MOVE announces $40m capital raise
Company Announcement
27 October 2021
Not for release to US wire services or distribution in the United States
MOVE ANNOUNCES $40 MILLION CAPITAL RAISE
Transport and logistics group, MOVE Logistics Group Limited (NZX: MOV), has today announced its
intention to raise approximately NZ$40m of new capital via a fully underwritten 1 for 3.06
accelerated renounceable entitlement offer (Offer).
The proceeds of the Offer will provide balance sheet flexibility to enable MOVE to accelerate its
brand refresh, complete its business restructure, fund further capital initiatives (including in
information technology systems), modernise the fleet and enter into intermodal equipment and
maritime leases.
Chair of MOVE, Lorraine Witten, said: “MOVE is one of New Zealand’s largest logistics companies. In
recent months, we have undertaken a strategic review and commenced a business realignment to
build on MOVE’s substantial logistics and distribution network, unlock value and maximise
shareholder returns. We have identified significant unrealised potential to deliver growth and have a
clear strategic plan in place.
“The changes we have implemented and continue to make to our business, combined with raising
additional capital through the Offer, will have us well positioned to execute on our strategy and
accelerate growth via organic opportunities. We are excited about the potential in, and for, our
group, as we move ahead with our new strategy, the execution of identified and potential
acquisition targets and a continued commitment to our customers, our people, safety, sustainability
and shareholder returns.”
Key Highlights:
• Strategic review undertaken and business realignment underway to build on MOVE’s
substantial logistics and distribution network, unlock value and maximise shareholder
returns
• Focus on increasing total earnings and lifting margins
• Significant unrealised potential identified to deliver growth through organic opportunities
and execution of identified and potential acquisition targets
• Rejuvenated Board and leadership team with recent additions bringing extensive industry
experience and deep sector knowledge
• Post the capital raise, MOVE expects debt leverage to be in line with sector peers, providing
balance sheet flexibility to enable MOVE to accelerate its brand refresh, complete its
business restructure, fund further capital initiatives (including in information technology
systems), modernise the fleet and enter into intermodal and maritime leases.
Offer Details
The Offer is a fully underwritten pro-rata accelerated renounceable entitlement offer of new
ordinary shares (New Shares) to existing shareholders, to raise approximately NZ$40 million.
Under the Offer, eligible shareholders are entitled to subscribe for 1 New Share for every 3.06
existing MOVE shares held as at 6.00pm (NZ time) on the record date of Friday, 29 October 2021, at
an application price of NZ$1.40 per New Share.
The application price reflects a 13.6% discount to the closing price of MOVE shares on the NZX of
NZ$1.62 on 26 October 2021 and a 10.6% discount to the Theoretical Ex-Rights Price of NZ$1.57.
1
New Shares will be issued on a fully paid basis and will rank on issue equally with existing ordinary
shares on issue.
The institutional component of the Offer will be accelerated and will occur on Wednesday, 27
October 2021 immediately after the Offer is announced.
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 Monday, 1 November 2021 and eligible retail
shareholders will have until 5.00pm (NZ time) on Friday, 12 November 2021 to take up their
entitlement for New Shares.
In addition to being able to take up their entitlements, eligible shareholders may transfer all or part
of their entitlements to a person nominated by them. While shareholders may transfer entitlements
privately, entitlements will not be tradeable on the NZX Main Board.
Entitlements not taken up or attributable to ineligible shareholders will be offered to institutional
investors through bookbuilds run by the joint lead managers. Any premium achieved above the
application price for the entitlements in the bookbuilds will be shared between those shareholders
who do not exercise their entitlements or who are ineligible to do so, in proportion to their holdings
of unexercised entitlements. Those shareholders who do not exercise their entitlements, or who are
ineligible to do so, will however have their shareholdings diluted.
Given the present uncertainties with respect to postal timing, all shareholders that wish to take up
their entitlements, are encouraged to apply online.
Craigs Investment Partners Limited and Bell Potter Securities Limited are acting as joint lead
managers and underwriters to the Offer. The Offer is fully underwritten by the joint lead managers
and underwriters.
Reflecting their commitment to MOVE’s new strategic direction, MOVE’s Chair Lorraine Witten and
Directors Danny Chan, Chris Dunphy and Mark Newman intend to participate in the Offer.
1
TERP is the theoretical ex-rights price at which MOVE’s shares would trade immediately after the ex-date for the Offer.
The TERP is a theoretical calculation only and the actual price at which MOVE’s shares trade immediately after the ex-date
for the Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to MOVE’s closing
price of NZ$1.62 on 26 October 2021.
Important dates
All times and dates refer to NZ time (unless otherwise specified).
Institutional Offer
Institutional Entitlement Offer opens Wednesday, 27 October 2021 (10:00am)
Institutional Entitlement Offer closes Wednesday, 27 October 2021 (5:00pm)
Institutional Bookbuild closes Thursday, 28 October 2021 (7:00pm)
Settlement of Institutional Entitlement Offer
and Institutional Bookbuild; allotment and
commencement of trading of New Shares
Friday, 5 November 2021
Retail Offer
Retail Entitlement Offer opens Monday, 1 November 2021 (10.00am)
Retail Entitlement Offer closes Friday, 12 November 2021 (5:00pm)
Retail Bookbuild closes Tuesday, 16 November 2021 (7:00pm)
Settlement of Retail Entitlement Offer and
Retail Bookbuild; allotment and
commencement of trading of New Shares
Thursday, 18 November 2021
Subject to the NZX Listing Rules, MOVE reserves the right to alter the above dates and to withdraw
all or part of the Offer in its absolute discretion.
Additional Information
Additional information regarding the Offer is contained in the investor presentation and Offer
document accompanying this announcement. The investor presentation and Offer document
contain important information including key risks and foreign selling restrictions with respect to the
Offer.
Nothing contained in this announcement constitutes investment, legal, tax or other advice. Investors
are encouraged to seek appropriate professional advice before making any investment decision.
For any questions in respect of the Offer, please call Link Market Services Limited on +64 9 375 5998
(within New Zealand) or +61 1300 554 474 (within Australia) between 8:30am and 5.00pm (NZ time)
Monday to Friday. For other questions, investors should contact their broker, solicitor, accountant,
financial adviser or other professional adviser.
The following documents are attached with this announcement:
1. Offer Document (including a letter from the Chair)
2. Investor Presentation
3. NZX Corporate Action Notice
4. Cleansing Notice
ENDS
For further information, please contact:
Chris Dunphy
Executive Director
Phone: +61 417 888 930
Email: Chris@movelogistics.com
Lee Banks
Chief Financial Officer
Phone: +64 27 525 2876
Email: Lee.Banks@movelogistics.com
For media assistance, please contact: Jackie Ellis t: + 64 27 246 2505 e: jackie@ellisandco.co.nz
About MOVE Logistics Group Limited (MOV)
MOVE is one of the largest domestic freight and logistics businesses in New Zealand, with a
nationwide network of branches, depots and warehouses providing an end to end supply chain
solution.
Important Notices and Disclaimer
This announcement has been prepared for publication in New Zealand and may not be released to
US wire services or distributed in the United States. This announcement does not constitute an offer
of securities for sale in the United States or any other jurisdiction. Any securities described in this
announcement may not be offered or sold in the United States absent registration under the US
Securities Act of 1933 or an exemption from registration.
---
1 FOR 3.06 ACCELERATED RENOUNCEABLE
ENTITLEMENT OFFER OF NEW SHARES
OFFER DOCUMENT
27 OCTOBER 2021
This Offer Document is an important document. You should read it carefully and in full before
deciding what action to take with respect to your Entitlements. If you have any doubts as to what
to do, please consult your broker, financial, investment or other adviser. This Offer Document may
not be distributed outside New Zealand or Australia, except to certain institutional and professional
investors in such other countries and to the extent contemplated in this Offer Document.
Not for release to US wire services or distribution in the United States.
/ LOGISTICS GROUP LIMITED
23
OFFER DOCUMENT 2021
OFFER DOCUMENT 2021
CONTENTS
Important Notice 3
Letter from the Chair 6
Key Terms of the Offer 8
Important Dates 10
Details of the Offer 13
Glossary 22
Directory Back Cover
General Information
The Offer is made under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013.
This Offer Document is not a product disclosure statement or other disclosure document for the purposes of
the FMCA or any other law, has not been lodged with the Financial Markets Authority, and does not contain
all of the information that an investor would find in a product disclosure statement or other disclosure
document, or which may be required in order to make an informed investment decision about the Offer or
MOVE.
Additional information available under MOVE’s continuous disclosure obligations
MOVE is subject to continuous disclosure obligations under the NZX Listing Rules. You can find market
releases by MOVE at nzx.com under the code “MOV”.
MOVE may, during the period of the Offer, make additional releases to the NZX. To the maximum extent
permitted by law, no release by MOVE to the NZX will permit an applicant to withdraw any previously
submitted application without MOVE’s prior consent.
Offering Restrictions
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 or invitation.
This Offer Document may not be sent or given to any person who is not an Eligible Shareholder or an
Institutional Investor 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 or
Australia may be restricted by law. In particular, this Offer Document may not be distributed to any person,
and the New Shares may not be offered or sold, in any country outside of New Zealand or Australia except
to Institutional Investors or as MOVE may otherwise determine in compliance with applicable laws.
Neither the Entitlements nor the New Shares have been, or will be, registered under the US Securities Act of
1933, as amended (US Securities Act), or the securities laws of any state or other jurisdiction of the United
States. Accordingly, the Entitlements may not be issued or transferred to, or taken up by, and the New
Shares may not be offered or sold to persons in the United States or to persons acting for the account or
benefit of a person in the United States (to the extent such persons hold Existing Shares and are acting for
the account or benefit of a person in the United States), except in transactions exempt from, or not subject
to, the registration requirements of the US Securities Act and the applicable securities laws of any state or
other jurisdiction of the United States. The Entitlements and the New Shares will only be offered and sold
outside the United States in “offshore transactions”, as defined in, and in reliance on, Regulation S under the
US Securities Act.
Further details on the offering restrictions that apply are set out in the section entitled “Details of the Offer” in
this Offer Document.
If you come into possession of this Offer Document, you should observe any such restrictions. Any failure to
comply with such restrictions may contravene applicable securities law. MOVE disclaims all liability to such
persons.
Changes to the Offer
Subject to the NZX Listing Rules, MOVE reserves the right to alter the dates set out in this Offer Document.
Additionally, MOVE reserves the right to withdraw all or any part of the Offer (either generally or in particular
cases) and the issue of New Shares at any time before the Allotment Date at its absolute discretion.
/ IMPORTANT NOTICE
45
OFFER DOCUMENT 2021
OFFER DOCUMENT 2021
No Guarantee
No guarantee is provided by any person in relation to the New Shares to be issued pursuant to the Offer.
Likewise, no warranty is provided with regard to the future performance of MOVE or any return on any
investments made pursuant to this Offer Document.
Decision to Participate in the Offer
The information in this Offer Document does not constitute a recommendation to acquire or invest in
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 an investor’s
investment objectives, financial and/or tax position.
Privacy
Any personal information provided by Eligible Shareholders via the online application or on the Entitlement
and Acceptance Form will be held by MOVE or the Registrar at the addresses set out in the Directory.
MOVE and/or the Registrar may store your personal information in electronic format, including in online
storage or on a server or servers which may be located in New Zealand, Australia or overseas. The
information will be used for the purposes of administering your investment in MOVE.
This information will only be disclosed to third parties with your consent or if otherwise required or permitted
by law. Under the New Zealand Privacy Act 2020, you have the right to access and correct any personal
information held about you.
Enquiries
Enquiries about the Offer can be directed to an NZX Primary Market Participant, or your solicitor, accountant
or other professional adviser.
If you have any questions about the number of New Shares shown on the Entitlement and Acceptance
Form, or how to apply online or complete the Entitlement and Acceptance Form, please contact the
Registrar.
Defined Terms
Capitalised terms used in this Offer Document have the specific meaning given to them in the Glossary of
this Offer Document.
67
OFFER DOCUMENT 2021
OFFER DOCUMENT 2021
Dear Shareholder,
On behalf of the Directors of MOVE Logistics Group Limited, I am
delighted to invite you to participate in the 1 for 3.06 accelerated
renounceable entitlement offer of new fully paid ordinary shares
(the Offer). MOVE’s intention is to raise approximately NZ$40 million
to reduce debt levels and provide balance sheet flexibility to
execute our organic growth strategy.
Realising our strategic vision
MOVE is one of New Zealand’s largest logistics companies
providing end-to-end supply chain solutions to SMEs and large
corporate customers across New Zealand. In recent months,
we have undertaken a strategic review and commenced a
business realignment to build on MOVE’s substantial logistics
and distribution network, unlock value and maximise shareholder
returns.
Our focus is on increasing total earnings and lifting margins and
we have a clear three-year strategic plan to deliver on our goals.
We have identified significant unrealised potential to deliver
growth through organic opportunities and the execution of
identified and potential acquisition targets.
Recently new members have further strengthened our Board
and leadership teams, bringing with them extensive industry
experience and deep sector knowledge. In particular, we have
welcomed Chris Dunphy, who has assumed the role as Executive
Director and is tasked with executing our new strategy. He brings
a wealth of knowledge from across the logistics industry and is a
former executive director of Mainfreight, where he spearheaded
their global growth-by-acquisition strategy.
The changes we have implemented over recent months and
continue to make to our business, combined with raising
additional capital through the Offer, will have us well positioned to
execute on our strategy and accelerate organic growth.
Proceeds from the Offer will provide balance sheet flexibility
to enable MOVE to accelerate its brand refresh, complete its
business restructure, fund further capital initiatives (including in
information technology systems), modernise the fleet and enter
into intermodal equipment and maritime leases.
We are excited about the potential in, and for, our group, as we
move ahead with our new strategy and a continued commitment
to our customers, our people, safety, sustainability and
shareholder returns.
