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Wellington funding update

Capital Raise24 October 2019AOFFinancials

®
is a registered Trade Mark of Wellington Drive Technologies WT9257


Wellington Drive Technologies Ltd

P: +64 9 477 4500 E: info@wdtl.com

21 Arrenway Drive, Rosedale, Auckland 0632

PO Box 302-533 North Harbour, Auckland 0751, New Zealand

www.wdtl.com

25 October 2019


Wellington Drive Technologies funding update


Wellington announces fully supported rights issue to fund continued growth


Wellington Drive Technologies Limited (Wellington), a leading provider of Internet of Things (IoT) solutions

and energy efficient motors to the retail food and beverage industry, today announced its intention to raise

approximately $5.3m of new capital through a fully supported pro-rata rights issue. This announcement is

on the back of strong year-to-date results that demonstrates improving profit performance, plus an

expanding array of growth opportunities, including the recently announced new North American IoT project.


Wellington’s Capital Committee Chairperson, Gottfried Pausch commented "With continually improving

operating performance and an exciting funnel of growth opportunities the board believes now is the right time

to increase the company’s growth investment. We appreciate the support of those shareholders that have

committed to support this rights issue and we invite other shareholders to also participate. This new capital

will let Wellington accelerate its product development and business development capability, so that it can

grow revenue consistent with its 2023 growth target and further increase earnings and cash generation”.


Funding Details


To ensure Wellington can successfully execute new growth projects, continue to add the necessary skills in

sales and IoT engineering and successfully launch new products planned for 2020, Wellington intends to

raise approximately $5.3m from a pro-rata rights issue.

The key features of the offer include:

- Raise approximately $5.3m through a 1:5 pro-rata rights issue at 10 cents per new share;

- The offer is expected to close in November with the new shares issued early in December 2019;

- The issue is 100% committed with either underwrite agreements or firm pro-rata rights commitments.


Use of funds:

• New IoT business opportunity: Develop a new Connect SCS product and hire customer support

resources for the new IoT business opportunity with one of the largest manufacturers of commercial

coolers in the Americas (the opportunity previously disclosed in the company’s 2019 Interim report).

This new product has an approximate development cost of $1m to $1.5m. Revenue is estimated to

start Q4-2020, with full production revenues estimated at $2 to $4m annually from 2021. This project is

in the latter stages of negotiation. Wellington’s confidence at this stage of negotiations stems from the

fact there is an existing long-standing commercial relationship with this customer on another line of

business. The Wellington board has approved the commencement of early development work on

customer specific applications.







WT9257


• New Product Launches: Ensure the successful completion and launch of other new products

launching in 2020. New hardware includes the ECR2+, a new version of the successful ECR2 platform;

Connect SCS Black, a Connect IoT device specifically targeted at large scale new build coolers;

Connect Monitor, a new IoT device to allow retrofit in a broader range of coolers; Connect Network, a

new ‘always on’ IoT device; and new apps including one that helps store owners manage the in-store

cooler or display shelves.


• Develop the food service market: Fund entry into the food service market with new IoT hardware and

data solutions. Market entry has already commenced in New Zealand with SKOPE Industries. Deploy

sales and technical resources that are closer to the main USA market for food service.


• iProximity platform development: Market development in support of expanding the company’s

iProximity platform sales which includes technical marketing resources to explore new areas such as

smart venues and non-refrigeration based digital marketing. The expansion of iProximity sourcing

relationships to support the growth of proximity marketing devices used for non-refrigeration

customers.


• Expanding sales and technical capability: Expanding the USA and Western European sales teams

to win new customers for Wellington’s IoT solutions, ECR2 and ECR2+ motors. Continue the

expansion of the company’s software and hardware teams to improve capability and accelerate time to

market for new products.


• Repay high cost debt: Wellington has a $1m loan from Onimeg Investments Limited and a US$0.6m

loan from Meta Capital Limited which are both repayable on 31 March 2020. Proceeds from this issue

will be used to repay these loans on or before the due dates resulting in annualised savings of $250k in

interest costs. Total annualised savings including the partial repayment of the Onimeg loan in

September 2019, is approximately $500k.


This rights issue has been approved by the independent Directors of Wellington.


Governance note

Acting Chairman John McMahon is the sole director and shareholder of Meta Capital Limited. Meta Capital

has loaned US$0.6 million to Wellington on arms-length terms and this loan is due for repayment on 31

March 2020. Part of the proceeds of the capital raising will contribute towards repayment of this loan. In

addition, Mr McMahon is a director of NZX Limited, the parent company of Smartshares Limited, which is a

substantial product holder of Wellington with 27.478% of the issued ordinary shares of Wellington as at 6

June 2018 (being the date of its most recent substantial product holder disclosure). Given these factors, Mr

McMahon is deemed to be “interested” in the Offer. Accordingly, he has not participated in discussions or

information where a conflict of interest may arise and has been recused from all Wellington Board decisions

relating to the Offer. Mr McMahon is not an independent director of Wellington.








