Rights Offer

®
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 June 2020




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, 29 June 2020
Ex-Date (one business day before the
Record Date)
26 June 2020
Currency NZD
Section 2: Rights issue

Number of Rights to be issued 107,962,197
1

Number of Financial Products to be issued
under the Rights issue
107,962,197
1
ordinary shares
ISIN of Rights Security (if applicable) N/A
2

Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1 Existing 3
Treatment of fractions Fractions rounded down
Subscription price $0.05 per new share
Letters of entitlement mailed 1 July 2020

WT 9268

2
Offer close 5.00 pm, 16 July 2020
Quotation Date
1
(if applicable) N/A
2

Allotment Date by 22 July 2020
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 June 2020





1



1.
Certain employees are existing holders of rights to acquire shares under the Wellington Partly Paid Share Scheme that
will expire on 1 July 2020. If all the relevant rights were exercised, resulting in new shares being issued to those persons
on or before the Record Date, it would increase the number of New Shares available for subscription under the Offer by
16,667. Further details on the Wellington Partly Paid Share Scheme are included in Wellington’s most recent Annual
Report.
2.
The Rights are renounceable. Rights will not be Quoted on the NZX.

---

®
is a registered Trade Mark of Wellington Drive Technologies WT 9407

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 June 2020



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, or non-resident shareholders who are
otherwise persons to whom Wellington considers it is not unduly onerous for the Offer to be made as a result
of the legal requirements of their jurisdiction, recorded on WDT’s share register as at 5.00 pm, 29 June 2020
(Record Date)) (Eligible Shareholders). Eligible Shareholders will be entitled to subscribe for one New Share
for every three ordinary shares held at the Record Date on payment of $0.05 per New Share. 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 9407

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 in respect of Wellington.
5. The Offer is not expected to have any effect or consequence on the “control” (as defined in clause 48 of
Schedule 1 to the FMCA) of Wellington.

___________________________________________________________________________
Contact:
Greg Allen Howard Milliner
Chief Executive Officer Chief Financial Officer
Phone +1-778-238-6494 +64-9-414-6590

---

Page | 1.

Key Terms of the Offer
Issuer Wellington Drive Technologies Limited (Wellington or the Company)
The Offer
A pro rata, renounceable rights offer to Eligible Shareholders, of one New Share for every three
Ordinary Shares held by Eligible Shareholders at 5.00 pm on the Record Date with fractional
Rights being rounded down to the nearest share.
Rights will not be quoted or tradeable on the NZX Main Board. However, Eligible Shareholders
are entitled to seek buyers for their Rights off-market prior to the closing date of 16 July 2020.
Eligible Shareholders may take up some or all or none of their Rights.
If you take up all your Rights your percentage holding in Wellington will not reduce. However,
if you do not take up all your Rights, your percentage holding in Wellington will reduce following
completion of the Offer.
Eligibility
A Shareholder who, as at 5.00 pm on the Record Date:
• had a registered address in New Zealand; or
• is otherwise a person to whom Wellington considers it is not unduly onerous for an
offer of the New Shares to be made as a result of the legal requirements of the
applicable jurisdiction.
New Shares
Shares of the same class as, and that rank equally with, Ordinary Shares of the class quoted
on the NZX Main Board on issue immediately prior to the Offer.
Issue price $0.05 per New Share.
Existing Shares
currently on issue
323,886,592 Ordinary Shares
Maximum number of
New Shares being
offered
107,962,197 New Shares (subject to rounding)
1

Offer size
The amount to be raised under the Offer is approximately $5.4 million before costs.
Oversubscriptions
If you accept your entitlement in full, you may apply for any number of Additional New Shares
in accordance with the Oversubscription Facility – see page 9.
How to apply
Eligilble Shareholders may apply online at www.shareoffer.co.nz/wdt or by completing and
returning the enclosed Entitlement and Acceptance Form, together with payment in New
Zealand dollars by 16 July 2020.
Online Applications at www.shareoffer.co.nz/wdt are strongly encouraged given the
likelihood of delays with the postal system at this time.
Support for the Offer
Wellington has received commitments in respect of approximately 58% of the pro-rata rights
offer, with either firm letters of commitment or statements of intent from institutional investors,
strategic partner East West, Directors and staff. Wellington’s strategic partner, East West, has
indicated its intent to exercise all of its pro-rata rights, representing approximately 10.3% of the
new shares being offered and also to apply for over-subscriptions which, if successful, would
support 100% of any shortfall in rights applications.

1
Certain employees are existing holders of rights to acquire shares under the Wellington Partly Paid Share Scheme that expire
on 1 July 2020. If all the relevant rights were exercised, resulting in new Ordinary Shares being issued to those persons on or
before the Record Date, it would increase the number of New Shares available for subscription under the Offer by 16,667. Further
details on the Wellington Partly Paid Share Scheme are included in Wellington’s most recent Annual Report.

Page | 2.


Letter from the Board and Chief Executive Officer

On behalf of the directors
1
of Wellington, the Company has today announced it intends to raise
approximately NZ$5.4m of new equity capital via a 1 for 3 pro-rata entitlement offer at $0.05 per share.

The Board welcomes your participation in this Offer and thanks you for your continued support. The
Directors hope for the ongoing good health and wellbeing for all Wellington’s stakeholders during what
is a difficult time.

Background
In late FY2019 the Company raised $5.3m of equity capital via a pro rata rights issue. That capital was
utilised to repay high-cost debt and, more importantly, fund new product launches and growth plans for
2020. The Directors’ expectation then was for Wellington to continue its trend of improved financial
performance and for FY2020 to generate a profit and positive operating cash flow.

