Shareholders back Heartland-TSB merger with a 94.80% vote in favour
Heartland Group Holdings Limited (NZX/ASX: HGH) shareholders have delivered an overwhelming mandate for the proposed acquisition of TSB Bank Limited and the subsequent merger to create TSB Heartland Bank Limited. At a Special Shareholder Meeting held in Auckland and online on 30 September 2026, 94.80% of votes cast were in favour of the special resolution approving the transaction.
The result came on a 58.09% participation rate of Heartland’s issued capital, with the 94.80% approval rate comfortably exceeding the 75% threshold required for a special resolution to pass, signalling strong shareholder conviction in the strategic case for the merger.
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What shareholders approved — the four resolutions explained
Four resolutions were put to shareholders at the meeting. All four passed. The key details for each are summarised below:
Resolution 1 — Merger of Heartland Bank and TSB (Special Resolution)
Approval of the acquisition of all TSB shares and the subsequent amalgamation of Heartland Bank and TSB under the merger implementation agreement dated 1 June 2026. The amalgamated company will be known as TSB Heartland Bank Limited. Passed at 94.80% in favour.
Resolution 2 — Issue of consideration shares (Ordinary Resolution)
Approval for the issue of 200,000,000 fully paid ordinary shares in Heartland to Toi Foundation at an issue price of NZ$1.25 per share, as partial consideration for the TSB acquisition. Votes cast in favour by Toi Foundation and its associated persons (including Fisher Funds Management Limited) were disregarded, except where acting as a directed proxy for a person who was not disqualified from voting. Passed at 94.71% in favour.
Resolution 3 — Election of Mark Darrow as Director (Ordinary Resolution)
Election of Mark Darrow as a director of Heartland, effective upon completion of the TSB acquisition. This resolution received the highest approval of all four, passing at 98.10% in favour.
Resolution 4 — Non-executive director remuneration increase (Ordinary Resolution)
An increase in total annual remuneration available to all non-executive directors from NZ$2,400,000 or AU$2,200,000 to NZ$2,600,000 or AU$2,350,000 (whichever is the greater amount from time to time), effective for the financial year ending 30 June 2027. Passed at 97.27% in favour.
The full voting breakdown across all four resolutions is shown below.
| Resolution | Type | Votes For (%) | Votes Against (%) |
|---|---|---|---|
| Resolution 1 — Merger of Heartland Bank and TSB | Special Resolution | 520,505,170 (94.80%) | 28,556,745 (5.20%) |
| Resolution 2 — Issue of consideration shares to Toi Foundation | Ordinary Resolution | 514,602,454 (94.71%) | 28,732,760 (5.29%) |
| Resolution 3 — Election of Mark Darrow as Director | Ordinary Resolution | 534,960,799 (98.10%) | 10,359,742 (1.90%) |
| Resolution 4 — Non-executive director remuneration increase | Ordinary Resolution | 428,159,233 (97.27%) | 12,012,902 (2.73%) |
At the commencement of the meeting, Heartland had 945,206,975 ordinary shares on issue, excluding treasury stock.
What this merger means for investors — the strategic case
Creating a larger, more competitive New Zealand bank
The proposed merger combines two complementary institutions under a single entity. Heartland Bank brings a nationwide specialist product network covering reverse mortgages, livestock finance, motor finance, asset finance, and savings products. TSB contributes a well-established Taranaki regional presence, including a local branch network and customer-facing roles. Subject to the remaining conditions being satisfied and the transaction completing, Taranaki is expected to remain a key operational hub within the merged bank, while Heartland Bank’s existing nationwide network would be retained.
The transaction structure is also designed to support Toi Foundation’s capacity to reinvest back into the Taranaki community, adding a community reinvestment dimension to the deal.
The original merger announcement in June 2026 outlined aggregate consideration of $620 million, with management forecasting normalised EPS accretion in excess of 20% in the first full year post-completion, based on approximately $34 million in annual pre-tax cost synergies independently assessed by EY.
Conditions still to be satisfied before completion
Shareholder approval is a significant milestone, but completion of the proposed transaction is not yet confirmed. Several steps were completed prior to the meeting, including confirmatory due diligence, entry into warranty and indemnity insurance arrangements by both Heartland and Toi Foundation, completion of Toi Foundation’s community consultation, and Toi Foundation trustee approval.
Toi Foundation trustee approval came on 27 August 2026, following a review of 1,267 community submissions across two consultation rounds, with trustees concluding the Heartland proposal was superior to retaining TSB as a standalone bank.
Remaining conditions to be satisfied include:
- Satisfaction of the Material Adverse Change condition
- Receipt of the necessary regulatory approvals
No timeline for regulatory approval has been disclosed in this announcement. These represent standard process steps in a transaction of this scale and complexity.
Leadership voices — what the CEO and Chair said
Heartland Group Chief Executive Officer Andrew Dixson commented on the outcome following the meeting.
Andrew Dixson, CEO
“Yesterday’s approval is a strong endorsement from our shareholders of the strategic rationale for this transaction and the long-term value it is expected to create. It marks an important milestone towards bringing together two complementary banks to create a larger, more competitive New Zealand bank, with greater capacity to invest in future growth. We are grateful for the support shareholders have shown and will now focus on satisfying the remaining conditions and progressing towards completion.”
Dixson’s comments reflect management’s focus on execution, with the company now directing its attention toward satisfying the conditions required before the transaction can be completed.
Board Chair Greg Tomlinson addressed the broader shareholder base at the meeting.
Greg Tomlinson, Board Chair
“Heartland’s shareholders include many everyday New Zealanders who supported the business when it merged and listed in 2011. Being part of a listed banking group gives customers and communities the chance to invest in the bank’s success.”
Tomlinson’s remarks highlight the long-term community and investor dimension of the merged entity, positioning TSB Heartland Bank Limited as a bank with both a national footprint and a meaningful regional identity.
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