The Offer
The Offer is a fully underwritten pro-rata accelerated renounceable entitlement offer of new ordinary shares
(New Shares) to existing shareholders, to raise approximately NZ$40 million.
Under the Offer, eligible shareholders are entitled to subscribe for 1 New Share for every 3.06 existing ordinary
shares held as at 6.00pm (NZ time) on the record date of Friday, 29 October 2021, at an application price of
$1.40 per New Share.
The application price reflects a 13.6% discount to the closing price of MOV shares on the NZX of NZ$1.62 on
26 October 2021 and a 10.6% discount to the Theoretical Ex-Rights Price of NZ$1.57.
1
New Shares will be issued on a fully paid basis and will rank equally with existing ordinary shares on issue.
The institutional component of the Offer will be accelerated and will occur on Wednesday, 27 October
2021 immediately after the Offer is announced. The retail component of the Offer will open for eligible retail
shareholders on Monday, 1 November 2021 and eligible retail shareholders will have until 5.00pm (NZ time)
on Friday, 12 November 2021 to take up their entitlements for New Shares.
In addition to being able to take up their entitlements, eligible shareholders may transfer all or part of their
entitlements to a person nominated by them. While shareholders may transfer entitlements privately,
entitlements will not be tradeable on the NZX Main Board.
Entitlements not taken up or attributable to ineligible shareholders will be offered through bookbuilds
run by the Joint Lead Managers (Craigs Investment Partners Limited and Bell Potter Securities Limited).
Any premium achieved above the application price for the entitlements in the bookbuilds will be shared
between those shareholders who do not exercise their entitlements or who are ineligible to do so, in
proportion to their holdings of unexercised entitlements. Those shareholders who do not exercise their
entitlements, or who are ineligible to do so, will however have their shareholdings diluted.
Given the present uncertainties with respect to postal timing, we encourage all shareholders that wish to do
so to apply online.
The Offer is fully underwritten by the Joint Lead Managers.
Reflecting their commitment to MOVE’s new strategic direction, I am pleased to confirm that I and Directors
Danny Chan, Chris Dunphy and Mark Newman intend to participate in the Offer.
On behalf of the Board, I welcome your participation in this investment opportunity and thank you for your
ongoing support.
Yours sincerely,
Lorraine Witten
Chair
MOVE Logistics Group Limited
1
TERP is the theoretical ex-rights price at which MOVE’s shares would trade immediately after the ex-date for the Offer. The TERP is a
theoretical calculation only and the actual price at which MOVE’s shares trade immediately after the ex-date for the Offer will depend on
many factors and may not be equal to TERP. TERP is calculated by reference to MOVE’s closing price of NZ$1.62 on 26 October 2021.
/ LETTER FROM THE CHAIR
89
OFFER DOCUMENT 2021
OFFER DOCUMENT 2021
IssuerMOVE Logistics Group Limited
The OfferInstitutional Entitlement Offer and Retail Entitlement Offer
A pro rata renounceable entitlement offer of 1 New Share for every
3.06 Existing Shares held by an Eligible Shareholder at 6.00pm on
the Record Date, with fractional entitlements being rounded down
to the nearest share. A shorter than usual offer period will apply to
Eligible Institutional Shareholders under the Institutional Entitlement
Offer, which will occur on the date of announcement of the Offer.
If an Eligible Shareholder does not take up all of its Entitlements, its
current shareholding will be diluted as a result of the issue of New
Shares.
Institutional Bookbuild and Retail Bookbuild
Entitlements cannot be traded on the NZX Main Board but may be
privately transferred, as further described under the heading “How
to sell your Entitlements” below.
Entitlements that are not taken up, or which would have been
issued to Ineligible Shareholders had they been entitled to
participate, will be offered for sale through Bookbuilds run by the
Joint Lead Managers.
Any Premium realised for those Entitlements in the Bookbuilds
will be paid (net of any applicable withholding tax) to those
Shareholders who do not take up all of their Entitlements or who
are ineligible to do so by virtue of being an Ineligible Shareholder,
in proportion to their holdings of the Entitlements offered under the
Bookbuilds.
Bookbuilds
There will be a bookbuild for the Institutional Entitlement Offer (with
any Institutional Premium realised in the Institutional Bookbuild
shared by Eligible Institutional Shareholders who do not take up
all of their Entitlements and Ineligible Institutional Shareholders,
in proportion to their holdings of Unexercised Institutional
Entitlements) which will be offered to Institutional Investors, and
a separate Bookbuild for the Retail Entitlement Offer (with any
Retail Premium realised in the Retail Bookbuild shared by Eligible
Retail Shareholders who do not take up all of their Entitlements
and Ineligible Retail Shareholders, in proportion to their holdings of
Unexercised Retail Entitlements) which will be offered to Institutional
Investors.
There is no guarantee that there will be any Premium realised for
the Entitlements offered for sale in the Bookbuilds, and the Premium
realised (if any) in the Institutional Bookbuild may be different from
the Premium realised (if any) in the Retail Bookbuild.
Application PriceNZ$1.40 per New Share.
Existing Shares currently on issue87,684,882 Existing Shares.
Maximum number of New Shares
being offered
28,655,190 New Shares (subject to rounding).
Offer sizeThe approximate amount to be raised under the Offer is
NZ$40 million.
New SharesThe same class as, and ranking equally with, Existing Shares.
Eligible Retail ShareholdersYou are an Eligible Retail Shareholder if, as at 6.00pm on the Record
Date, you are recorded in MOVE’s share register as a Shareholder
and your address is shown in MOVE’s share register as being in New
Zealand or Australia, and you are not in the United States and not
acting for the account or benefit of a person in the United States
and you are not an Institutional Shareholder.
How to apply Eligible Retail Shareholders
Applications must be made:
(a) online at https://move.capitalraise.co.nz; or
(b) by completing a hard copy Entitlement and Acceptance
Form and returning it to the Registrar together withpayment.
MOVE encourages Eligible Retail Shareholders to apply online. If a
postal application is made please allow plenty of time for it to be
received by the Registrar. Applications received after 5.00pm on 12
November 2021 may not be accepted.
Eligible Institutional Shareholders
The Joint Lead Managers will contact Eligible Institutional
Shareholders and advise them of the terms and conditions of
participation in the Offer and to confirm their application process.
How to sell your Entitlements Eligible Retail Shareholders
Eligible Retail Shareholders may sell some or all of their Entitlements
to a purchaser who is an Eligible Transferee by completing the
section of the Entitlement and Acceptance Form titled “Entitlement
Transfer Form” and ensuring the purchaser returns it to the
Registrar (either by mail, delivery or email) together with payment
prior to closing of the Retail Entitlement Offer. Should the Eligible
Retail Shareholder wish to sell their Entitlements in this manner, the
Eligible Retail Shareholder is responsible for identifying a purchaser.
The Entitlements will not be quoted on the NZX Main Board and
there will be no licensed market on which Shareholders may sell
their entitlements. Accordingly, there may be no market for the
Entitlements and it may be difficult to find a purchaser for any
Entitlements.
Eligible Institutional Shareholders
The Joint Lead Managers will contact Eligible Institutional
Shareholders and advise them of the process for selling their
Entitlements.
UnderwritingThe Offer is fully underwritten by the Underwriters.
/ KEY TERMS OF THE OFFER
1011
OFFER DOCUMENT 2021
OFFER DOCUMENT 2021
Institutional Entitlement Offer and Institutional Bookbuild
This timetable is relevant to participants in the Institutional Entitlement Offer and Institutional Bookbuild.
Eligible Retail Shareholders should refer to the important dates for the Retail Entitlement Offer and Retail
Bookbuild set out in the “Retail Entitlement Offer and Retail Bookbuild” table on the following page.
KEY EVENTDATE
2
Trading halt commences on the NZX Main Board (pre-market
open)
Wednesday, 27 October 2021
Institutional Entitlement Offer opens at 10.00am Wednesday, 27 October 2021
Institutional Entitlement Offer closes at 5.00pm Wednesday, 27 October 2021
Institutional Bookbuild opens at 10.00am Thursday, 28 October 2021
Institutional Bookbuild closes at 7.00pm Thursday, 28 October 2021
Announce results of Institutional Entitlement Offer and Institutional
Bookbuild (pre-market open).
Trading halt lifted by open of trading on the NZX Main Board.
Friday, 29 October 2021
Record Date 6.00pm Friday, 29 October 2021
Settlement of Institutional Entitlement Offer and Institutional
Bookbuild on the NZX Main Board and commencement of trading
of allotted New Shares on the NZX Main Board.
Friday, 5 November 2021
Retail Entitlement Offer and Retail Bookbuild
The timetable immediately below is relevant to participants in the Retail Entitlement Offer and Retail
Bookbuild. Eligible Institutional Shareholders should refer to the important dates for the Institutional
Entitlement Offer and Institutional Bookbuild set out in the “Institutional Entitlement Offer and Institutional
Bookbuild” table above.
KEY EVENTDATE
3
Record Date 6.00pm Friday, 29 October 2021
Expected despatch of the Offer Document and Entitlement and
Acceptance Form
Monday, 1 November 2021
Retail Entitlement Offer opens at 10.00amMonday, 1 November 2021
Retail Entitlement Offer closes at 5.00pm (last day for online
applications, or for receipt of Entitlement and Acceptance Forms,
with payment)
Friday, 12 November 2021
Trading halt commences on the NZX Main Board (pre-market
open)
Retail Bookbuild opens at 10.00am
Tuesday, 16 November 2021
Retail Bookbuild closes at 7.00pmTuesday, 16 November 2021
Announce results of Retail Bookbuild (pre-market open)
Trading recommences on NZX Main Board
Wednesday, 17 November 2021
Settlement of Retail Entitlement Offer and Retail Bookbuild on the
NZX Main Board and commencement of trading of allotted New
Shares on the NZX Main Board
Thursday, 18 November 2021
Expected despatch of holding statements for New Shares issued
under the Retail Entitlement Offer
Wednesday, 24 November 2021
Applicants are encouraged to apply via the online application process as soon as possible. Alternatively,
you can complete and return an Entitlement and Acceptance Form to the Registrar by mail, delivery or
email. No cooling-off rights apply to applications submitted under the Offer.
3
The dates set out in the table above (and any references to them in this Offer Document) are subject to change and are indicative only.
All times and dates refer to NZ time (unless otherwise specified). MOVE reserves the right to amend the timetables (including by extending
the closing dates for the Offer or accepting late Applications, either generally or in particular cases) subject to the NZX Listing Rules. Any
extension of the closing dates for the Offer will have a consequential effect on the issue date of New Shares.
2
The dates set out in the table above (and any references to them in this Offer Document) are subject to change and are indicative only.
All times and dates refer to NZ time (unless otherwise specified). MOVE reserves the right to amend the timetables (including by extending
the closing dates for the Offer or accepting late Applications, either generally or in particular cases) subject to the NZX Listing Rules. Any
extension of the closing dates for the Offer will have a consequential effect on the issue date of New Shares.
/ IMPORTANT DATES
1213
OFFER DOCUMENT 2021
OFFER DOCUMENT 2021
/ DETAILS OF THE OFFER
The Offer
The Offer is an offer of New Shares to Eligible Shareholders under a pro rata accelerated renounceable
entitlement offer. Under the Offer, Eligible Shareholders are entitled to subscribe for 1 New Share for every
3.06 Existing Shares held at 6:00pm on the Record Date. The New Shares will be the same class as, and will
rank equally with, Existing Shares which are quoted on the NZX Main Board. It is a term of the Offer that MOVE
will take any necessary steps to ensure that the New Shares are, immediately after issue, quoted on the NZX
Main Board.
If you are an Eligible Shareholder you may take up all or some of your Entitlements, transfer all or some of
your Entitlements or do nothing with all or some of your Entitlements. If you are an Eligible Shareholder and
you do not take up all of your Entitlements or you transfer all or some of your Entitlements, your current
shareholding will be diluted as a result of the issue of New Shares.
The maximum number of New Shares being offered under the Offer is 28,655,190 New Shares (subject to
rounding). MOVE will raise a total of approximately NZ$40 million through the Offer, which is fully underwritten
by the Underwriters.
Application Price and Applications
The Application Price is NZ$1.40 per New Share.
The Application Price must be paid in full on application.
Payment of the Application Price must be made, for the Retail Entitlement Offer, by direct debit in
accordance with the online application process or together with a completed Entitlement and Acceptance
Form delivered (either by mail, delivery or email) to the Registry in accordance with the instructions set out
in the Entitlement and Acceptance Form.
MOVE may accept late applications and application monies, but it has no obligation to do so. MOVE may
accept or reject (at its discretion) any online application or any Entitlement and Acceptance Form which it
considers is not completed correctly, and may correct any errors or omissions on any online application or
Entitlement and Acceptance Form.
An application may not be withdrawn without MOVE’s prior consent once submitted.
If MOVE receives, before the Retail Entitlement Offer closes, a renunciation or transfer and an acceptance in
respect of the same Entitlement(s), the renunciation or transfer shall be given priority to the acceptance.
Application monies received will be held in a trust account with the Registry until the corresponding New
Shares are allotted or the application monies are refunded. Interest earned on the application monies
will be for the benefit, and remain the property, of MOVE and will be retained by MOVE whether or not the
issue of New Shares takes place. Any refunds of application monies (without interest) will be made within 10
Business Days of allotment (or the date that the decision not to accept an application is made, as the case
may be).
Withdrawal
Subject to MOVE’s compliance with all applicable laws, MOVE reserves the right to withdraw the Offer at any
time at its absolute discretion. If any Application is not accepted, all applicable application monies will be
refunded, without interest, to the relevant applicant.
Overview of the Offer
MOVE will raise a total of approximately NZ$40 million through the Offer, which is fully underwritten by the
Underwriters. The maximum number of New Shares that are being offered under the Offer is 28,655,190 New
Shares (subject to rounding).