The Company has a range of new products under development; its advanced ECR2+ motor for
supermarket applications, Connect IoT hardware for retrofit and cellular applications, new cooler asset
management software and iProximity marketing software. These developments were and continue to
be supported by a broadening range of customer opportunities. Results for the first quarter (released
to NZX on 1 May), which was partially impacted by COVID-19 from early March, showed this strategy
was (prior to COVID-19) continuing to deliver expected results.

The initial disruption from COVID-19 affected Wellington’s supply chain and production. While the
Vietnamese-based contract manufacturing factory that supplies the majority of the Company’s
production remained open (and is so today), componentry sourced from China was either delayed or
halted as that country entered regional lockdowns along with closure of freight distribution channels
such as ports and airlines. Componentry supply has now largely normalised and customer orders are
being delivered in close-to-usual time frames.

Subsequently, the global spread of COVID-19 followed by government-directed shutdowns has
disrupted many of the regions and end markets where Wellington sells its products. A number of
countries have instigated partial or whole shutdowns, either nationally or regionally. This has resulted
in most of the Company’s customers, notably those in Europe, Latin America and the USA, closing
factories and offices from late April and through May, and in many cases cancelling or deferring orders
from Wellington. Some food and beverage brands have signalled significantly reduced capital
expenditure on coolers for the balance of 2020, and much of the food service industry has slowed.

Current Position
Most of Wellington’s customers remain either closed or in a significantly reduced state of operational
activity. Current feedback from these customers is that regional and factory re-openings are expected
to progressively commence towards the end of third quarter, with Europe showing early signs of re-
opening while markets in the Americas are restricted or closed to varying degrees. Wellington’s
customers nevertheless remain engaged in discussions around the company’s new product
developments.


1
Note that Chair, John McMahon, and Gottfried Pausch, currently operating in a part-time executive role, are not independent
directors of Wellington. Furthermore, Mr McMahon is deemed to be “interested” in the Offer and was recused from all Board
decisions relating to the Offer (see page 4).

Page | 3.

In the meantime, Wellington has taken prompt action to manage costs and its cash position, while
endeavouring to retain operational and business development capability in the expectation that
customer demand will begin to progressively return through the remainder of 2020. The current sales
run rate during Q2 is around $5m, with a moderate EBITDA loss expected for the quarter. However,
due to a strong Q1 performance the company expects a modest EBITDA profit for the first half.

Cost and cash actions taken by the Company include:

• deferral of the cash payout of FY2019 STI bonuses;
• Directors’ fees cut (general Board reduction by 50% and Chair by 100%);
• CEO salary reduction of 30%;
• across the board staff salary reductions ranging from 25% for senior managers to 10% for lower
paid staff members;
• general freeze on hiring staff along with a significant reduction in capital expenditure to critical
projects only;
• claiming available government wage and business subsidies (from governments in New Zealand,
USA and Australia);
• increasing the trade finance facility from BNZ from NZ$2.0m to NZ$2.5m;
• staff furloughs and part time arrangements where allowed under wage subsidy schemes;
• general reduction in costs (e.g. COVID-19 has eliminated Wellington’s travel expense and rents
have temporarily been reduced in New Zealand and Turkey); and
• agreed extended terms with major suppliers to balance longer terms from all customers.

The Board acknowledges and appreciates the strong assistance from the Company’s staff in achieving
the above outcomes during a difficult time. Our dedicated, capable and loyal work force is one of
Wellington’s strongest assets.

The uncertainty now is how long it will take before Wellington’s customers return towards a more normal
level of ordering and whether there will be any structural change to markets. While some end sub-
markets (e.g. restaurants) may see structural change, many of the Company’s products are
components in capital equipment such as beverage coolers, food service equipment and supermarket
display cases. While Wellington’s customers can reduce or defer some capital spending on their
equipment fleets, these do have regular replacement and upgrade cycles and it is the Company’s view
that these cycles will restart although the timing and extent of that is unclear. There are low levels of
order activity from some customers in Europe and the USA, while Latin America remains difficult with
a number of markets presently closed.

Outlook and Strategy
Wellington is focusing on a number of priorities to effectively manage through the COVID-19 situation
and ensure the Company comes out of the other side in a strong position:
1. Minimise operating costs and preserve cash.
2. Retaining viable product development and sales capability to enable resumption of business on the
basis that operating conditions begin to normalise during the 4
th
quarter of 2020.

Page | 4.

3. Continuing to develop and launch critical new IoT hardware and software products to ensure
increased revenue options once demand returns.
4. Strengthen marketing activities for Wellington’s solutions in new markets and with new customers.
The second objective above, of maintaining a viable level of capability for Wellington, informs the first
point in how aggressively senior management and the Board have managed the Company’s cost
position.

As operating conditions in Wellington’s various markets continue to evolve, the Board will amend its
strategy and focus to manage for risk and stakeholder value.

Offer Overview
The Offer
Under the Offer, all Eligible Shareholders are entitled (but not obliged) to subscribe for 1 New Share for
every 3 Ordinary Shares held as at 5.00 pm on the Record Date of 29 June 2020, at an issue price of
$0.05 per New Share.

The issue price represents a 52% discount to the last closing price of Wellington’s shares on the NZX
on 24 June 2020 (being $0.104) . It is a discount of 45% to the theoretical ex-rights price of $0.0905.