WT9257


About Wellington Drive Technologies:

Wellington is a leading provider of IoT solutions, cloud-based fleet management platforms, energy-

efficient electronic motors and connected refrigeration control solutions. It serves some of the world’s

leading food and beverage brands and refrigerator manufacturers and offers proximity-based marketing

for Smart Cities to the Australian market. Wellington’s services and products improve sales, decrease

costs and reduce energy consumption. Headquartered in Auckland with a global reach, Wellington is

listed on the New Zealand stock exchange under the ticker symbol NZ:WDT

For further information visit www.wdtl.com





Contact:


Greg Allen Howard Milliner

Chief Executive Officer Chief Financial Officer

Phone +1-778-238-6494 +64 27 587-0455

---

®
is a registered Trade Mark of Wellington Drive Technologies WT 9256


Wellington Drive Technologies Ltd

P: +64 9 477 4500 E: info@wdtl.com

21 Arrenway Drive, Rosedale, Auckland 0632

PO Box 302-533 North Harbour, Auckland 0751, New Zealand

www.wdtl.com








25 October 2019




Client Market Services

NZX Limited

Level 1, NZX Centre

11 Cable Street

Wellington 6011



For Immediate Release

Notice pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct

Regulations 2014


Wellington Drive Technologies Limited (WDT) has announced that it proposes to undertake a pro rata

renounceable rights issue (Offer) of new ordinary shares (New Shares). The Offer will be made to eligible

WDT shareholders (being those New Zealand resident shareholders recorded on WDT’s share register as at

5.00 pm, 5 November 2019 (Record Date)) (Eligible Shareholders) who will be entitled to subscribe for

one New Share for every five ordinary shares held at the Record Date on payment of $0.10 per New Share.

The Offer is partially underwritten as to approximately 70% of the aggregate total proceeds being offered.

Pursuant to clause 20(1)(a) of Schedule 8 of the Financial Markets Conduct Regulations 2014

(Regulations), WDT states that:

1. WDT is making the Offer in reliance upon the exclusion in clause 19 of Schedule 1 of the Financial

Markets Conduct Act 2013 (FMCA).

2. WDT is giving this notice under clause 20(1)(a) of Schedule 8 of the Regulations.

3. As at the date of this notice, WDT is in compliance with:

(a) the continuous disclosure obligations (as defined in the Regulations) that apply to it in relation to

WDT’s listed ordinary shares; and

(b) its “financial reporting obligations” within the meaning set out in clause 20(5) of Schedule 8 of

the Regulations.


WT 9256


2

4. As at the date of this notice, there is no information that is “excluded information” within the meaning set

out in clause 20(5) of Schedule 8 of the Regulations.

5. The Offer is not expected to have any effect or consequence on the control of Wellington.


___________________________________________________________________________

Contact:

Greg Allen Howard Milliner

Chief Executive Officer Chief Financial Officer

Phone +1-778-238-6494 +64-9-414-6590

---

®
is a registered Trade Mark of Wellington Drive Technologies WT 9268


Wellington Drive Technologies Ltd

P: +64 9 477 4500 E: info@wdtl.com

21 Arrenway Drive, Rosedale, Auckland 0632

PO Box 302-533 North Harbour, Auckland 0751, New Zealand

www.wdtl.com




25 October 2019


Section 1: issuer information (mandatory)

Name of issuer Wellington Drive Technologies Limited

Class of Financial Product Ordinary shares

NZX ticker code WDT

ISIN (If unknown, check on NZX website) NZWDTE0002S1

Name of Registry Computershare Investor Services Ltd

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share purchase

plan

Renounceable

Rights issue



Capital

reconstruction

Non

Renounceable

Rights issue


Call Bonus issue

Record date 5.00 pm, 5 November 2019

Ex-Date (one business day before the

Record Date)

4 November 2019

Currency NZD

Section 2: Rights issue


Number of Rights to be issued 52,628,670

2


Number of Financial Products to be issued

under the Rights issue

52,628,670

2

ordinary shares

ISIN of Rights Security (if applicable) NZWDTE0011S2


Minimum entitlement N/A

Entitlement ratio (for example 1 for 2) New 1 Existing 5

Treatment of fractions Fractions rounded down

Subscription price $0.10 per new share

Letters of entitlement mailed 7 November 2019

Offer close 5.00 pm, 25 November 2019


WT 9268


2

Quotation Date

1

(if applicable) 4 November 2019

Allotment Date 29 November 2019

Section 7: Authority for this announcement (mandatory)

Name of person authorised to make this

announcement

Howard Milliner

Contact person for this announcement Howard Milliner

Contact phone number 09 477 4500

Contact email address Howard.Milliner@wdtl.com


Date of release through MAP 25 October 2019









1

The Quotation date for Rights will be the Ex Date.

2.

Certain employees are existing holders of rights to acquire shares under (1) the Wellington Partly Paid Share Scheme;

and (2) the US Option Plan. If all the relevant rights were exercised, resulting in new shares being issued to those

persons on or before the Record Date, this would increase the number of New Shares available for subscription under

the Offer by 1,978,559. Further details on the Wellington Partly Paid Share Scheme and the US Option Plan are

included in Wellington’s most recent annual report.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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