1415
OFFER DOCUMENT 2021
OFFER DOCUMENT 2021
The Offer comprises the following components:
• the Institutional Entitlement Offer;
• the Institutional Bookbuild;
• the Retail Entitlement Offer; and
• the Retail Bookbuild,
in each case, as described in further detail below.
Purpose of the Offer
Proceeds from the Offer will provide balance sheet flexibility to enable MOVE to accelerate its brand refresh,
complete its business restructure, fund further capital initiatives (including in information technology
systems), modernise the fleet and enter into intermodal and maritime leases.
The Institutional Entitlement Offer
Overview of the Institutional Entitlement Offer
MOVE is offering Eligible Institutional Shareholders the opportunity to subscribe for 1 New Share for every
3.06 Existing Shares held as at 6:00pm on the Record Date, at an Application Price of NZ$1.40. This ratio
and the Application Price are the same as for the Retail Entitlement Offer. The Joint Lead Managers will
seek to approach Eligible Institutional Shareholders, who may take up or transfer all, part or none of their
Entitlements.
The Institutional Entitlement Offer opens at 10.00am and closes at 5.00pm on 27 October 2021 (subject to
MOVE’s right to modify these dates or times).
Entitlements will not be quoted and cannot be traded on the NZX Main Board but may be privately
transferred. Ineligible Institutional Shareholders and Eligible Institutional Shareholders who have not taken up
their full Entitlement may receive some value in respect of their Unexercised Institutional Entitlements if an
Institutional Premium is achieved under the Institutional Bookbuild. There is no guarantee that any premium
will be achieved, and any Institutional Premium may be different from any Retail Premium.
Eligibility under the Institutional Entitlement Offer
The Institutional Entitlement Offer is only open to Eligible Institutional Shareholders. MOVE will determine
the Shareholders who will be treated as Eligible Institutional Shareholders for the purpose of determining
the Shareholders to whom an offer of New Shares will be made under the Institutional Entitlement Offer. In
exercising their discretion, MOVE may have regard to a number of matters, including legal and regulatory
requirements and logistical and registry constraints. MOVE will determine which Shareholders will be treated
as Ineligible Institutional Shareholders.
MOVE reserves the right to reject any application for New Shares under the Institutional Entitlement Offer
that it considers comes from a person who is not an Eligible Institutional Shareholder or cannot otherwise
participate in the Institutional Entitlement Offer in accordance with all applicable laws.
Acceptance of Entitlement under the Institutional Entitlement Offer
The Joint Lead Managers may seek to contact Eligible Institutional Shareholders to inform them of the
terms and conditions of participation in the Institutional Entitlement Offer and seek confirmation of their
Entitlements under the Offer. Application for New Shares by Eligible Institutional Shareholders can only be
made in accordance with that process.
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible
Institutional Shareholder is entitled under an Entitlement will, in the case of fractions of New Shares, be
rounded down to the nearest whole number. Applications in excess of an Eligible Institutional Shareholder’s
Entitlement will not be accepted.
The Institutional Bookbuild
New Shares that are attributable to Unexercised Institutional Entitlements will be offered under the
Institutional Bookbuild to Institutional Investors (which may include Eligible Institutional Shareholders
whether or not they took up their full Entitlement under the Offer).
The Institutional Bookbuild is expected to take place on 28 October 2021.
The Clearing Price under the Institutional Bookbuild will be equal to or above the Application Price.
The proceeds from each New Share issued under the Institutional Bookbuild (if any) will be paid as follows:
• MOVE will receive the Application Price for all New Shares issued under the Institutional Bookbuild; and
• any Institutional Premium will be paid to:
(a) each Eligible Institutional Shareholder who did not take up their Entitlement in full; and
(b) each Ineligible Institutional Shareholder (who will be deemed to hold the number of Entitlements
they would have received if they were Eligible Institutional Shareholders for the purpose of
calculating the amount of any Institutional Premium payable to them),
in proportion to their holdings of Unexercised Institutional Entitlements.
Allocations of New Shares under the Institutional Bookbuild will be determined by MOVE and the Joint Lead
Managers.
Settlement of the Institutional Entitlement Offer and the Institutional Bookbuild
Settlement of the Institutional Entitlement Offer and the Institutional Bookbuild will occur on the Institutional
Settlement Date in accordance with arrangements advised by the Joint Lead Managers. Each investor
remains responsible for ensuring its own compliance with the Takeovers Code and other applicable
legislation. For the purposes of clause 8B of the Takeovers Code (Class Exemptions) Notice (No 2) 2001,
MOVE confirms that, to the best of its knowledge, Craigs Investment Partners Limited, as the NZX trading and
advising firm appointed in relation to the Offer, is not being prosecuted for any offence.
The Retail Entitlement Offer
Overview of the Retail Entitlement Offer
MOVE is offering Eligible Retail Shareholders the opportunity to subscribe for 1 New Share for every 3.06
Existing Shares held as at 6.00pm on the Record Date, at an Application Price of NZ$1.40 per New Share.
This ratio and the Application Price are the same as for the Institutional Entitlement Offer. Eligible Retail
Shareholders may take up or transfer all, part or none of their Entitlements.
The Retail Entitlement Offer opens at 10.00am on 1 November 2021 and closes at 5.00pm on 12 November
2021 (subject to MOVE’s right to modify these dates or times).
Entitlements will not be quoted and cannot be traded on the NZX Main Board but may be privately
transferred. Ineligible Retail Shareholders and Eligible Retail Shareholders who have not taken up their full
Entitlement may receive some value in respect of their Unexercised Retail Entitlements if a Retail Premium
is achieved under the Retail Bookbuild. There is no guarantee that any premium will be achieved, and any
Retail Premium may be different from any Institutional Premium.
Eligibility under the Retail Entitlement Offer
The Retail Entitlement Offer is only open to Eligible Retail Shareholders. The Retail Entitlement Offer does
not constitute an offer to any person who is not an Eligible Retail Shareholder (including any Institutional
Shareholder or an Ineligible Retail Shareholder). Any person allocated New Shares under the Institutional
Entitlement Offer or Institutional Bookbuild does not have any entitlement to participate in the Retail
Entitlement Offer in respect of those New Shares.
MOVE reserves the right to reject any application for New Shares under the Retail Entitlement Offer that it
considers comes from a person who is not an Eligible Retail Shareholder or an Eligible Transferee.
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Acceptance of Entitlement under the Retail Entitlement Offer
The Entitlement and Acceptance Form sets out an Eligible Retail Shareholder’s Entitlement to participate
in the Retail Entitlement Offer. Applications for New Shares can only be made via an online application at
https://move.capitalraise.co.nz or on an Entitlement and Acceptance Form. Eligible Retail Shareholders who
have not elected to receive electronic communications from MOVE will receive a hard copy Entitlement
and Acceptance Form. Eligible Retail Shareholders who receive electronic communications from MOVE may
request a hard copy Entitlement and Acceptance Form from the Registrar.
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible
Retail Shareholder is entitled under an Entitlement will, in the case of fractions of New Shares, be rounded
down to the nearest whole number.
Eligible Retail Shareholders are not obliged to subscribe for any or all of the New Shares to which they
are entitled under the Offer. They may take up some or all of their Entitlement, transfer some or all of their
Entitlement or allow some or all of their Entitlement to lapse.
Any person outside New Zealand or Australia who takes up an Entitlement in the Retail Entitlement Offer
(and therefore applies for New Shares) through a New Zealand or Australian resident nominee, and their
nominee, will be deemed to have represented and warranted to MOVE that the Offer can be lawfully made
to their nominee pursuant to this Offer Document. None of MOVE, the Joint Lead Managers, the Underwriters,
the Registrar or any of their respective directors, officers, employees, agents, or advisers accept any liability
or responsibility to determine whether a person is eligible to participate in this Offer.
Any Eligible Retail Shareholder who transfers an Entitlement in the Retail Entitlement Offer, and their
transferee, will be deemed to have represented and warranted to MOVE that the transferee is an Eligible
Transferee and that the Entitlement can be lawfully transferred to the transferee pursuant to this Offer
Document. None of MOVE, the Joint Lead Managers, the Underwriters, the Registrar or any of their respective
directors, officers, employees, agents, or advisers accept any liability or responsibility to determine whether
a person is an Eligible Transferee.
The Retail Bookbuild
New Shares that are attributable to Unexercised Retail Entitlements will be offered under the Retail Bookbuild
to Institutional Investors (which may include Institutional Shareholders whether or not they take up their full
Entitlements under the Offer).
The Retail Bookbuild is expected to take place on 16 November 2021.
The Clearing Price under the Retail Bookbuild will be equal to or above the Application Price.
The proceeds from each New Share issued under the Retail Bookbuild (if any) will be paid as follows:
• MOVE will receive the Application Price for all New Shares issued under the Retail Bookbuild; and
• any Retail Premium will be paid to:
(a) each Eligible Retail Shareholder who did not take up their Entitlement in full; and
(b) each Ineligible Retail Shareholder (who will be deemed to hold the number of Entitlements they
would have received if they were Eligible Retail Shareholders for the purpose of calculating the
amount of any Retail Premium payable to them),
in proportion to their holdings of Unexercised Retail Entitlements.
Allocations and any necessary scaling of New Shares under the Retail Bookbuild will be determined by MOVE
and the Joint Lead Managers.
Once the Clearing Price under the Retail Bookbuild has been determined, the application monies in respect
of any applications for New Shares through the Retail Bookbuild by Eligible Retail Shareholders will be divided
by the Clearing Price under the Retail Bookbuild to calculate the number of New Shares that those Eligible
Retail Shareholders have applied for, rounded down to the nearest whole New Share.
Any refunds of application monies due to scaling of applications or applications not being accepted under
the Retail Bookbuild will be made within 10 Business Days of allotment (without interest). If, solely due to
rounding, there is any difference between the dollar amount of New Shares for which you apply through
the Retail Bookbuild and the value (based on the Clearing Price) of the New Shares you receive through the
Retail Bookbuild, this will be retained by MOVE.
Application to participate in the Retail Bookbuild
Institutional Investors may participate in the Retail Bookbuild by contacting the Joint Lead Managers who will
provide details as to the process to be undertaken in relation to the Retail Bookbuild.
Payment of Premium
Any Premium will be paid (net of any applicable withholding tax) in New Zealand dollars in accordance with
the direct credit payment instructions provided by the relevant Shareholder to MOVE (if any). No interest will
be paid in respect of any Premium payable.
Nominees
If you hold Existing Shares as nominee for more than one person, then you may (depending on the nature of
each such person) be an Eligible Institutional Shareholder, Ineligible Institutional Shareholder, Eligible Retail
Shareholder or Ineligible Retail Shareholder with regard to the Entitlement of each such person.
Notice to nominees and custodians
The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered
addresses in the eligible jurisdictions, irrespective of whether they participated under the Institutional
Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of
the beneficiaries on whose behalf they hold existing Shares, provided that the applicable beneficiary would
satisfy the criteria for an Eligible Retail Shareholder.
Nominees and custodians who hold Shares as nominees or custodians will receive a letter from MOVE.
Nominees and custodians should consider carefully the contents of that letter and note in particular that
the Retail Entitlement Offer is not available to, and they must not purport to accept the Retail Entitlement
Offer in respect of:
(a) beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an Eligible
Retail Shareholder;
(b) Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement
Offer (whether they accepted their Entitlement or not);
(c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement
Offer; or
(d) Shareholders who are not eligible under all applicable securities laws to receive an offer under the
Retail Entitlement Offer.
In particular, persons acting as nominees for other persons may not take up Entitlements on behalf of, or
send any documents relating to the Retail Entitlement Offer to, any person in the United States. Persons in
the United States and persons acting for the account or benefit of persons in the United States will not be
able to exercise Entitlements under the Retail Entitlement Offer.
MOVE is not required to determine whether or not any registered holder is acting as a nominee or the
identity or residence of any beneficial owners of Shares or Entitlements. Where any holder is acting as a
nominee for a foreign person, that holder, in dealing with its beneficiary will need to assess whether indirect
participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws.
MOVE is not able to advise on foreign laws.
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Overseas Shareholders
The Offer is only open to Eligible Shareholders, Institutional Investors and persons that MOVE is satisfied
can otherwise participate in the Offer in compliance with all applicable laws. MOVE has determined that it
is unreasonable to extend the Retail Entitlement Offer to Ineligible Retail Shareholders and the Institutional
Entitlement Offer to Ineligible Institutional Shareholders because of the small number of such Shareholders,
the number and value of Shares that they hold and the cost of complying with the applicable regulations in
jurisdictions outside New Zealand and Australia.
This Offer Document is only being sent by MOVE to Eligible Shareholders and Institutional Investors. The
distribution of this Offer Document (including an electronic copy) outside New Zealand or Australia may
be restricted by law. Any failure to comply with such restrictions may contravene applicable securities law.
MOVE disclaims all liability to such persons.
Nominees and custodians may not distribute any part of this Offer Document, and may not permit any
beneficial shareholder to participate in the Offer who is located, in the United States or any other country
outside New Zealand and Australia except to institutional and professional investors listed in, and to the
extent permitted under, this section.
Australia
This document and the offer of Entitlements and New Shares under the Offer (and this document for
the purposes of that offer) are being made available in Australia in reliance on the Australian Securities
and Investments Commission Corporations (Foreign Rights Issues) Instrument 2015/356 or otherwise to
persons to whom the Offer can be made without a formal “disclosure document” under Chapter 6D of the
Corporations Act.
This document is not a prospectus, product disclosure statement or any other formal “disclosure document”
for the purposes of Australian law or the Corporations Act and is not required to, and does not, contain
all the information which would be required in a “disclosure document” under Australian law or the
Corporations Act. It may contain references to dollar amounts which are not Australian dollars, may contain
financial information which is not prepared in accordance with Australian law or practices, may not address
risks associated with investment in foreign currency denominated investments and does not address
Australian tax issues.