Use of funds
Wellington intends using the proceeds raised to maintain organisational capability for the purpose of
being able to respond as end markets progressively re-open and begin to return towards normal levels
of activity. This involves retaining key product development skills and global sales capability, along with
ensuring the balance sheet has sufficient liquidity and working capital.

Board participation
Wellington Chairman John McMahon is a director of NZX Limited, the parent company of Smartshares
Limited, which is a substantial product holder of Wellington with 9.614% of the issued ordinary shares
of Wellington as at 19 December 2019 (being the date of its most recent substantial product holder
disclosure). Accordingly, Mr McMahon is deemed to be “interested” in the Offer. Mr McMahon has
not participated in discussions or information where a conflict of interest may arise. Mr McMahon has
been recused from all Wellington Board decisions relating to the Offer.

Wellington Director Gottfried Pausch is undertaking an interim role as a part-time Executive Director to
provide strategic, management and operational support in the Company’s Auckland office. This role is
on arm’s length commercial terms, and whilst Mr Paush’s new executive director role means that he is
not an independent director for the duration of his role, he is not prohibited from participating in the
Board’s consideration of the Offer. Mr Pausch has advised the Board that he intends to take up all
Rights in respects of his beneficial shareholding

The directors of Wellington, aside from Mr McMahon who is recused through the conflict of interest
noted above, unanimously recommend the rights issue to shareholders. Mr McMahon has advised the
Board that he intends to take up all Rights in respects of his beneficial shareholding.

Page | 5.

Important Dates



Announcement of the Offer 25 June 2020
Record Date and time for determining Rights 5.00pm, 29 June 2020
Offer Document and Acceptance Forms sent to Eligible Shareholders 1 July 2020
Offer Opening Date 30 June 2020
Closing Date (last day for online applications, or for receipt of the
Entitlement and Acceptance Form, with payment)
5.00pm, 16 July 2020
Allotment Date (issue date) By 22 July 2020
Expected date for quotation of New Shares issued under the Offer By 22 July 2020
Mailing of holding statements By 27 July 2020
Wellington reserves the right to amend this timetable (including by extending the Closing Date of the Offer) subject to applicable
laws and the Listing Rules. Wellington reserves the right to withdraw the Offer and the issue of New Shares at any time before
the Allotment Date at its absolute discretion.

Applicants are encouraged to apply for New Shares either by using the Offer website
www.shareoffer.co.nz/wdt or by submiting their personalised Entitlement and Acceptance Form as soon
as possible. No cooling-off rights apply to applications submitted under the Offer.

Important Information

General Information
This Offer Document has been prepared by
Wellington Drive Technologies Limited
(Wellington) in connection with a pro rata,
renounceable rights offer (the Offer) by
Wellington to Eligible Shareholders of one
ordinary share (Ordinary Share) for every
three Ordinary Shares held at an Issue Price of
5 cents per Ordinary Share.

This Offer is made to Eligible Shareholders in
New Zealand under the exclusion in clause 19
of Schedule 1 of the Financial Markets Conduct
Act 2013 (FMCA). This Offer Document is not
a product disclosure statement for the purposes
of the FMCA or any other law and does not
contain all the information that an investor
would find in such a document or which may be
required in order to make an informed
investment decision or about the Offer or
Wellington.

Additional information available
under Continuous Disclosure
Obligations
Wellington is subject to continuous disclosure
obligations under the Listing Rules. Copies of
our most recent market releases, including the
most recent financial statements, are available
on our page on NZX’s website
www.nzx.com/companies/WDT. You are
strongly cautioned not to place undue
reliance on any forward-looking statements
such as indications of, and guidance on,
future earnings and financial position and
performance in any market releases made
by Wellington, particularly in light of the
current economic climate and the
significant volatility, uncertainty and
disruption caused by the outbreak of
COVID-19.

Wellington may, during the period of the Offer,
release additional market announcements to
NZX. Shareholders should monitor
Wellington’s market announcements during the
Offer period. To the maximum extent permitted
by law, no release by Wellington to NZX will
permit an Applicant to withdraw any previously
submitted application without Wellington’s prior
written consent.

The market price of Ordinary Shares may
increase or decrease between the date of this
Offer Document and the date of allotment of
New Shares. Any changes in the market price
of Ordinary Shares will not affect the Issue
Price and the market price of New Shares
following allotment may be higher or lower than
the Issue Price.

Offering restrictions / Overseas
Shareholders
This Offer Document does not constitute an
offer, advertisement or invitation in any place in
which, or to any person to whom, it would not
be lawful to make such an offer, advertisement
or invitation. This Offer Document may not be
sent or given to any person who is not an
Eligible Shareholder in circumstances in which
the Offer or distribution of this Offer Document
would be unlawful. The distribution of this Offer
Document (including an electronic copy)
outside New Zealand may be restricted by law.
Wellington disclaims all liability to such
persons.

The Offer is only open to Shareholders with
registered addresses in New Zealand or who
are otherwise a person to whom Wellington
considers it is not unduly onerous for the Offer
to be made as a result of the legal requirements
of their jurisdiction. In this respect, the Offer is
open to overseas employees of Wellington and
its overseas strategic shareholder, East West
Manufacturing, subject to the legal
requirements of their jurisdictions.

