30 September 2026, starting at 3:00pm NZDT. The meeting will be held in a hybrid format, enabling shareholders to participate online or attend in person at Heartland’s principal office located at Heartland House, 35 Teed Street, Newmarket, Auckland, New Zealand.
This scheduled date allows shareholders sufficient time to review the proposal materials and deliberate before voting. The hybrid format supports wider shareholder engagement regardless of location. All shareholders will receive a Notice of Meeting prior to the event, containing comprehensive information about the transaction and voting procedures. The Notice will also be accessible on Heartland’s website at heartlandgroup.info.nz for transparency and ease of access.
Toi Foundation Trustee Approval as a Condition Precedent
The announcement highlights that the Special Shareholder Meeting is conditional upon obtaining trustee approval from Toi Foundation, the current owner of all TSB Bank shares. This approval is required before Heartland can officially convene the meeting, underscoring the necessity of securing consent from TSB’s controlling shareholder prior to advancing the transaction.
While Heartland has set 30 September 2026 as the target meeting date, the actual convening depends on Toi Foundation completing its internal approval process. The company has not provided a timeline or likelihood estimate for this condition being fulfilled.
Director Nomination Process and Shareholder Participation
Shareholders eligible to attend and vote at the Special Shareholder Meeting may nominate directors for election. Nominations must include written consent from nominees to confirm their willingness to stand. This process aligns with Heartland’s corporate governance practices, allowing shareholders to influence board composition alongside approval of the merger.
In accordance with NZX Listing Rule 2.3.2, the deadline for director nominations is 5:00pm NZST on Friday, 7 August 2026. Nominations should be sent to Heartland at PO Box 9919, Newmarket, Auckland 1149, addressed to the Chief Legal Officer. Late nominations will not be accepted.
Notice of Meeting and Additional Shareholder Information
Heartland will issue a detailed Notice of Meeting to all shareholders, outlining the agenda, transaction details, financial information, and independent reports to assist in decision-making. This Notice will also be published on the company’s website at heartlandgroup.info.nz.
The exact dispatch date of the Notice has not been disclosed, but shareholders can expect to receive it well in advance of the 30 September 2026 meeting to allow adequate review time. The Notice will specify resolutions for voting, including approval of the TSB Bank acquisition and merger, and provide instructions for both online and in-person participation.
Heartland Group’s Market Presence and Banking Operations
Listed on the New Zealand Exchange (NZX) and Australian Securities Exchange (ASX) under the ticker HGH, Heartland Group Holdings operates Heartland Bank Limited as its main banking subsidiary in New Zealand. The proposed acquisition of TSB Bank, currently wholly owned by Toi Foundation, represents a major expansion of Heartland’s banking footprint and market reach.
The merger will create a combined banking entity with a larger customer base and enhanced market presence in New Zealand’s financial sector. Heartland’s headquarters are located at Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland. The dual NZX/ASX listing ensures accessibility for investors in both countries.
Regulatory Compliance and Governance Oversight
The Special Shareholder Meeting fulfills Heartland’s regulatory and governance obligations as a listed entity on both NZX and ASX. Shareholder approval is required for significant corporate transactions such as this acquisition. The director nomination process follows NZX Listing Rule 2.3.2, enabling shareholders to participate in board elections concurrently with the merger vote.
Heartland has not disclosed any additional regulatory approvals beyond the Toi Foundation trustee approval condition necessary for transaction completion.
Upcoming Timeline and Important Dates for Investors
Key dates for investors include the director nomination deadline on Friday, 7 August 2026, at 5:00pm NZST. Afterward, Heartland will prepare and distribute the Notice of Meeting containing detailed transaction information and voting instructions. The Notice will be available on heartlandgroup.info.nz once released.
The Special Shareholder Meeting is scheduled for Wednesday, 30 September 2026, at 3:00pm NZDT, where shareholders will vote on the acquisition and merger. This vote is a pivotal step in the transaction’s approval process. Heartland has not provided timelines for transaction completion or subsequent milestones. Shareholders should monitor the company’s website and ASX/NZX announcements for updates on Toi Foundation trustee approval and transaction progress.
Contact Information for Shareholders and Media
Nicola Foley, Head of Corporate Communications & Investor Relations, is the primary contact for shareholder inquiries and media regarding this announcement and the proposed transaction. She can be reached at +64 27 345 6809 or via email at [email protected]. The announcement was authorized by Heartland’s Chief Executive Officer, Andrew Dixson.
Director nominations must be sent to Heartland at PO Box 9919, Newmarket, Auckland 1149, addressed to the Chief Legal Officer, and must be received by 5:00pm NZST on Friday, 7 August 2026, including written consent from nominees. Additional information about Heartland Group Holdings Limited is available at heartlandgroup.info or heartlandgroup.info.nz, where shareholders can access the Notice of Meeting and related materials once published.