This document has not been, and will not be, lodged or registered with the Australian Securities and
Investments Commission or the Australian Securities Exchange and the issuer is not subject to the
continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as
financial product advice for the purposes of Chapter 7 of the Corporations Act.
Hong Kong
WARNING: This Offer Document has not been, and will not be, registered as a prospectus under the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it
been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and
Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). Accordingly, this document may not be
distributed, and the Entitlements and the New Shares may not be offered or sold, in Hong Kong other than to
“professional investors” (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the Entitlements and the New Shares has been or will
be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or
elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of
Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to
Entitlements and the New Shares that are or are intended to be disposed of only to persons outside Hong
Kong or only to professional investors. No person allotted Entitlements or New Shares may sell, or offer to
sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months
following the date of issue of such securities.
The contents of this Offer Document have not been reviewed by any Hong Kong regulatory authority.
You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this
document, you should obtain independent professional advice.
Singapore
This Offer Document and any other materials relating to the Entitlements and the New Shares have not
been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of
Singapore. Accordingly, this Offer Document and any other document or materials in connection with the
offer or sale, or invitation for subscription or purchase, of Entitlements and New Shares, may not be issued,
circulated or distributed, nor may the Entitlements and New Shares be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore
except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities
and Futures Act, Chapter 289 of Singapore (the SFA), or as otherwise pursuant to, and in accordance with
the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an “institutional investor” (as defined in
the SFA) or (ii) an “accredited investor” (as defined in the SFA). If you are not an investor falling within one of
these categories, please return this Offer Document immediately. You may not forward or circulate this Offer
Document to any other person in Singapore.
Any offer is not made to you with a view to the Entitlements or the New Shares being subsequently offered
for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors
who acquire Entitlements or New Shares. As such, investors are advised to acquaint themselves with the SFA
provisions relating to resale restrictions in Singapore and comply accordingly.
Underwriting Agreement
MOVE has requested the Underwriters to underwrite the Offer and the Underwriters have agreed to do so.
This means that the Underwriters will subscribe at the Application Price for any New Shares that are not
subscribed for by Eligible Shareholders or Institutional Investors under the Offer in accordance with the
terms of the Underwriting Agreement. A summary of the principal terms of the Underwriting Agreement are
set out immediately below:
• The Underwriters have the power to appoint sub-underwriters.
• The Underwriters will be paid an agreed fee for their services in connection with the Offer.
• The Underwriting Agreement contains termination events, representations, warranties and indemnities
that are customary for an offer of this nature.
• The reasons why the Underwriters may terminate their obligations under the Underwriting Agreement
include events which have, or are likely to have, a material adverse effect on MOVE, the Shares or the
Offer. These may be as a result of events related to MOVE or as a result of external events, such as
material or fundamental changes in financial, economic and political conditions in certain countries or
financial markets.
• If the Underwriting Agreement is terminated, a termination fee may be payable to the Underwriters.
• MOVE has indemnified the Underwriters and their respective directors, officers, partners, employees
and advisers against certain losses sustained, suffered or incurred, arising out of or in connection with
the Offer, the allotment of the New Shares or the Underwriting Agreement.
• For a period commencing on the date of the Underwriting Agreement and ending three months after
the Allotment Date for the Retail Entitlement Offer, MOVE and its subsidiaries will not, without the prior
written consent of the Underwriters:
– offer for sale or accept offers for any Shares or other equity securities issued by MOVE;
– allot or issue any Shares or other equity securities of MOVE (whether preferential, redeemable,
convertible or otherwise);
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– issue or grant any right or option that entitles the holder to call for the issue of Shares or other
equity securities by MOVE or that is otherwise convertible into, exchangeable for or redeemable
by the issue of, Shares or other equity securities by MOVE;
– create any debt instrument or other obligation which may be convertible into, exchangeable for
or redeemable by, the issue of Shares or other equity securities by MOVE;
– otherwise enter into any agreement whereby any person may be entitled to the allotment and
issue of any Shares or other equity securities by MOVE; or
– make any announcement of an intention to do any of the above,
other than pursuant to an existing employee incentive plan (including as may be amended or
updated from time to time), the Offer or the terms of the convertible notes issued by MOVE on 30 April
2021; or
– dispose of or charge, or agree to dispose of or charge, the whole or any substantial part of the
business; or
– enter into any commitment that is or may be material in the context of the Offer, the underwriting
or the quotation of Shares on the NZX,
other than as publicly disclosed or disclosed to the Underwriters prior to the date of the Underwriting
Agreement.
Terms and Ranking of New Shares
New Shares will rank equally with, and have the same voting rights, dividend rights and other entitlements
as, Existing Shares in MOVE quoted on the NZX Main Board. Entitlements will not be quoted and cannot be
traded on the NZX Main Board but may be privately transferred. It is a term of the Offer that MOVE will take
any necessary steps to ensure that the New Shares are, immediately after issue, quoted on the NZX Main
Board.
MOVE’s current dividend policy, which is subject to business performance, market conditions and regulatory
requirements, is that the annual dividend paid will be in the range of 50 to 70% of annual adjusted net profit
after tax. MOVE intends to pay dividends semi-annually, typically in September and March of each year,
and to impute dividends fully, if possible given the level of imputation credits available. MOVE has not paid a
dividend since September 2019.
NZX
The New Shares have been accepted for quotation on the NZX Main Board and will be quoted 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.
It is expected that trading on the NZX Main Board of the New Shares issued under:
• the Institutional Entitlement Offer and Institutional Bookbuild will commence on 5 November 2021; and
• the Retail Entitlement Offer and Retail Bookbuild will commence on 18 November 2021.
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/ GLOSSARY
TERMDEFINITION
Allotment DateIn respect of the:
(a) Institutional Entitlement Offer and Institutional Bookbuild, 5 November
2021; and
(b) Retail Entitlement Offer and Retail Bookbuild, 18 November 2021.
Application PriceNZ$1.40 per New Share.
BookbuildThe Institutional Bookbuild or the Retail Bookbuild.
Business DayHas the meaning giving to that term in the NZX Listing Rules.
Clearing PriceThe price determined:
(a) in respect of the Institutional Bookbuild, through the Institutional
Bookbuild process; and
(b) in respect of the Retail Bookbuild, through the Retail Bookbuild process,
which may be equal to or above the Application Price.
Corporations ActThe Australian Corporations Act 2001 (Cth).
Eligible Institutional
Shareholder
A person who, as at 6.00pm on the Record Date, was recorded in MOVE’s
share register as being a Shareholder and:
(a) whose address is shown in MOVE’s share register as being in New
Zealand, Australia, Hong Kong, Singapore, or is a person who MOVE is
satisfied the Institutional Entitlement Offer may be made to under all
applicable laws without the need for any registration, lodgement or
other formality (other than a formality with which MOVE is willing to
comply), and who is not in the United States and who is not acting for
the account or benefit of a person in the United States; and
(b) is an Institutional Investor (or the nominee of an Institutional Investor)
and is invited to participate in the Institutional Entitlement Offer.
Eligible Retail ShareholderA person who, as at 6.00pm on the Record Date, was recorded in MOVE’s
share register as being a Shareholder and whose address is shown in
MOVE’s share register as being in New Zealand or Australia, and who is not
in the United States and not acting for the account or benefit of a person in
the United States, and who is not an Institutional Shareholder.
Eligible ShareholderAn Eligible Retail Shareholder or an Eligible Institutional Shareholder.
Eligible TransfereeA person:
(a) in New Zealand; or
(b) in Australia, who MOVE considers is a person to whom the offer of
Shares may be lawfully made pursuant to the ASIC Corporations
(Foreign Rights Issues) Instrument 2015/356.
EntitlementA right to subscribe for 1 New Share for every 3.06 Existing Shares held at
6.00pm on the Record Date at the Application Price, issued pursuant to the
Offer.
Entitlement and
Acceptance Form
The personalised entitlement participation form and entitlement transfer
form for Eligible Retail Shareholders which is available:
(a) online at https://move.capitalraise.co.nz; or
(b) in hard copy by request to the Registrar.
TERMDEFINITION
Existing ShareA Share on issue on the Record Date.
FMCAThe Financial Markets Conduct Act 2013.
Ineligible Institutional
Shareholder
A person who, as at 6.00pm on the Record Date, was recorded in MOVE’s
share register as being a Shareholder who is not an Institutional Investor but,
if the Shareholder’s address was shown in MOVE’s share register as being
in New Zealand, Australia, Hong Kong or Singapore, would in the opinion of
MOVE be an Institutional Investor.
Ineligible Retail ShareholderA Shareholder who is not an Institutional Shareholder or an Eligible Retail
Shareholder.
Ineligible ShareholderShareholders other than Eligible Shareholders.
Institutional BookbuildThe bookbuild process conducted by the Joint Lead Managers under
which New Shares attributable to Unexercised Institutional Entitlements are
offered to Institutional Investors (which may include Eligible Institutional
Shareholders, whether or not they took up their full Entitlement under the
Offer).
Institutional Entitlement
Offer
The offer of New Shares to Eligible Institutional Shareholders.
Institutional InvestorA person:
(a) in New Zealand:
(i) in relation to the Institutional Entitlement Offer, who MOVE
considers is a wholesale investor as defined in the FMCA; and
(ii) in relation to the Institutional Bookbuild and the Retail Bookbuild,
who the Joint Lead Managers invite to participate in the
Institutional Bookbuild or the Retail Bookbuild;
(b) in Australia, who MOVE considers is a person to whom an offer of
shares for issue may be lawfully made without a formal disclosure
document under Part 6D.2 of the Corporations Act (as modified by
any applicable regulatory instrument), including in accordance with
applicable exemptions in sections 708(8) (sophisticated investors) or
708(11) (professional investors) of the Corporations Act;
(c) in Hong Kong, who MOVE considers is a “professional investor” as
defined in the Securities and Futures Ordinance of Hong Kong, Chapter
571 of the Laws of Hong Kong;
(d) in Singapore, who MOVE considers is an “institutional investor” or an
“accredited investor”, as defined in Subdivision (4) Division 1, Part XIII of
the Securities and Futures Act, Chapter 289 of Singapore; or
(e) who MOVE is satisfied the Institutional Entitlement Offer may be made
to under all applicable laws without the need for any registration,
lodgement or other formality (other than a formality with which MOVE
is willing to comply),
and who is not in the United States and who is not acting for the account or
benefit of a person in the United States.
Institutional PremiumThe amount per New Share, if any, by which the Clearing Price in the
Institutional Bookbuild exceeds the Application Price.
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TERMDEFINITION
Institutional Settlement
Date
The date of settlement of New Shares under the Institutional Entitlement
Offer and Institutional Offer, expected to be 5 November 2021 on NZX.
Institutional ShareholderEligible Institutional Shareholders and Ineligible Institutional Shareholders.
Joint Lead ManagersCraig Investment Partners Limited and Bell Potter Securities Limited.
MOVEMOVE Logistics Group Limited (company number 1015212).
New ShareA Share in MOVE offered under the Offer of the same class as, and ranking
equally in all respects with, MOVE’s quoted Shares at the Allotment Date.
NZXNZX Limited.
NZX Main BoardThe main board equity security market operated by NZX.
NZX Listing RulesThe listing rules of NZX in relation to the NZX Main Board (or any market in
substitution for that market) in force from time to time, read subject to any
applicable rulings or waivers.
NZX Primary Market
Participant
Any company, firm, organisation, or corporation designated or approved as
a primary market participant from time to time by NZX.
OfferThe accelerated renounceable entitlement offer of New Shares detailed
in this Offer Document, comprising the Institutional Entitlement Offer, the
Institutional Bookbuild, the Retail Entitlement Offer and the Retail Bookbuild.
Offer DocumentThis document.
PremiumThe amount per New Share, if any, by which the Clearing Price exceeds the
Application Price.
Record Date29 October 2021
RegistrarLink Market Services Limited.
Retail BookbuildThe bookbuild process conducted by the Joint Lead Managers under which
New Shares attributable to Unexercised Retail Entitlements are offered to
Institutional Investors (which may include Eligible Institutional Shareholders
whether or not they took up their full Entitlement under the Offer).
Retail Entitlement OfferThe offer of New Shares to Eligible Retail Shareholders.
Retail PremiumThe amount per New Share, if any, by which the Clearing Price in the Retail
Bookbuild exceeds the Application Price.
ShareA fully paid ordinary share in MOVE.
ShareholderA registered holder of Shares.
Takeovers CodeThe Takeovers Code set out in the schedule to the Takeovers Regulations
2000.
UnderwritersCraigs Investment Partners Limited and Bell Potter Securities Limited.
Unexercised EntitlementsUnexercised Institutional Entitlements and Unexercised Retail Entitlements.
TERMDEFINITION
Unexercised Institutional
Entitlements
Entitlements that are not taken up by Eligible Institutional Shareholders (or
their transferees) under the Institutional Entitlement Offer together with
those Entitlements of Ineligible Institutional Shareholders.
Unexercised Retail
Entitlements
Entitlements that are not taken up by Eligible Retail Shareholders (or
their transferees) under the Retail Entitlement Offer together with those
Entitlements of Ineligible Retail Shareholders.
NOTE:
• All references to time are to New Zealand time unless stated or defined otherwise.
• All references to currency are to New Zealand dollars unless stated or defined otherwise.
• All references to legislation are references to New Zealand legislation unless stated or defined
otherwise.
• This Offer Document, the Offer and any contract resulting from it are governed by the laws of New
Zealand, and each applicant submits to the exclusive jurisdiction of the courts of New Zealand.