The New Shares have not been, and will not be,
registered under the U.S. Securities Act of
1933, as amended (the U.S. Securities Act),
or the securities laws of any state or other
jurisdiction of the United States. Accordingly,
the New Shares may not be offered or sold,
directly or indirectly, in the United States except
pursuant to an exemption from, or in a
transaction not subject to, the registration

Page | 7.

requirements of the U.S. Securities Act and
applicable securities laws of any state or other
jurisdiction of the United States. The New
Shares may not be offered or sold, directly or
indirectly, in the United States or to any person
that is acting for the account or benefit of a
person in the United States.

These materials do not constitute an offer of
securities for sale in the United States or to U.S.
persons (as defined in Regulation S under the
U.S. Securities Act) and may not be sent or
disseminated, directly or indirectly, in the
United States or to any such U.S. person in any
place. Wellington’s Ordinary Shares have not
been and will not be registered under the U.S.
Securities Act or the securities laws of any state
of the United States.

Changes to Offer
Subject to the Listing Rules, Wellington
reserves the right to alter the dates set out in
this Offer Document. Wellington reserves the
right to withdraw the Offer and the issue of New
Shares at any time before the Allotment Date at
its absolute discretion.

No Guarantee
Neither Wellington, nor its Directors, nor any of
its officers, employees, agents or advisers or
any other person (including any Shareholder
named in this Offer Document), guarantees:
(a) the New Shares to be issued; or
(b) that the Issue Price per New Share will
be recovered by investors; or
(c) the payment of any monies in respect
of the New Shares, or any return on the
New Shares.

Decision to Participate in the Offer
The information in this Offer Document does
not constitute a recommendation to acquire
New Shares nor does it amount to financial
product advice. This Offer Document has been
prepared without taking into account the
particular needs or circumstances of any
investor, including their investment objectives,
financial and/or tax position. You should read
this Offer Document in its entirety and, if you
are in any doubt as to the action to take, consult
an NZX Primary Market Participant or your
lawyer, accountant and/or other professional
adviser before deciding whether to take up your
Rights to New Shares.

Privacy
Any personal information provided by
Shareholders online or on the Entitlement and
Acceptance Form will be held by us or the
Registrar at the addresses shown in the
Directory or such other place as is notified upon
request. This information will be used for the
purposes of managing your investment in
Wellington. This information will only be
disclosed to third parties with your consent or if
otherwise required by law. Under the Privacy
Act 1993, you have the right to access and
correct any personal information held about
you.

Governing Law
This Offer Document, the Offer and the
contracts formed on the acceptance of the Offer
are governed by the laws of New Zealand.
Each Applicant submits to the exclusive
jurisdiction of the courts of New Zealand.

Disclaimer
No person is authorised to give any information
or to make any representation in connection
with the Offer which is not contained in this
Offer Document. Any information or
representation in connection with the Offer not
contained in this Offer Document may not be
relied upon as having been authorised by
Wellington or any of its Directors, officers,
employees, agents or advisers.

Future performance and forward-
looking statements
This Offer Document contains both historical
and forward-looking statements in connection
with Wellington. The forward-looking
statements in this Offer Document are not
based on historical facts, but rather reflect our
current expectations concerning future results
and events and generally may be identified by
the use of forward-looking words or phrases
such as ‘believe’, ‘aim’, ‘expect’, ‘anticipated’,
‘intending’, ‘likely’, ‘should’, ‘planned’, ‘may’,
‘estimated’, ‘potential’, or other similar words
and phrases. Similarly, statements that
describe our objectives, plans, goals or

Page | 8.

expectations are or may be forward-looking
statements.

These forward-looking statements involve
known and unknown risks, uncertainties,
assumptions and other factors that may cause
our actual results, performance or
achievements to differ materially from those
expressed, projected or implied by these
forward-looking statements. Differences in our
future results, performance and achievements
are normal and to be expected. You should
review carefully all the information included or
referred to in this Offer Document. The
forward-looking statements included in this
Offer Document are made only as of the date of
this Offer Document. Neither Wellington, nor
any of our Directors, officers, employees,
agents or advisers, makes or gives any
representation, assurance or guarantee that
any forward-looking statements will occur or be
achieved, and Applicants are cautioned not to
place undue reliance on these forward-looking
statements. Neither Wellington nor any other
person warrants our future performance or any
return on any investment made under this Offer
Document, except as required by law and then
only to the extent so required.

Subject to any continuing obligations under law
or the Listing Rules, we disclaim any obligation
or undertaking to distribute or publish, after the
date of this Offer Document, any updates or
revisions to any forward-looking statements to
reflect any change in expectations in relation to
those statements or any change in events,
conditions or circumstances on which any such
statement is based, other than to comply with
our obligations under the FMCA, the Financial
Reporting Act 2013 and the Listing Rules.

Non-GAAP financial information
Wellington has used non-GAAP financial
information when discussing financial
performance in this Offer Document. That non-
GAAP financial information has not been
audited or independently reviewed. Non-GAAP
financial information is not prepared in
accordance with NZ IFRS (New Zealand
equivalents to International Financial Reporting
Standards) and are not uniformly defined.
Therefore, the non-GAAP financial information
reported in this Offer Document may not be
comparable with information that other
companies report and should not be viewed in
isolation or considered as a substitute for
measures reported by Wellington in
accordance with NZ IFRS.

Dividend Policy
For the purposes of Listing Rule 7.4.4, the
Directors’ intentions and expectations as to
Wellington’s future dividend policy is that
payment of future dividends will depend on
Wellington’s results of operations, available
imputation credits, financial condition and cash
requirements and other factors considered
relevant by Wellington’s board. Wellington will
not pay any dividend on its ordinary shares in
respect of the year ending 31 December 2020.