DIRECTORY
Joint Lead Managers
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Bell Potter Securities Limited
Level 29, 101 Collins Street
Melbourne VIC 3000
Australia
Lawyers
Harmos Horton Lusk Limited
Level 33, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Issuer
MOVE Logistics Group Limited
330 Devon Street East
Fitzroy
New Plymouth 4312
New Zealand
Directors
Lorraine Witten (Chair)
Trevor Janes
Jim Ramsay
Danny Chan
Peter Dryden
Mark Newman
Chris Dunphy
Share Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Telephone +64 9 375 5998
applications@linkmarketservices.co.nz
www.linkmarketservices.co.nz
---
MOVE LOGISTICS GROUP LIMITED
CapitalRaisingPresentation
October 2021
Important notice and disclaimer
This presentation has been prepared by MOVE Logistics Group Limited (“MOVE”) in connection with an offer of new ordinary shares in MOVE (“New Shares”) by way of an accelerated renounceable
entitlement offer (“Offer”) under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”).
Information
This presentation contains summary information about MOVE and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and
does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating apossible investment in MOVE or that would be required in a product
disclosure statement under the FMCA. The historical information in this presentation is, or is based upon, information that has been released to NZX Limited (“NZX”). This presentation should be
read in conjunction with MOVE’s annual report, market releases and other periodic and continuous disclosure announcements, whichare available at www.nzx.com.
Any decision to acquire New Shares under the Offer should be made on the basis of the separate offer document to be lodged with NZX (the “Offer Document”). Any eligible shareholder who
wishes to participate in the Offer should review the Offer Document and apply in accordance with the instructions set out in theOffer Document or as otherwise communicated to the shareholder.
This presentation and the Offer Document do not constitute an offer, advertisement or invitation in any place in which, or toany person to whom, it would not be lawful to make such an offer,
advertisement or invitation.
Not financial product advice
This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire MOVE’s securities, and has been prepared without taking into account
the objectives, financial situation or needs of prospective investors. Before making an investment decision, prospective investors should consider the appropriateness of the information having
regard to their own objectives, financial situation and needs and consult a financial adviser, solicitor, accountant or otherprofessional adviser if necessary.
Past performance
Any past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. No
representations or warranties are made as to the accuracy or completeness of such information.
Future performance
This presentation includes certain “forward-looking statements” about MOVE and the environment in which MOVE operates. Forward-looking information is inherently uncertain and subject to
contingencies, known and unknown risks and uncertainties and other factors, many of which are outside of MOVE’s control, and mayinvolve significant elements of subjective judgement and
assumptions as to future events which may or may not be correct. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements.
No assurance can be given that actual outcomes or performance will not materially differ from the forward-looking statements. The forward-looking statements are based on information available
to MOVE as at the date of this presentation. Except as required by law or regulation (including the NZX Listing Rules), MOVE undertakes no obligation to provide any additional or updated
information whether as a result of new information, future events or results or otherwise.
Financial information
All currency amounts in this presentation are in NZ dollars and figures are subject to rounding. References to FY21 in this presentation are to the financial year ended 30 June 2021.
2
Important notice and disclaimer
Distribution of presentation
This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by MOVE of any law.
The distribution of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by law, and persons into whose possession this presentation comes should observe any
such restrictions. Any failure to comply with such restrictions may violate applicable securities laws. See the “Foreign SellingRestrictions” section of this presentation. None of MOVE, any person
named in this presentation or any of their affiliates accept or shall have any liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction.
Not for distribution or release in the United States
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States.
The Entitlements and 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, and may not be offered or sold in the United States except in transactions exempt from,or not subject to, registration under the U.S. Securities Act and
applicable securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements and the NewShares are only being offered and sold in "offshore transactions" in
compliance with Regulation S under the US Securities Act.
Disclaimer
To the maximum extent permitted by law, each of MOVE, CraigsInvestment Partners Limited and Bell Potter Securities Limited (the “JointLead Managers”) and their respective affiliates, related
bodies corporate, directors, officers, partners, employees, agents and advisers (together, the “Specified Persons”) disclaim all liability and responsibility (whether in tort (including negligence) or
otherwise) for any direct or indirect loss or damage which may be suffered by any person through use of or reliance on anything contained in, or omitted from, this presentation.
None of the Joint Lead Managers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers have authorised, permitted or caused the
issue, submission, dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is
based on any statement by any of them.
The Specified Persons make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this presentation and, with regard to the
Joint Lead Managers and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers, take no responsibility for any part of this presentation or
the Offer.
The Joint Lead Managers and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers make no recommendations as to whether you or your
related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any
statements made by the Joint Lead Managers or their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers in relation to the Offer and you
further expressly disclaim that you are in a fiduciary relationship with any of them.
Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice. MOVE reserves the right to
withdraw the Offer or vary the timetable for the Offer without notice.
3
Executive Summary
Overview of MOVE
MOVE Business
Review
-MOVE is one of New Zealand’s largest logistics companies, providing end-to-end supply chain solutions to SMEs and large
corporate customers
-MOVE has a diverse customer base across a wide range of sectors
-Over 50 leased sites across New Zealand, approximately 3,500 customers, 1,400+ employees and annual sales of ~$350m
4
-MOVE has undertaken a strategic review and commenced a business realignment to build on MOVE’s substantial
logistics and distribution network, unlock value and maximise shareholder returns. Key elements include:
-Rebranding to MOVE
-Board & management refresh
-Identification of strategic initiatives
-Restructuring from five to three business divisions
-Optimisation of the capital structure
Capital Raising
-MOVE Logistics is raising approximately NZ$40m via a 1 for 3.06 fully underwritten accelerated renounceable entitlement
offer of new fully paid ordinary shares (“Offer”), at an Offer Price of $1.40 per New Share
-The Offer Price reflects a 13.6% discount to the closing price of MOVE shares on the NZX of NZ$1.62 on 26 October 2021
and a 10.6% discount to the Theoretical Ex-Rights Price of NZ$1.57
-Proceeds from the Offer will provide balance sheet flexibility to enable MOVE to accelerate its brand refresh, complete its
business restructure, fund further capital initiatives (including in information technology systems), modernise the fleet and
enter intointermodal and maritime leases
-The Offer is fully underwritten by Bell Potter Securities Limited and Craigs Investment Partners Limited
OVERVIEW
OF MOVE
5
Introduction to MOVE
One of New Zealand’s largest logistics business with substantial growth opportunities
6
•MOVE is one of New Zealand’s largest logistics companies, providing end-to-end supply chain solutions
to SMEs and large corporate customers
•MOVE has a diverse customer base across a wide range of sectors, includingpackaging, energy, oil &
gas, building & infrastructure and FMCG
•Over 50 sites
1
across New Zealand
•Approximately 3,500 customers, 1,400+ employees and annual sales of ~$350m
•To maximise shareholder returns and unlock value, MOVE is realigning its business towards a
multi-modal freight offering and has undertaken a broad strategic review of the business
1.Sites are leasehold
Board & Management
Lorraine Witten
Independent Chair
PeterDryden
IndependentDirector
Chris Dunphy
Chief Executive Officer,
ExecutiveDirector
MOVE’sBoardhasawidebreadthofdomesticandinternational experience,providingabalanceofindustryexperts,
customerinsights,capital marketsandtechnologyskillsetstoexecutestrategicobjectives
Mark Newman
IndependentDirector
Danny Chan
IndependentDirector
Grant Devonport
Nominated Director
Our Board
1
1.Post-November Annual Shareholders’ Meeting at which Trevor Janes and James (Jim) Ramsey are retiring and Grant Devonport has been nominated to be appointed
as an Independent Director. Grant’s appointment is subject to shareholder approval at the ASM
MOVE’sleadership team is highly experienced and brings a wealth of knowledge to the table, having held senior
positions across several companies in the transport and logistics industry
Our Leadership Team
Lee Banks
Chief Financial Officer
Chris Dunphy
Chief Executive Officer,
ExecutiveDirector
Chris Knuth
Chief Operating Officer –
Freight
James Watters
Chief Operating Officer –
Contract Logistics
Represents a recent or incoming
addition to the MOVE team
7
FY21 Financial Results Overview
$353.3m
Revenue
1.Excludes non-trading costs of $1.5m excluding tax, which comprise $1.2m for a discontinued IT project and $0.3m associated with an acquisition which was not progressed
2.NPAT (GAAP measure) attributable to common shareholders
$15.0m
EBIT
1
$0.9m
NPAT
2
Group Revenue
EBITDA (before non-trading items)
NPAT (before non-trading items)EBIT (before non-trading items)
333.8
353.3
320
330
340
350
360
FY20FY21
NZ$m
57.5
61.3
54
56
58
60
62
FY20FY21
NZ$m
1.7
2.5
-
1
2
3
FY20FY21
NZ$m
8
14.6
15.0
14.0
14.5
15.0
15.5
FY20FY21
NZ$m
MOVE Business Review
Key objectives: margin improvement, asset utilisation and profitability
9
MOVE has built atransport and logistics platform of substantial scale. The Board and management see significant
unrealisedpotential for the company to leverage this platform
1. Rebrand to MOVE2. Board and management refresh
3. Strategic review priorities
identified
–Rebranding to bring businesses under
the banner of MOVE, signifying a
unified presence across our end-to-end
supply chain solutions
–The ongoing rejuvenation of the Board
has resulted in two new appointees in the
last six months, with Chris Dunphy and
Mark Newman joining the Board, and
James Watters and Chris Knuth joining
the Management team
–To drive margin improvement, better
utilisation of assets and profitability
MOVE will:
1. Turn around and reset the
Freight division;
2. Define, invest in and deliver an
attractive multiservice solution
for contracted customers; and
3. Optimise the leasehold
property footprint to service
customer demand
4. Restructure of business divisions
–Restructuring of the five key divisions
into three: Freight, Contract Logistics
and Investments
5. Capital structure optimised
–New bank debt facility on improved
terms
–Sell down completed by founder
shareholders with new investorsjoining
the register
Overview of divisional contribution
1.Before non-trading items, segment EBITDA and EBIT % contributions are prior to any corporate segment cost allocation
10
Freight
27%
Contract
Logistics
59%
Investments
14%
Freight
48%
Contract
Logistics
43%
Investments
9%
Freight division presents a significant opportunity for MOVE
Freight
7%
Contract
Logistics
65%
Investments
28%
$353m$61m
1
$15m
1
FY21 RevenueFY21 EBITDA
FY21 EBIT
Corporate Overview
KeyMarket Metrics(NZ$)
Share Price
1
$1.62
Market Capitalisation
2
$142.0m
Net debt
3
$57.0m
Enterprise Value$199.0m
Top 5 Shareholders (as of 31 July 2021)
James Ramsay & Nerida Joy Ramsay &
Ramsay Family Trustee Limited
13.04%
Gregory Whitham10.58%
Kevin Garnet Smith9.70%
Larry William Stewart & Kaylene Joy
Stewart & Sr Taranaki Trustees Limited
9.35%
Alan Terris8.90%
1.As at close 26 October 2021
2.Market capitalisation calculations based on ordinary shares on issue (87,684,882)
3.As at30 June 2021, refer page 23 for further information
Share Price Performance (YTD 2021)
11
-
100k
200k
300k
400k
500k
600k
-
0.40
0.80
1.20
1.60
2.00
2.40
Jan-21Mar-21May-21Jul-21Sep-21
Volume traded
Share price (NZ$)
Move Logistics Group Limited (NZSE:MOV) - Volume
Move Logistics Group Limited (NZSE:MOV) - Share Pricing
STRATEGY
12
NEXT 12 MONTH’S PRIORITIES
Where We Are Going
MEDIUM-TERMINITATIVES
MOVE’s 3-year goal is to deliver growth via continued organic opportunities and execution of identified and potential
acquisition targets. Planned organic initiatives to increase total earnings and lift margins include technology driven operating
efficiencies, customer acquisition, further cross selling and extending industry niches
Our Strategy
‒Rationalise the MOVE leasehold property portfolio to ensure that
multi-modal solutions can be fully accessed
‒Build greater competency in rail freight solutions, via equipment leases
‒Either expand or exit our investment assets in International and Specialist
which meet our return on capital criteria
‒Continue to support coastal shipping initiatives and development of
regional ports
‒Selectively acquire businesses where the economics of doing so are
compelling
1
2
3
4
5
13
‒Continue to strengthen MOVE by bringing more talented people on board
with the specific skills and deep experience to transform the business
1
‒Complete a capital structure review and emerge with a stronger balance
sheet and better defined operating structure
2
‒Implement a full transport management system across Freight and
upgrade in-cab and automation solutions at our Contract Logistics sites
‒Expand our engagement with owner drivers in the Freight division,
modernise our fleet and move towards a fully-maintained lease fleet
elsewhere
‒Continue to refine our service offering with a priority focus on margin
3
4
5
How We Achieve Our Strategy
14
Key Priorities
Fix the Freight Division
Define our Contract
Logistics offering
Reposition our asset base
•Define the segments we are in and
either invest in or exit them
•Ensure that we have the right tools
to do the job
•Manage for margin not size
•Realign the culture from trucks to
customer solutions
•Reduce silos and increase customer
solutions
•Creation of Contract Logistics from two
divisions: Fuel and Warehousing
•Two equal-sized business units
•Attract high-calibre executives to grow
this offering
•Potential to greatly expand our bulk
liquids & FMCG solutions
Recognition of the long-term and dedicated
nature of customer-specific assets with
tenure
•Rationaliseleasehold sites and leases
for best purpose
•Exit company-owned vehicles in favour
of leases and owner drivers
•Invest in best-of-breed IT that can drive
operational efficiencies
•Attract good people and retain the best
people
“MOVE leased what it should own &
owned what it should lease” –Chris
Dunphy
132
OVERVIEW
OF MOVE
DIVISIONS
15
Divisions post restructuring
FREIGHT
FTL
(full truck load)
LCL
(less than truck
load)
CONTRACT
LOGISTICS
BULK LIQUIDS
WAREHOUSING
& LOGISTICS
INVESTMENTS
1
SPECIALIST
INTERNATIONAL
1.Held for expansion or divestment
MOVE previously operated across five key divisions; Freight, Bulk Liquids, Warehousing&Logistics,International
andSpecialistTransport. Post restructure, the corporate structure has been simplified to three divisions, with
Chief Operating Officers running enterprises of a similar scale
16
Freight Overview
MOVE is one of the largest express freight and full truck network
operators in New Zealand, including Class 5 Heavy vehicles, with
a nationwide network and regionalbreadth
FTL
(full truck load)
LCL
(less than truck
load)
-MOVE's LCL network encompasses a broad provincial footprint
-Operates in hard-to-service locations
-The Freight division has 500 vehicles
1
operating out of 29 depots and
services various key industries, including packaging, dairy, horticulture, rural
farm supplies and timber
-Planned investment in fleet upgrades
-Move underway to amorecapitallightoperating model
-Innovatenot only within road transport but towards other modes
-Proposed implementation of new Transport ManagementSystem inFY22/23
-MOVE's strength in FTL comes from its close alignment to the rural economy
-This is a result of MOVE's heritage as an amalgam of rural carriers, with deep roots in
locations such as the Taranaki, Manawatu, Nelson and Canterbury
17
$169.0m (48%)
FY21 Group Revenue
$17.6m (27%)
FY21 Group EBITDA
2
$1.3m (7%)
FY21 Group EBIT
2
1.MOVE Freighting prime moversas at30 June 2021 includesowned, leased and owner driver vehicles
2.Excludes corporate contribution and is before non-trading items
Contract Logistics Overview
MOVE has a broad footprint of high-capacity
warehousing, with our bulk fuel and gas tankers
visible across the nation
BULK LIQUIDS
WAREHOUSING
& LOGISTICS
-Specialists intransporting fuel, LPG and industrial chemicals
-Fully certified fleet for transport of dangerous goodswitha
team of over300trained professionals supporting this
operation
-KeycustomersincludeZEnergy, Farmlands andRockgas
-We are a large3PL operator in New Zealand
-Offer a national warehousing solution, including warehousing,
cross docking, container cartage and loading and metropolitan
delivery
-Our customers include arange of international FMCG brands
2.8bn
litresof fuel delivered
in FY21
1
103,445
sqm of 3PL
warehousing capacity
700
person team nationwide
18
$151.9m (43%)
FY21 Group Revenue
$38.4m (59%)
FY21 Group EBITDA
2
$12.7m (65%)
FY21 Group EBIT
2
1.For the 12 months ending 30 June 2021
2.Excludes corporate contribution and is before non-trading items
Investments Overview
Portfolio of companies servicing a broad range of industries
INTERNATIONAL
SPECIALIST
-Internationalincludes freight forwarding and logistics services
-Key brand Alpha, of which MOVE has majority ownership,
services the oil and gas industry
-MOVE also has operations invessel / boat transportation and
offers custom clearance support and port services
-Group of businesses specialising in heavy and large haulage
and machinery lifting, as well as advisory services
-Primary playerin the transport of large and heavy goods for
generation and infrastructure sectors
-Experienced team of load escort pilots, drivers, crane operators
and riggers
19
$32.4m (9%)
FY21 Group Revenue
$8.9m (14%)
FY21 Group EBITDA
1
$5.4m (28%)
FY21 Group EBIT
1
1.Excludes corporate contribution and is before non-trading items
Project
4
10
10+
12
16
21
25+
25+
25+
-51015202530
Vestas
ACI Operations NZ
Iplex Pipelines
Z Energy
Orora Packaging NZ
Farmlands
Rockgas
Lion
Asahi
Foodstuffs
Years
Loyal and Diverse Customer Base
IndustryBreakdown
2
LengthofRelationshipswith Group Customers
1
MOVEhasadiverseandloyalbaseofapproximately 3,500 customersacrossawiderangeof sectorswitha
lowlevelofchurnandconcentration
MOVE Group Customers
Significant customers include:
20
1.Length of relationship with top ten customers by revenue
2.Industry breakdown for 70% of customer revenue
Energy, Oil & Gas
36%
FMCG (incl. Food &
Beverage)
23%
Building &
Infrastructure
21%
Packaging
12%
Primary
8%
FINANCIALS
21
Income statement
22
$NZmFY20FY21
Income
1
346.9356.8
Direct expenses(252.2)(255.3)
Gross profit94.7101.5
Divisional overheads(34.4)(36.5)
Corporate overheads(2.8)(3.6)
EBITDA
1,2
57.561.3
Depreciation & amortisation(42.9)(46.4)
EBIT
1
14.615.0
Net finance costs(11.8)(11.2)
Share of associates(0.1)(0.1)
Income tax expense(1.0)(1.0)
Non controlling interests(0.5)(0.4)
Net profit after tax before non-trading items
3
1.22.1
1.Before non-trading items for FY21 totalling $1.5m. Non-trading costs of $1.5m excluding tax comprise $1.2m for a discontinued IT project and $0.3m associated with
an acquisition which was not progressed
2.Post-NZ-IFRS-16. See reconciliation on page 26
3.NPAT excluding non-trading items (non-GAAP measure) attributable to common shareholders
•Improved income due to recovery of sales
(post COVID-19 2020 level 4 lockdown),
new warehouses commissioned and
significant specialist windfarm project
•Gross profit margin improved by project
work
•Increased divisional overheads driven by a
focus on improved capability in both
people and systems
•Corporate overhead cost increase due to
additional investment in externally hosted
technology environments
•Depreciation increase due to the addition
of several leased properties
•Net finance cost decrease driven by
reduction in debt levels but partially offset
with margin increase
Balance sheet
23
NZ$mFY20FY21
ASSETS
Cash and cash equivalents11.913.2
Inventories0.10.1
Trade and other receivables43.749.8
Other current assets0.30.7
Fixed assets
1
288.7274.2
Total assets344.7337.9
LIABILITES
Borrowings86.370.2
Convertible note-7.4
Derivative liabilities-0.8
Lease liabilities173.5171.5
Other current liabilities42.444.9
Other non-current liabilities5.75.1
Total liabilities307.8299.9
Total equity36.938.0
Net debt
2
74.457.0
Leverage
3
2.8x2.2x
Gearing
4
66.8%60.0%
1.Includes ROU asset
2.Excluding lease liabilities, convertible note and derivative liabilities
3.Calculated on pre-IFRS-16 basis
4.Net debt / (Net debt + Book value of equity)
•MOVE undertook a $65m refinancing,
which was completed in July 2021
•As a result, MOVE received improved
covenants
•Average debt maturity increased to 4.3
years post refinance, an increase from 1.5
years as at30 June 2021
•Net debt position of $57.0m
•Gearing of 60% is down 7% on prior year
•Leverage ratio of 2.2x (on a pre-IFRS-basis
excluding convertible note funding)
•Average cost of borrowing is 3.82%
Cash flow
24
NZ$mFY20FY21
EBITDA
1
57.460.7
Operating lease payments (NZ-IFRS-16)
2
(30.9)(36.1)
Pre-NZ-IFRS-16 EBITDA
1
26.524.5
Working capital movements(2.2)(3.3)
Operating free cash flow24.321.2
Net capex
3
(10.6)(5.7)
Free cash flow13.715.5
Acquisitions(0.0)(0.2)
Net cash flow before financing and tax13.715.3
Net interest payments(3.7)(3.0)
Tax payments(1.2)(2.5)
Advances to / from associates0.3-
Dividends (NCI)(0.7)(0.4)
Cash flow before movements in net debt8.59.4
Operating free cash flow cash conversion91.9%86.4%
Free cash flow conversion51.9%63.1%
1.Excluding non-cash items. See reconciliation of IFRS-16 adjustments on page 26
2.Actual NZ-IFRS-16 cash adjustment differs from that in the income statement due to gains / losses when unwinding leases exited earlier than expected
3.Adjusted to net of assets sold and then leased by the Group
•Operating lease payments growth due to
several new warehouses having been
commissioned during FY20/21
•Increased free cash flow was driven by
reduced net capital expenditure due to
MOVE’s prudent management and
minimization post COVID-19 2020 level 4
lockdown
‒Average age of fleet needs to be
managed down –current aging owned
prime movers of 12.6 years
‒Replacement of aging fleet is planned
over the next two years
•Interest payments decreased due to a
reduction in debt levels
•Tax payments increased due to higher tax
instalment rates
•Strong operating cash flow conversion
(~86%)
Divisional overview
25
NZ$mFY20FY21
REVENUE
Freight161.2169.0
Contract Logistics145.2151.9
Investments27.432.4
Total revenue333.8353.2
2
EBIT
Freight2.01.3
Contract Logistics11.112.7
Investments5.05.4
Corporate costs(3.5)(4.5)
Total EBIT
1
14.615.0
2
1.Before non-trading items
2.Do not sum due to rounding
NZ-IFRS-16 reconciliation
26
NZ$mFY20FY21
Post-NZ-IFRS-16 EBITDA
57.561.3
NZ-IFRS-16 impact
Reduction in occupancy costs
1
(30.9)(35.8)
Increased depreciation
28.531.5
Increase finance costs
8.08.1
Pre-NZ-IFRS-16 Underlying EBITDA
26.625.5
1.Actual NZ-IFRS-16 cash adjustment differs from that in the income statement due to gains / losses when unwinding leases exited earlier than expected
•Increase in occupancy costs off
the back of a number ofnew
warehouses having been
commissioned during FY20/21 in
Christchurch, Auckland and
Hamilton
OFFER
DETAILS
27
Capital raising overview
Structure and Size
Entitlement Offer
Price
-1 for 3.06 accelerated renounceable entitlement offer of new fully paid ordinary shares (“New Shares”) to raise gross proceeds of
approximately NZ$40 million
-New Shares issued under the Offer will rank equally with existing shares
-The Record Date for the Offer will be 6pm NZ time / 4pm Sydney time on Friday, 29 October 2021
28
1.TERP is the theoretical ex-rights price at which MOVE’s shares would trade immediately after the ex-date for the Offer. The TERPis a theoretical calculation only and the actual price at
which MOVE’s shares trade immediately after the ex-date for the Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to MOVE’s closing
price of NZ$1.62 on 26 October 2021.
2.Entitlements will not be quoted on the NZX Main Board. Eligible retail shareholders wishing to transfer their entitlements will be responsible for identifying an eligible purchaser
Accelerated renounceable entitlement offer to raise approximately NZ$40 million
-Offer price of NZ$1.40 per New Share, representing a discount of:
-13.6% to the closing price of NZ$1.62 per share on 26 October 2021; and
-10.6% to TERP
1
of NZ$1.57
Institutional Offer
-Institutional Entitlement Offer will be open from 10am to 5pm NZ time / 8am to 3pm Sydney time on Wednesday, 27 October 2021
-Institutional entitlements not taken up and entitlements of ineligible institutional shareholders will be placed into the Institutional
Bookbuild to be conducted on Thursday, 28 October 2021
Retail Offer
-Eligible retail shareholders in Australia and New Zealand have a number of options under the Retail Offer, including:
-elect to take up all or part of their pro rata entitlements by the Retail Entitlement Offer close date of 5pm NZ time / 3pm Sydney time
Friday, 12 November 2021;
-transfer
2
all or part of their entitlements by the Retail Entitlement Offer close date of 5pm NZ time / 3pm Sydney time Friday, 12
November 2021; or
-do nothing and let their entitlements be offered for sale through the Retail Bookbuild process managed by the Joint Lead Managers
with any proceeds in excess of the Entitlement Offer price (net of any withholding tax) paid to the shareholder
Director Participation
-Bell Potter Securities Limited is Financial Advisor and Joint Lead Manager and Craigs Investment Partners Limited is Joint Lead Manager
(together the “Joint Lead Managers and Underwriters”)
-The Offer is fully underwritten by the Joint Lead Managers and Underwriters
Underwriting
-Reflecting their commitment to MOVE’s new strategic direction, MOVE’s Chair Lorraine Witten and Directors Danny Chan, Chris Dunphy
and Mark Newman intend to participate in the Offer
Use of funds
29
Proceeds from the Offer will provide balance sheet
flexibility to enable MOVE to accelerate its brand
refresh, complete its business restructure, fund
further capital initiatives (including in information
technology systems), modernise the fleet and enter
intointermodal and maritime leases.
Given the focus on investment in growth, the Board
currently does not intend to declare a dividend in
FY22. As MOVE executes on its turnaround strategy,
the Board will re-assess the dividend policy.
Use of fundsNZ$
Reduction of borrowings$20 million
Investment in growth, including:
•Accelerating the MOVE brand refresh;
•Disposal and surrender of unfit assets;
•Investing in information technology enhancements;
and
•Enter into new intermodal equipment & maritime
leases
$15 million
Other initiatives and restructuring expenses$3 million
Offer costs$2 million
Total use of funds$40 million
Pro-forma Net Debt
30
Following the capital raising, MOVE’s pro-forma net debt will reduce to 0.7x LTM
EBITDA prior to the application of use of funds, and 1.5x LTM EBITDA following the use
of funds
Pro-forma Capitalisation
Current (as at 30 June 2021)Pro-forma (as at 30 June 2021)
LimitDrawnLimitDrawn
SourcesNZ$mNZ$m
x LTM
EBITDA
1
NZ$mNZ$m
x LTM
EBITDA
1
Debt –Borrowings70.270.22.8x70.250.22.0x
Plus: Cash on balance
sheet
13.20.5x31.21.2x
Net Debt57.02.2x19.00.7x
Less: Application of use of
funds
18.00.8x
Net Debt
(inclusive of use of funds)
37.01.5x
1.Represents Pre-NZ-IFRS-16 Underlying EBITDA
2.2x
0.7x
1.5x
Pre-capital raisingPro-forma post-
capital raising
Pro-forma post-
capital raising and
use of funds
Net Debt to EBITDA
1
(as at 30 June 2021)
Indicative timetable
31
1.The above timetable is indicative only and subject to change. The Company, in consultation with the Joint Lead Managers and Underwriters, reserve the right to amend
the timetable at any time.