Definitions
Capitalised terms used in this Offer Document
have defined meanings, which appear in the
Glossary section or within the relevant section
of this Offer Document in which the term is
used.

All references to “$”, “NZD” or “dollars” in this
Offer Document are to New Zealand dollars and
all references to dates and times are to New
Zealand dates and times.

Enquiries
Enquiries about the Offer should be directed to
an NZX Primary Market Participant and/or your
lawyer, accountant or other professional
adviser.

If you have any queries about the number of
New Shares you are entitled to apply for, or how
to apply for New Shares, please contact the
Registrar:
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna,
Auckland, New Zealand
Private Bag 92119
Auckland 1142, New Zealand
Investor Enquiries: 0800 650 034
(freephone within New Zealand) or
+64-9- 488 8777
Email: wdt@computershare.co.nz

Page | 9.

Details of the Offer

The Offer
The Offer is a pro rata renounceable rights offer
of New Shares by Wellington Drive
Technologies Limited.
Eligible Shareholders are entitled to subscribe
for one New Share for every three Ordinary
Shares held at 5.00 pm on the Record Date.
The maximum number of New Shares being
offered is 107,962,197 (subject to rounding)
2
.
The Offer opens on 30 June 2020 and closes at
5.00 pm on 16 July 2020. The timetable for the
Offer is set out in the section of this Offer
Document entitled “Important Dates”.

Application Price
The issue price is $0.05 per New Share (the
Issue Price).
The Issue Price is payable in cash and in full on
application in accordance with the instructions
on the Offer website
(www.shareoffer.co.nz/wdt) or the Entitlement
and Acceptance Form. You are not required to
pay for your Rights, only for the New Shares
which will be issued to you if you choose to take
up all or some of your Rights (and any
Additional New Shares under the
Oversubscription Facility).
New Shares
The New Shares will be fully paid, and of the
same class as, and will rank equally with, the
existing Ordinary Shares that are quoted on the
NZX Main Board under the code “WDT”. It is a
term of the Offer that Wellington will take any
necessary steps to ensure that the New Shares
are, immediately after their issue, quoted on the
NZX Main Board.
Your Rights
If you are an Eligible Shareholder, your
entitlement to Rights under the Offer can be
found on the Offer website and is also shown

2
Certain employees are existing holders of rights to acquire
shares under the Wellington Partly Paid Share Scheme that
expire on 1 July 2020. If all the relevant rights were
exercised, resulting in new shares being issued to those
persons on or before the Record Date, it would increase the
number of New Shares available for subscription under the
on the personalised Entitlement and
Acceptance Form which accompanies this
Offer Document. Fractional Rights, if any, have
been rounded down.
If you are an Eligible Shareholder, you can
choose to accept your Rights in whole or in part.
If you accept your Rights in full, you may also
apply for Additional New Shares under the
Oversubscription Facility. Applications once
made cannot be withdrawn.

Your Rights may have value. If you do nothing,
your Rights will lapse, and you will not be able
to subscribe for any New Shares and may not
realise any value for your Rights.

The Rights will be not be quoted on the NZX
Main Board and there will be no licensed
market on which you may sell your Rights.
Accordingly, there may be no market for the
Rights and it may be difficult to find a purchaser
for any Rights.
However, you may sell some or all of your
Rights by completing a Security Renunciation /
Security Transfer form and ensuring the
purchaser returns it to the Share Registrar
together with payment for those Rights that are
taken up by the purchaser by 5.00 pm on the
Closing Date. Should you wish to sell your
Rights in this manner, you are responsible for
identifying a purchaser. Please contact
Computershare to request a Security
Renunciation /Security Transfer form. Their
contact details are on page 8.
Oversubscription Facility
If you are an Eligible Shareholder and take up
all your Rights, you may apply for an additional
number of New Shares in excess of your Rights
(Additional New Shares) through the
Oversubscription Facility at the same Issue
Price of $0.05 each. You may apply for any
number of Additional New Shares, but there is
no guarantee that you will be allocated any or
Offer by 16,667. Further details on the Wellington Partly
Paid Share Scheme are included in Wellington’s most
recent Annual Report.

Page | 10.

all the Additional New Shares for which you
have applied and submitted payment for.
The acquisition of renounced Rights does not
entitle the holder to apply for Additional New
Shares under the Oversubscription Facility.
The number of New Shares available under the
Oversubscription Facility will be equal to the
number of New Shares attributable to Rights
that are not taken up by Eligible Shareholders
by the Closing Date, together with those
attributable to the Rights of Ineligible
Shareholders which have not been sold by the
nominee (ignoring any applications for
Additional New Shares) (known as the
Shortfall).
If the applications for Additional New Shares
exceeds the Shortfall, each application for
Additional New Shares will be allocated by
Wellington in accordance with the following
policy:
(a) first, Additional New Shares will be
allocated to any applicants to the extent
necessary to bring such applicants up to a
holding of at least 20,000 Ordinary
Shares;
(b) if there is any remaining Shortfall,
applicants will be allocated the lesser of:
(i) the number of Additional New
Shares they applied for; and
(ii) the Shortfall, multiplied by the
proportion that the number of
Ordinary Shares they hold as at
the Record Date bears to the
number of Ordinary Shares held
as at the Record Date by all
applicants for Additional New
Shares; and
(c) any remaining Shortfall following the
allocations set out in paragraph (b) above
will be allocated among the remaining
unsatisfied applicants on the same basis,
until the entire Shortfall has been
allocated.
If you are a beneficial owner of Ordinary
Shares, a custodian holds Ordinary Shares on
your behalf, and you have instructed the
custodian to apply for Additional New Shares
on your behalf, you will be allocated a number
of Additional New Shares calculated in
accordance with the above, on the basis that
you and each other beneficial owner who
applies for Additional New Shares is treated as
a separate Shareholder.
If you hold Ordinary Shares as a custodian,
please provide, in addition to and with your
online application or on the Entitlement and
Acceptance Form, details of the underlying
beneficial shareholders for which you are
subscribing for New Shares and the number of
New Shares and, if applicable, any Additional
New Shares for which each such holder is
subscribing.
These allocations are subject, in each case, to
our right to limit the allotment of Additional New
Shares to any person when that allotment may
result, or be likely to result, in that person
breaching the Takeovers Code or when Listing
Rule 5.2.1 would be triggered by such
allotment.