EventDate (2021)
Institutional Offer
Trading halt and announcement of Capital Raising Wednesday, 27 October
Institutional Entitlement Offer opens (10:00am NZ time / 8:00am Sydney time)Wednesday, 27 October
Institutional Entitlement Offer closes (5:00pm NZ time / 3:00pm Sydney time)Wednesday 27 October
Institutional Bookbuild opens (10:00am NZ time / 8:00am Sydney time)Thursday, 28 October
Institutional Bookbuild closes (7:00pm NZ time / 5:00pm Sydney time)Thursday, 28 October
Trading halt lifted Friday, 29 October
Settlement of Institutional Entitlement Offer and Institutional Bookbuild; allotment and commencement of trading of New SharesFriday, 5 November
Retail Offer
Offer document releasedWednesday, 27 October
Retail Entitlement Offer opens and Offer document despatchedMonday, 1 November
Retail Entitlement Offer closes (5:00pm NZ time / 3:00pm Sydney time)Friday, 12 November
Trading halt commences (for Retail Bookbuild)Tuesday, 16 November
Retail Bookbuild opens (10:00am NZ time / 8:00am Sydney time)Tuesday, 16 November
Retail Bookbuild closes (7:00pm NZ time / 5:00pm Sydney time)Tuesday, 16 November
Trading halt liftedWednesday, 17 November
Settlement of Retail Entitlement Offer and Retail Bookbuild; allotment and commencement of trading of New SharesThursday, 18 November
APPENDIX I
INDUSTRY OVERVIEW
32
Wholesalers
& retailers
37.6%
Other markets
26.5%
Construction
21.2%
Forestry &
logging
14.7%
NZ$8.6bn
Annual
Estimate
Freight & Logistics Industry
IndustryOverview
–New Zealand’s freight and logistics industry is
estimatedto be worthNZ$24bn
–New Zealand’s domestic road freight transport market
is estimated to be worth NZ$8.6bn per annum
✓Projected to grow by 1.3% p.a. to NZ$9.2bn
over the five years through 2024-25
–91% of total freight transportedin New Zealandisby
truck
✓Projected to remain relatively stable over the
foreseeable future
–Industry services key sectors includingconstruction,
wholesale, retail, agricultural and forestry sector
✓The diversity of these markets helps to keep
industry revenue growth stable, as a decline in
one major market is typically offset by growth
in another
Positive outlook driven by infrastructure and general freight
Freight growth forecast 2012 versus2042
Sources:ANZClientInsights: TheNewZealandTransportandLogisticsSector,October2019; IBISWorld, Road Freight Transport in New Zealand, April 2020
The industry plays a vital role in New Zealand’s economy, providing essential freightservicestomanyindustries.
Itisacruciallinkacrosssupplychainsand iskeytoNewZealand’scompetitivenessasanexportingnation
Road freight industry market segmentation
+44%
+121%
+12%
+25%
+47%
+17%
+38%
+70%
+65%
+103%
+60%
+28%
+102%
+54%
-20406080100120140
Vehicle
Courier
Meat & wool
Steel & aluminium
Coal
Petroleum
Livestock
Waste
Horticulture & other
Limestone, cement & fertiliser
Dairy
Logs & timber
Concrete, aggregate & other minerals
General freight (manufacturing & retail)
Tonnes (m)
20122042
33
45
55
65
75
Sep-06Sep-08Sep-10Sep-12Sep-14Sep-16Sep-18Sep-20Sep-22Sep-24
NZ$b
ActualForecast
3.0
4.0
5.0
6.0
7.0
1991199620012006201120162021202620312036204120462051205620612066
Population (m)
ActualForecast
Key Drivers & Market Analysis
Key Industry Drivers
–The transport industry is partially sheltered from New Zealand’s
ongoing COVID-19 lockdowns, with an estimated 60% of the
workforce able to operate as essential services
–Post COVID-19 lockdowns, the New Zealandeconomy is expected to
rebound, having a positive flow-on effect to the industry, including:
✓Resumption of international trade;
✓Increase in GDP; and
✓Resumption of activity in key industries such as
construction, manufacturing, agricultureand services
New Zealand GDP
Sources: Stats NZ;ANZ Quarterly Economic Outlook September 2021; NZ Treasury Weekly Economic Update September 2021; RBNZ August 2021 Monetary Policy Statement Data
1.Year end as at30 June
2.Linear interpolation between 5-yearly estimates 2023 –2068
Freightactivityiscloselycorrelatedtopopulationandeconomicgrowth
New Zealand Population1991–2068
1
2
34
Key Industry Trends
Sustainability &
Technology
Shift to Multi Modal
3PL
•Increasing demand for environmental
sustainability, freight digitisation and
evolving supply chains
•Technological challenges to overcome
for wider heavy EV update
•Collaborative supply chains to unlock
improvements in environmental
sustainability
•Responding to decarbonisation through
fewer truck movements in favour of
long-distance rail remains a key priority
for the industry and government,
encouraged through road-user policies
•Coastal shipping vessels advantageous
in bulk movements but limited by
suitable infrastructure at ports
•Air freight unlikely to expand beyond
high-value, low-volume freight items
until COVID-19 restrictions ease
•Benefiting from growing global trend
toward outsourcing warehousing and
logistics
•Shift from traditional asset-based supply
chain to managed services model,
where capital-intensive capabilities
(warehousing, logistics and
distributions) are outsourced to 3PL
providers who can achieve cost
efficiencies and superior services
•Prevalence of online shopping reshaping
traditional warehouse-to-retail model
with a greater proportion of distribution
being undertaken on a direct-to-
customer basis
132
35
APPENDIX II
SUPPORTING INFORMATION
36
Our Board –post November ASM
Lorraine Witten
Independent Chair
Lorraine Witten was appointed
Independent Chair in
September 2021. She is an
experienced executive and
entrepreneur with extensive
commercial experience in
high growth and high change
environments. Her skillsare in
technology, ICT, construction,
services and network
economics, where she has 30
years’ experience in senior
management and finance
roles. Lorraine has20 years of
governance experience and is
a Fellow of the Institute of
Directors.
She currently sits on the board
of a number of private and
public companiesincluding
Pushpay, Horizon Energy
Group and Rakon.
PeterDryden
IndependentDirector
Peter is a professional
company director and
advisor, based in Taranaki. He
currently sits on the Boards of
several private and public
companies including Port
Taranaki and Aquafortus
Limited.
Peter has worked in leadership
positions across Asia, Australia
and New Zealand, and has a
strong background in the
development and
implementation of growth
strategies and change
management. He has
extensive executive
experience and was Managing
Director, Australia and New
Zealand, for DowAgroSciences
for nine years until May 2016.
Chris Dunphy
ExecutiveDirector
Chris Dunphy is a former
executive director of
Mainfreight and general
manager of Mainfreight’s
international division. Chris
joined Mainfreight in 1993 and
spearheaded their global
growth-by-acquisition
strategy, before resigning in
2003 to pursue private
investments in a number of
freight, shipping and logistics
businesses.
Chris assumed the role of
Executive Director of MOVE
Logistics Group on 27 July 2021
and owns a significant equity
stake in the business.
MOVE’sBoardhasawidebreadthofdomesticandinternational experience,providingabalanceofindustry
experts,customerinsights,capital marketsandtechnologyskillsetstoexecutestrategicobjectives
Mark Newman
IndependentDirector
Mark was appointed as an
Independent Director in July
2021. He has extensive
domestic and international
transport and logistics industry
expertise, having held senior
leadership roles with
Mainfreight for over 20 years,
asCEO Mainfreight Europe and
General Manager New
Zealand Transport. He has a
deep understanding of the
New Zealand transport
landscape along with a wealth
of experience in building
successful teams and
developing strong culture. His
extensive knowledge in
bringing together businesses,
brands and people are of
value as MOVE Logistics Group
moves into a new era.
Danny Chan
IndependentDirector
Danny is an experienced New
Zealand director with extensive
accounting andfinance and
investment and education
experience. He holds a number
ofdirectorships with companies
associated with his private
investments both in New
Zealand and offshore. He is a
member of the China Council
and was a memberof the
Department of Prime Minister
and Cabinet-China Project
Advisory Group.He is a Trustee
of Asia New Zealand Foundation
and a member of University of
Auckland Business School
Advisory Board. During the year
Danny completed histerm as a
member of the New Zealand
Market Disciplinary Tribunal.
Grant Devonport
Nominated Director
Grant is an experienced CFO
with extensive, multinational
experience, including in the
transport and logistics
industry.
He has been Group CFO of two
ASX-listed companies,
including Toll Holdings Limited,
and has over 20 years’
experience across multiple
industries including 9 years in
transport & logistics and
overseas experience in the UK.
Grant has held responsibility
for Board level strategy
development and execution,
as well as M&A, having led
change in the transport and
logistics sector.
Trevor Janes and James (Jim) Ramsay are retiring at the ASM in November and Grant Devonport has been nominated to be appointed as an Independent Director. Grant’s
appointment is subject to shareholder approval at the ASM
37
Our Leadership Team
Lee Banks
CFO
Lee has been with MOVE since
2013, starting out as the Group
Financial Controller and
became the CFO in 2019. She
is an experienced, senior
financial executive who has
held international roles in the
USA and Australia, in both the
service and manufacturing
sectors.
Lee was an integral part of the
reverse listing of TIL Logistics
in 2017. She holds a Bachelor
of Business Studies with a
major in accounting.
Chris Dunphy
ExecutiveDirector
Chris Dunphy is a former
executive director of
Mainfreight and general
manager of Mainfreight’s
international division. Chris
joined Mainfreight in 1993 and
spearheaded their global
growth-by-acquisition
strategy, before resigning in
2003 to pursue private
investments in a number of
freight, shipping and logistics
businesses.
Chris assumed the role of
Executive Director of MOVE
Logistics Group on 27 July 2021.
Chris Knuth
COO -Freight
Chris will join the MOVE team
in December 2021 as Freight
COO.
Chris worked for Mainfreight
for over 20 years, ultimately in
the role of Australian National
Operations Manager, including
assisting in overseeing an
acquisition completed by the
company during his tenure. He
also has experience in senior
management positions in
other transport companies
across New Zealand and
Australia, adding to his long
history in the transport and
logistics industry.
James Watters
COO –Contract Logistics
James will join MOVE in
November 2021, becoming
Contract Logistics COO.
He is highly experienced,
having previously held several
senior management roles in
the logistics and supply chain
management industry across
New Zealand and Australia,
including for one of Australia's
largest private companies.
38
MOVE’sleadership team is highly experienced and brings a wealth of knowledge to the table, having held
senior positions across several companies in the transport and logistics industry
MOVE’soriginsdatebackto1869whenHookerBros’wasfoundedinTaranaki.Overthepast25yearsMOVEhas
successfullyacquiredover20freight&logisticscompaniestocreatealeadingNewZealandplatform
Integration of3
distinct freight
operations
Managementbuyout
ofHookers
Acquired MOVE
Logistics(expansion
into warehousing
market)
Acquired NZExpress
(Whanganui)
(CentralOtago)
TIL Logistics reverse
listed on NZX via
takeover byBethunes
Investments
Acquired South
PacificTransport
(PalmerstonNorth)
(Otago /Southland)
Acquisition of
Specialist Liftingand
TransportGroup
JF Hooker
commenced inthe
Taranakitransport
industry
largest fueldelivery
company
Acquired NZLGroup
(Tauranga)
Acquired MultiTrans
First fuelhaulage
contractwon
Acquisition
of theremaining
50% ofATL
AcquiredMcAuley’sEstablishedPacificAcquiredRoadstarAcquiredAcquiredTullochAcquiredremainingAcquiredBeasley
Transport (LowerNI)Fuel Haul,NZ’s(Upper NorthIsland)50% ofATLTransport50%ofTNLGroupTransport(Hawkes
Bay)
Acquired
50%ofTNLGroup
(UpperSI)
2017201420172017201820202021
2014201320132009200920072004
186919891993199519992002
Rebrand to
MOVE Logistics
Group
History
39
Our Vision And Values
✓Ensure every employee arrives home safe
✓Training employees in the latest safety procedures
✓Using quality equipment
✓Do what we say we will do
✓Act openly and honestly
✓Value ethics and integrity
✓Do what is right
✓Focus on the needs of our customers
✓Aim to be customers’ logistics partner of choice
✓Easy to do business with
✓Collaborate and learn with our customers
✓Leader in logistics innovation
✓Welcome new technology and enthusiasm and interest
✓Look for ways to improve effectiveness and efficiency
✓Leader in sustainable logistics services
✓Create a sustainable strategy that focuses on our people,
customers, investors and communities
✓Emission reduction targets and transparent reporting,
aiming for a better environment for us all
✓Exceed expectations of customers
✓Create sustainable value for shareholders and
stakeholders
✓Cohesive group, empowering individual strengths
✓Opportunities to grow and develop
✓Show pride in appearance of ourselves and equipment
✓Promote a “can do” attitude
Our Vision is to be a premier transport and logistics company
40
Safety. Own it.
41
Safety is critical to our
success
Committed to building a
robust safety learning
culture
“SAFETY. OWN IT.”
Driver safety
Define and implement a robust
solution related to learning culture
and "in-vehicle" technical solutions
Improved tools to assist road and
driver safety
Inform learning initiatives as we
move from "who failed" to "what
failed" approaches to safety
systems
What we’re doing about
safety
Regional focus, under a new
management structure
Multiple safety systems to a new
risk-based solution across the
Group
Bolstering resources in this area as
we move to a framework for
health, safety and sustainability
Underpinned by a value-focussed culture
Climate change. We’re committed
Our carbon reduction plan
>Monitor our emissions to achieve carbon efficiency and sustainable
development
>Determine minimum carbon reduction commitments, developed in
line with New Zealand’s national reduction targets
>Four key initiatives
>Change fuel consumption (more to electric, hydrogen and efficiencies)
>Monitor driver behaviour
>Use new technologies to our advance
>Use of multi-modal solutions
Our Partners
42
62,249 TONNES
CO2 EMISSIONS
1
GENERATED 140,907KW
OF SOLAR ENERGY
FROM OUR ROLLESTON
WAREHOUSE
1.Subject to final Toitūcertification review
Hydrogen. Ready.
✓Operation of hydrogen-powered trucks and
being customer-facing to hydrogen suppliers
✓Ready to be a key player in the emerging
hydrogen economy, alongside start-up
operators and existing energy companies
looking to pivot
✓Logistics is the achilles-heel of hydrogen; we
have the willingness to find solutions
✓MOVE has the first two HYZON-brand
hydrogen-powered trucks being delivered to
NZ in 2022
✓We collaborate with partners including Hiringa
in the development of green-hydrogen
refuelling stations
✓MOVE is also seeking to work with new
entrants to develop green-energy solutions
involving hydrogen, ammonia and other
precursors
43
APPENDIX III
KEY RISKS
44
Key Risks
Like any investment, there are risks associated with an investment in MOVE shares. Before investing in MOVE, you should be awarethan an investment in MOVE has a number ofrisks, some of which are specific to
MOVE and some of which relate to listed securities generally, and many of which are beyond the control of MOVE. Additionally, some risks may be unknown and other risks, currently believed to be immaterial, could
turn out to be material. Whilst the section below aims to highlight some of the key risks, it is not exhaustive.
Before deciding whether to invest in MOVE shares, you must make your own assessment of the risks associated with the investment,including the inherent uncertainties due to the impact of Covid-19 noted below, and
consider whether such an investment is suitable for you having regard to all other MOVE continuous disclosure announcements and publicly available information, and consult your financial adviser and other
professional advisers.
IMPACT OF COVID-19 ON MOVE
The spread of Covid-19 and the actions taken in response by governments in New Zealand and other countries, including border controls, stay at home measures and travel restrictions, and the resulting effects on the
global economy have had, and may continue to have, a material adverse effect on MOVE, its financial performance and position,liquidity, financial condition and results of operations. The decline in economic activity
caused by the current Covid-19 restrictions in New Zealand, has had a particular impact on the fuel operations in the Contract Logistics division through the fall in consumer demand. In addition, the Freight division,
despite being an essential service, is feeling the impact of there being less goods in the overall system as a result of the disruption to global supply chains and lower economic activity. There are also expected delays in
sourcing new overseas manufactured equipment such as trucks, with lead times extending potentially beyond 12 months.
It is also likely that there will be further unforeseen negative impacts from the Covid-19 pandemic, of an as-yet unknown magnitude and duration. It is not currently clear when these negative impacts will begin to abate.
MOVE will continue to respond to the challenges facing it, but there is no certainty as to the severity or likelihood of suchunforeseen impacts arising nor whether any mitigating action can be taken or will be effective.
LOSS OF KEY CUSTOMERS
Any loss of key customers may have a material adverse effect on MOVE’s financial performance. MOVE could lose a key customerfor a number ofreasons. Many of MOVE’s contracts with customers are subject to
tender and renewal processes and there is a risk that MOVE may not be successful in tender or contract renewal processes or willbe unable to renew contracts on the same or better terms. In addition, MOVE’s
customer contracts can generally be terminated on short notice for a breach of contract which MOVE is unable to remedy and in some casescan be terminated on a longer notice period without cause by the relevant
customer. Other factors that could lead to a loss of customers include failing to deliver freight on time, damaging freight in transit, consolidation of customers and increased competition. The magnitude of the impact of
the loss of a key customer on MOVE’s financial performance would depend on the revenue generated by that customer and MOVE’s ability to successfully redeploy its fleet.
MOVE manages the risk of losing key customers by maintaining strong relationships with most of its key customers, even thougha number ofthem require MOVE to tender for their business on a regular basis. These
relationships, together with MOVE’s specialist fleet, mean that the Company is in a strong position when it comes to winning tenders to retain existing customers. In addition, MOVE aims to minimise the significance of
this risk through avoiding over-reliance on any one key customer relationship.
REVENUE FROM KEY INDUSTRY SECTORS MAY REDUCE
MOVE is subject to the potential reduction in demand for services from customers within the key industry sectors in which it operates. Any reduction in demand from customers within a key industry sector may have a
material adverse effect on MOVE’s financial performance. MOVE’s customer contracts do not provide for any minimum volume commitments from its customers. A general reduction in New Zealand’s level of
consumption of particular goodswithin a key industry sector serviced by MOVE may reduce demand for its services, adversely affecting MOVE’s revenue, profitability and growth. If any significant reduction in demand
was to eventuate, the impact on MOVE’s revenue and profitability could be material.
MOVE aims to minimise this risk through diversification of its customer base. The customer base, although relatively concentrated, is diverse across a wide range of industries, which hedges fluctuations. This risk is
further minimised by MOVE’s ability to “cross train” resources (including staff and vehicles) so that resources may be allocatedto those divisions of the business where they can be best utilised at the relevant time.
45
Key Risks
HEALTH AND SAFETY RISKS
MOVE engages in potentially high risk activities including the transportation of petroleum product dangerous goods by road tanker and the operation of heavy equipment (such as trucks and forklifts). As a result, there is
a potential risk to the health and safety of MOVE’s employees and contractors, as well as its customers and members of the public (for example, as a result of road accidents or spillages of dangerous goods). If MOVE
does not comply with its health and safety obligations it could be subject to a range of enforcement activity, including directions to take remedial action and/or summary criminal prosecutions and fines, if convicted. In
addition, an increase in the level of health and safety incidents, or a particularly serious accident, has the potential to negatively affect MOVE’s revenues and profitability, including as a result of damage to MOVE’s
reputation, brand or staff culture.
MOVE manages this risk by maintaining health and safety policies and procedures and reinforcing these policies through regular workplace updates and training sessions. In addition, MOVE undertakes regular health
and safety audits and is well positioned to take advantage of technological methods for monitoring compliance with health andsafety policies and procedures, such as the ability to remotely monitor vehicle speeds and
driver fatigue.
LABOUR AVAILABILITY AND COST
MOVE’s future success relies on its ability to continue to recruit, retain and motivate suitably skilled and qualified personnel, particularly qualified truck drivers. There is currently a shortage of truck drivers in New
Zealand and, as a result, MOVE may face strong competition and increased labour costs to recruit and retain such personnel. As labour costs (including wages, salaries and other employment related expenses) constitute
a significant portion of MOVE’s operating expenses, these additional costs could have a material impact on MOVE’s financial performance. MOVE endeavours to pass labour costs on to its customers, however, if labour
costs fluctuate materially, MOVE may not be able to pass on all of those costs or its margins may be materially reduced.
RELIANCE ON NEW ZEALAND’S TRANSPORT INFRASTRUCTURE
The New Zealand transport industry depends on the ongoing fitness and availability of New Zealand’s transport infrastructure such as roads, ports and ferries. MOVE’s delivery schedule can be materially affected in the
event that a key infrastructure route is impassable or restricted by the relevant MOVE vehicle as a result of closure, works or,in the case of the Cook Strait, reduced ferry capacity. Such a disruption can result in MOVE
being required to divert its fleet via an alternative route, which can involve MOVE incurring additional costs. Further, it can impact MOVE’s customer relationships if targeted delivery times are not able to be achieved as
a result (although MOVE generally excludes liability arising as a result of a delay caused by such an event).
EXECUTION RISK OF TRANSFORMATION AND TURNAROUND
Under new leadership, MOVE has embarked on a transformation of the business, which has seen it reduce from five divisions to two, and the appointment of two new Chief Operating Officers to lead those divisions.
The Company is also pivoting to a more multi modal approach to how it manages freight, embracing the owner-driver model and focusing on upgrading talent and improving the culture within the business.
These changes are significant for an established business such as MOVE which is made up of a number of business units with distinct operations, cultures, customers and competencies. A failure in executing the
turnaround and transformation of the business could result in a number of the initiatives not realising their potential, witha loss of key employees and customers.
46
APPENDIX IV
FOREIGN SELLING RESTRICTIONS
47
Foreign Selling Restrictions
This document does not constitute an offer of entitlements (“Entitlements”) or new ordinary shares ("New Shares") of MOVE Logistics Group Limited (“MOVE”) in any jurisdiction in which it would be unlawful. In particular,
this document may not be distributed to any person, and the Entitlements and New Shares may not be offered or sold, in any country outside New Zealand and Australia except to the extent permitted below.
Australia
This document and the offer of Entitlements and New Shares under the Offer (and the relevant offer document for the purposes of that offer) are being made available in Australia in reliance on the Australia Securities and
Investments Commission Corporations (Foreign Rights Issues) Instrument 2015/356 or otherwise to persons to whom the Offer canbemade without a formal “disclosure document” under Chapter 6D of the Australian
Corporations Act 2001 (Cth) (“Australian Corporations Act”).
This document is not a prospectus, product disclosure statement or any other formal “disclosure document” for the purposes ofAustralian law or the Australian Corporations Act 2001 (“Australian Corporations Act”) and is not
required to, and does not, contain all the information which would be required in a “disclosure document” under Australian law or the Australian Corporations Act. It may contain reference to dollar amounts which are not
Australian dollars, may contain financial information which is not prepared in accordance with Australian law or practices, may not address risks associated with investment in foreign currency denominated investments and
does not address Australian tax issues. This document has not been, and will not be, lodged or registered with the AustralianSecurities and Investments Commission or the Australian Securities Exchange and the issuer is not
subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial productadvice for the purposes of Chapter 7 of the Australian Corporations Act.
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the
Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). Accordingly, this document may not be distributed, the Entitlements and the
New Shares may not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the Entitlements and the New Shares has been or will be issued, or has beenor will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere
that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permittedto do so under the securities laws of Hong Kong) other than with respect to the Entitlements and the
New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors . No person allotted Entitlements or New Shares may sell, or offer to sell, such securities in
circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of this document, you
should obtain independent professional advice.
Singapore
This document and any other materials relating to the Entitlements and the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly,
this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Entitlements and New Shares, may not be issued, circulated or distributed, nor may the
Entitlements and New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whetherdirectly or indirectly, to persons in Singapore except pursuant to and in accordance with
exemptions in Subdivision (4) of Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions
of the SFA.
This document has been given to you on the basis that you are (i) an "institutional investor" (as defined in the SFA) or (ii) an "accredited investor" (as defined in the SFA). If you are not an investor falling within one of the
categories, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the Entitlements or the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire
Entitlements or New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
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49
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Corporate Action Notice
(Other than for a Distribution)
Page 1 of 2
Section 1: issuer information (mandatory)
Name of issuer MOVE Logistics Group Limited
Class of Financial Product Ordinary shares
NZX ticker code MOV
ISIN (If unknown, check on NZX
website)
NZMOWE0001S5
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
Renounceable
Rights issue
X
Capital
reconstruction
Non
Renounceable
Rights issue
Call Bonus issue
Record date 29/10/2021 (6.00 pm)
Ex-Date (one business day before the
Record Date)
28/10/2021
Currency NZD
Section 2: Rights issue (delete if not applicable)
Number of Rights to be issued 28,655,190 entitlements (subject to rounding)
Number of Financial Products to be
issued under the Rights issue
Up to 28,655,190 ordinary shares (subject to
rounding)
ISIN of Rights Security (if applicable) N/A
Minimum entitlement N/A
Oversubscription facility N
Entitlement ratio (for example 1 for 2) New 1 Existing 3.06
Treatment of fractions Rounded down to the nearest whole number
Subscription price $1.40 per new share to be issued under the offer
Letters of entitlement mailed Offer document (and acceptance form) will be sent to
eligible retail shareholders on or about 1 November
2021
Offer open Institutional component of Offer: 27/10/2021
Retail component of Offer: 1/11/21
Offer close Institutional component of Offer: 27/10/2021
(5.00pm)
Retail component of Offer: 12/11/21 (5.00pm)
2 of 2
Quotation Date
1
(if applicable) N/A
Allotment Date Institutional component of Offer: 5/11/21
Retail component of Offer: 18/11/21
Section 3: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Charles Bolt
Contact person for this announcement Charles Bolt
Contact phone number +64 21 889 533
Contact email address charles.bolt@movelogistics.com
Date of release through MAP 27 October 2021
1
The Quotation date for Rights will be the Ex Date.
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103954.8 - 1317320-2
27 October 2021
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT
REGULATIONS 2014
1. MOVE Logistics Group Limited (“MOVE”) has announced that it intends to undertake an accelerated
renounceable entitlement offer of new fully paid ordinary shares in MOVE (the “Offer”).
2. The Offer is being made to investors in reliance upon the exclusion in clause 19 of Schedule 1 to the
Financial Markets Conduct Act 2013 (the “FMCA”).
3. This notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (the “Regulations”).
4. As at the date of this notice:
(a) MOVE is in compliance with the continuous disclosure obligations that apply to it in relation to
the ordinary shares in MOVE;
(b) MOVE is in compliance with its financial reporting obligations (as defined in subclause 20(5) of
Schedule 8 to the Regulations); and
(c) there is no information that is “excluded information” (as defined in subclause 20(5) of
Schedule 8 to the Regulations).
5. The Offer is not expected to have any effect on the control of MOVE within the meaning set out in
clause 48 of Schedule 1 of the FMCA.
On behalf of MOVE Logistics Group Limited
Lorraine Witten
Chair
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.