Renounceable Offer
The Offer is renounceable, which means that if
you do not wish to subscribe for some or all
your Rights, you may sell or otherwise transfer
your entitlement to all or any part of your Rights.
To do so, you should complete the steps set out
on the Offer website or on the reverse of the
Entitlement and Acceptance Form distributed
with this Offer Document.
As described further under the heading “Your
Rights”, the Rights will not be quoted on the
NZX Main Board.
As required by the Listing Rules, if both a
renunciation and an acceptance are received in
relation to the same Rights, the renunciation will
take priority over the acceptance.

The purchaser of your renounced Rights is not
thereby entitled to apply for Additional New
Shares under the Oversubscription Facility.

Minimum Amount to be raised
There is no minimum amount that must be
raised for the Offer to proceed.

Page | 11.

Effect of the Offer
The Offer is not expected to have a material
impact on the control of Wellington.

Opening and closing Dates
The Offer will open for acceptances from 9.00
a.m. on 30 June 2020 and close at 5.00 p.m. on
16 July 2020, subject to Wellington not varying
the timetable in accordance with the Listing
Rules.

Application
Instructions on how to apply for New Shares
under the Offer are set out on pages 13 and 14
of this Offer Document entitled ‘Actions to be
taken by you’.
A properly completed application, either online
at www.shareoffer.co.nz/wdt or by using the
enclosed Entitlement and Acceptance Form,
together with payment of the Issue Price of
$0.05 per New Share you are taking up, must
be received by Computershare Investor
Services Limited no later than 5:00 pm on the
Closing Date. Online Applications at
www.shareoffer.co.nz/wdt are strongly
encouraged given the likelihood of delays
with the postal system at this time.
We reserve the right to accept late applications
but are not obliged to do so. We further reserve
the right to accept or reject (at our discretion)
any online application or Entitlement and
Acceptance Form which is not completed
correctly, and to correct any errors or omissions
on any online application or Entitlement and
Acceptance Form.

Application Monies and Refunds
Application Monies received will be held in a
trust account until the corresponding New
Shares are allotted. We will establish the trust
account solely for the purpose of depositing
Application Monies. Interest earned on the
Application Monies will be for our benefit, will
remain our property, and will be retained by us
whether or not the issue and allotment of New
Shares takes place.
We reserve the right to withdraw the Offer
and/or the issue of New Shares at any time
prior to allotment, in which case all Application
Monies will be refunded (without interest) as
soon as practicable and, in any event, within
five business days.
If your application is not accepted for any
reason, or is accepted in part only (including
with respect to the Oversubscription Facility),
you will receive a refund of the balancing
payment (without interest), by direct credit or
cheque as soon as practicable and, in any
event, within five business days after the date
of allotment of the New Shares.

Allotment
The New Shares will be allotted and Holding
Statements will be issued and mailed as soon
as practicable after the Offer closes. Allotment
will be no later than five business days after the
Closing Date.
You should ascertain your allocation under the
Offer before attempting to sell your New
Shares. You can do so by contacting the
Registrar at the address set out in the Directory.
If you sell New Shares prior to receiving a
Holding Statement you do so at your own
risk. Wellington, its Directors, officers,
employees, agents and advisers do not accept
any liability or responsibility should you attempt
to sell or otherwise deal with New Shares
before you receive the Holding Statement
showing the number of New Shares allotted to
you.

Eligibility
The Offer for New Shares is only open to
Shareholders with a registered address in New
Zealand at 5:00pm on the Record Date (29
June 2020) and to any other Shareholders to
whom we consider it is not unduly onerous to
make the Offer under the legal requirements of
their jurisdiction. In accordance with Listing
Rule 4.4.1(e), Wellington has determined that it
would be unduly onerous to satisfy itself that the
Offer complied with the legal requirements of
jurisdictions outside New Zealand. This
decision was made having regard to the small
number of shareholders in such overseas
jurisdictions and the costs of complying with
overseas legal requirements.
No person resident outside New Zealand who
receives a copy of this Offer Document or an
Entitlement and Acceptance Form may treat
either of them as an offer or invitation to

Page | 12.

subscribe for New Shares (except where
advised otherwise by us). Those Shareholders
outside New Zealand who wish to take up New
Shares should contact us.
We reserve the right to determine whether you
or any other Shareholder are eligible to
participate in the Offer, and to reject any
application that we consider has been made by
a person who is not an Eligible Shareholder.
We and our Directors, officers, employees,
agents and advisers accept no liability
whatsoever for determining whether a person is
an Eligible Shareholder.
In accordance with the proviso to Listing Rule
4.4.1(e), if you are not an Eligible Shareholder,
the Rights that you would otherwise receive will
be issued to a nominee who will endeavour to
sell those Rights on your behalf and account to
you for the proceeds of sale (if any and less any
transaction costs) on a pro rata basis. There
may be no market for the Rights and it may be
difficult for that nominee to find a purchaser for
any Rights.
Persons who are not resident in New Zealand
and who hold interests in New Shares through
a New Zealand resident nominee should not
allow their nominee to accept the Offer if to do
so would cause the Offer to be contrary to the
laws of their country of residence. Such
persons can request Wellington to sell their
Rights by contacting us via the Company
Secretary:
Mr Howard Milliner
Wellington Drive Technologies Limited
21 Arrenway Drive, Rosedale, Auckland
0632

PO Box 302-533, North Harbour, Auckland
0751
Phone 09 477 4500
Fax 09 479 5540
Email: howard.milliner@wdtl.com
Any person outside New Zealand who applies
for New Shares through a New Zealand
resident nominee will be deemed to represent
and warrant to us that the Offer can be lawfully
made to them and their nominee under all
relevant laws pursuant to this Offer Document.
We accept no responsibility for determining
whether a Shareholder can participate in the
Offer under laws applicable outside New
Zealand.
This Offer Document is intended for use only in
connection with the Offer to Eligible
Shareholders and does not constitute an offer
or invitation in any place in which, or to any
person to whom, it would not be lawful to make
such an offer or invitation.

Use of Proceeds
If the Offer is subscribed for in full, the total
gross proceeds of the Offer received by
Wellington will be approximately $5.4 million,
and approximately $5.2 million net of fees and
costs.
The purpose of the Offer is to raise new capital,
which will be used by Wellington to assist in
maintaining organisational capability for the
purpose of being able to respond as the
markets in which it operates progressively re-
open and being to return towards normal levels
of activity.

Brokerage
You will not pay brokerage upon taking up your
Rights or as a subscriber for New Shares under
the Offer.
If you sell your New Shares (following the Offer)
on the NZX Main Board, you may be liable for
normal brokerage.

NZX Main Board Quotation
The Rights will not be quoted on the NZX Main
Board.
The New Shares will be quoted on the NZX
Main Board upon completion of allotment
procedures. The NZX Main Board is a licensed
market operated by NZX, which is a licensed
market operator regulated under the FMCA.
However, NZX accepts no responsibility for any
statement in this Offer Document.

Page | 13.

Actions to be taken by you
You may take the following action in respect of your Rights and entitlement to New Shares under the
Offer:
• take up all your Rights; or
• take up all your Rights and apply for Additional New Shares through the Oversubscription Facility;
or
• take up some of your Rights and endeavour to sell the balance of your Rights off-market; or
• endeavour to sell all your Rights off-market; or
• do nothing with all or some of your Rights, in which event such Rights for which no action has been
taken will lapse.
If the Offer closes, and you do nothing, you will be deemed to have elected not to take up your
Rights and your shareholding will be diluted accordingly. If you apply to take up some but not
all your Rights, you will be deemed to have not taken up your Rights to the balance of the New
Shares and your shareholding will be diluted accordingly.

To apply for New Shares
If you wish to participate in the Offer, you may apply online at www.shareoffer.co.nz/wdt or by
following the step by step instructions on the enclosed Entitlement and Acceptance Form. If you are a
Custodian, you must also complete a Custodian Certificate which may be obtained from the Registrar.

If you apply using the Entitlement and Acceptance Form, scan and email your completed Entitlement
and Acceptance Form to the Registrar at wdt@computershare.co.nz (please put "Wellington Drive
Technologies Acceptance Form" in the subject line for easy identification) or send your completed
Application Form (and, if applicable, your Custodian Certificate) to the Registrar at the relevant address
set out in the Directory, and make payment, as set out in the instructions on the Application Form by
5:00pm on the Closing Date. Online Applications at www.shareoffer.co.nz/wdt are strongly
encouraged given the likelihood of delays with the postal system at this time.

Alternatively, your completed Entitlement and Acceptance Form and, if applicable, your (New Zealand
dollar) cheque or bank draft may be lodged with any NZX Primary Market Participant or any other
channel approved by NZX provided that you must deliver your completed Entitlement and Acceptance
Form in time to enable it to be forwarded to the Registrar before the Closing Date 5:00 pm on 16 July
2020.

Payment of Application Monies
Payments in New Zealand dollars will only be accepted as follows:
• bank cheque or bank draft issued by and payable at any New Zealand bank; or
• direct credit or international payment (telegraphic transfer) to the New Zealand dollar trust account
established by Wellington (details of which are set out on the Offer website and on the Entitlement
and Acceptance Form); or
• personal cheque drawn on and payable at any New Zealand bank.
All applications using the Offer website must be made by direct credit. Applicants paying by direct credit
or international payment must submit their payment instruction to their bank to make payment by no
later than 5:00 pm on the Closing Date.

Page | 14.

Processing of applications and the banking of cheques will take place on the day of receipt by the
Registrar (or the first business day after that day if it is not a business day), with subscriptions received
held in trust until the New Shares are allotted. Receipts for payment will not be issued. The banking
of Application Monies will not constitute allotment of any New Shares. The New Shares are expected
to be allotted by 22 July 2020 and Holding Statements issued within five business days after that.

General
For applications to be valid they must be properly completed, together with the associated
Application Monies, and be received by the Registrar no later than 5:00 pm New Zealand time
on 16 July 2020.
We reserve the right to accept late applications but are not obliged to do so.
Applications for the issue of New Shares (including, if relevant, Additional New Shares under the
Oversubscription Facility) cannot be revoked or withdrawn.
Notwithstanding anything to the contrary in this Offer Document, an application submitted by you either
by using the Offer website or an Entitlement and Acceptance Form will constitute an irrevocable offer
by you to subscribe for and acquire the number of New Shares (including, if relevant, Additional New
Shares under the Oversubscription Facility) which you have specified in your application (or such lesser
number as we may determine) on the terms and conditions set out in this Offer Document. By
submitting an application for New Shares, you agree to be bound by these terms and conditions and
our constitution.
Applications for New Shares must be completed in full and may be rejected if any details are not
entered. If the Application Monies accompanying your application for New Shares are incorrect, your
application for New Shares may still be treated as valid. You will not under any circumstances be
treated as having offered to purchase a greater number of New Shares than the number for which
payment is made.
If we receive, on or before 5:00 pm on the Closing Date, both an acceptance and a renunciation (sale
or transfer) by you in respect of the same Rights, the renunciation (sale or transfer) will take priority to
the acceptance.
If Application Monies are paid by a cheque which does not clear by, or a direct credit or international
payment that is not processed by, the Closing Date, that application may be rejected, or an allotment
made to you may be cancelled. Any Rights in respect of a rejected application or cancelled amount will
be made available to Eligible Shareholders participating in the Oversubscription Facility.
Our decision on the number of New Shares (including, if relevant, Additional New Shares) to be allotted
to you and as to whether to reject an online application or Entitlement and Acceptance Form, or to treat
it as valid (and then how to construe, amend or complete the online application or Entitlement and
Acceptance Form), will be final. We reserve the right to reject any application we believe comes from
a person who does not meet the eligibility criteria for the Offer.
If you need any assistance you should contact an NZX Primary Market Participant, lawyer,
accountant or other professional adviser.

Page | 15.

Glossary

A reference in this Offer Document to “we”, “us” “the Company” or “our” is a reference to Wellington Drive
Technologies Limited, or to the Wellington Group, as the context requires.
The following definitions apply throughout this Offer Document unless the context requires otherwise:

Application Monies means money received by us from investors who have applied for New Shares under the
Offer.
Applicant means an investor whose application for New Shares has been received by the Registrar prior to 5.00
pm on the Closing Date.
Board or Directors means the board of directors of Wellington.
Closing Date means 16 July 2020.
EBITDA (i.e. Earnings before Interest, Taxation, Depreciation, Amortisation and Impairment (with each of those
items determined in accordance with GAAP), is a non-GAAP earnings figure that equity analysts tend to focus on
for comparable company performance analysis. The Company considers that it is a useful comparative financial
indicator because it avoids the distortions caused by the differences in amortisation and impairment policies
between entities.
FMCA means the Financial Markets Conduct Act 2013.
Eligible Shareholders means a Shareholder who, as at 5.00 pm on the Record Date:
• has a registered address in New Zealand; or
• is otherwise a person to whom Wellington considers it is not unduly onerous for an offer of the New Shares
to be made as a result of the legal requirements of their jurisdiction.
Entitlement and Acceptance Form means the entitlement and acceptance form which may be completed by
Eligible Shareholders when applying for New Shares, which accompanies this Offer Document.
Issue Price means 5 cents per New Share.
Listing Rules means the NZX Listing Rules.
New Shares means the fully paid ordinary shares in Wellington offered under this Offer of the same class as (and
ranking equally in all respects with) the Ordinary Shares.
NZX means NZX Limited.
NZX Main Board means the main board equity security market operated by NZX.
NZX Primary Market Particant means any company, firm, organisation, or corporation designated or approved
as a primary market participant from time to time by NZX.
Offer means the rights offering (including the Oversubscription Facility) set out in this Offer Document.
Offer Document means this document.
Ordinary Shares means the fully paid ordinary shares in Wellington of the class quoted on the NZX Main Board
on issue immediately prior to the Offer.
Oversubscription Facility means the facility that enables an Eligible Shareholder who accepts their Rights in full
to apply for Additional New Shares at the Issue Price (details of which are set out on pages 9 and 10 of this Offer
Document).
Record Date means 29 June 2020.
Registrar means Computershare Investor Services Limited.
Right means the renounceable right to subscribe for one New Share for every three Ordinary Shares held as at
5.00 pm on the Record Date, issued pursuant to the Offer.
Shareholder means a holder of Ordinary Shares in Wellington.
Trading Days means any day on which the NZX Main Board is open for trading.
Wellington means Wellington Drive Technologies Limited.
Wellington Group means Wellington and its subsidiaries.

Page | 16.

Directory


Directors
John McMahon, Chairman
Gottfried Pausch
John Scott
Keith Oliver

Phone / Fax
Ph: +64-9-477 4500
Fax: +64 9 479 5540

Internet
Website: www.wdtl.com
Email: info@wdtl.com

Address
21 Arrenway Drive
Rosedale, Auckland 0632, New Zealand
PO Box 302-533, North Harbour,
Auckland 0751, New Zealand

Registered Office
21 Arrenway Drive
Rosedale, Auckland 0632, New Zealand

Share Registry
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road,
Takapuna, Auckland 0622, New Zealand
Or
Private Bag 92119
Auckland 1142, New Zealand

Investor Enquires: 0800-650 034 (freephone within New Zealand)
or +64-9-488 8777
Website: www.investorcentre.com/nz
Email: wdt@computershare.co.nz