$9m Placement completion and opening of Share Purchase Plan

MEDIA RELEASE
TradeWindow announces successful completion of $9m
Placement and opening of Share Purchase Plan
Auckland, NZ – 14 July 2022
Trade Window Holdings Ltd (TradeWindow) advises that it has received
subscriptions in excess of the $9 million sought for the private placement as
announced on 12 July 2022. The Placement was strongly supported, attracting
bids in excess of the total offer amount.
The Placement was conducted at a fixed price of $0.70 per share, representing a
30.7% discount to the closing price of $1.01 on 11 July 2022.
TradeWindow CEO AJ Smith said: "We are extremely pleased with the outcome of
the placement, which was well supported by both existing and new shareholders.
The capital raising provides TradeWindow with the funding to continue to execute
on quality growth opportunities moving forward."
Settlement and allotment of the new shares issued under the Placement is
expected to occur on Wednesday, 20 July 2022.

The Share Purchase Plan opens today

TradeWindow is pleased to also announce the opening of its $1 million Share
Purchase Plan (SPP), which forms part of TradeWindow’s approximately $10
million capital raising.
The SPP is open to TradeWindow shareholders recorded on TradeWindow’s
register as at 5.00pm (NZ time) on 11 July 2022 that:
a) have an address in New Zealand; and
b) are not acting for the account or benefit of a person who resides outside
New Zealand.
Eligible shareholders will receive their application forms to apply for up to a
maximum of $15,000 of new shares per shareholder at an issue price equal to the
lower of:
a) $0.70 per new share (being the same issue price as the Placement); and
b) a 2.5% discount to the volume weighted average price of TradeWindow
shares traded on the NZX during the five trading days up to, and including,
the end of the SPP offer period.
TradeWindow has the ability to accept additional applications at its discretion,
and if scaling of the SPP is required, applications will be scaled having regard to
existing shares held at 5.00pm (NZ time) on 11 July 2022 (being the Record Date
for the SPP).
The new shares will rank equally with existing TradeWindow shares on issue.

Eligible shareholders can apply online at
https://www.shareoffer.co.nz/tradewindow.io until 5.00pm (NZ time) on Monday, 25
July 2022.

The SPP offer document can be found at
https://www.shareoffer.co.nz/tradewindow.io

Event Date
Record date Monday, 11 July 2022
SPP opens Thursday, 14 July 2022
Entitlement letters sent to eligible shareholders Thursday, 14 July 2022
SPP closes (last time for applications)
5.00pm (NZ time),
Monday, 25 July 2022
SPP results and issue price announced Thursday, 28 July 2022
Settlement of Share Purchase Plan and commencement of trading of
allotted New Shares on the NZX
Friday, 29 July 2022

The dates are subject to change and are indicative only. TradeWindow reserves the
right to alter the key dates, subject to applicable laws and NZX Listing Rules.

Further information

For further information in respect of the Placement and SPP, please refer to the
capital raising presentation released to the NZX on 12 July 2022.

More investor information about TradeWindow, including the Listing Profile and
investor presentation, is available at www.nzx.com under the ticker "TWL".

ENDS

Released for and on behalf of TradeWindow by:
Deidre Campbell
Chief Financial Officer

For further information:
Investors
Andrew Balgarnie
TradeWindow
+64 27 227 3541
Media
Coran Lill
The Project
+64 27 342 3836


About TradeWindow:
Founded in December 2018, TradeWindow is an early-stage software company that provides digital
solutions for exporters, importers, freight forwarders, and customs brokers to drive productivity, increase
connectivity, and enhance visibility. TradeWindow’s software solutions integrate to form a cohesive
digital trade platform that enables customers to more efficiently run their back-end operations, share
information and securely collaborate with a global supply chain made up of customers, ports,
terminals, shipping lines, banks, insurance companies, and government authorities.
www.tradewindow.io

Not for distribution or release in the United States.
This announcement is not financial product advice and has not taken into account your objectives, financial
situation or needs. This announcement has been prepared for release in New Zealand. This announcement does
not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any
jurisdiction in which such an offer would be illegal. The offer and sale of the shares referred to in this announcement
have not been and will not be registered under the U.S. Securities Act of 1933 (the U.S. Securities Act) or the
securities laws of any state or other jurisdiction of the United States. Accordingly, the new shares to be offered and
sold in the Placement may not be offered or sold, directly or indirectly, in the United States or to persons that are
acting for the account or benefit of persons in the United States, unless they have been registered under the U.S.
Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements
of the U.S. Securities Act and any other applicable state securities laws. The new shares to be offered and sold in
the SPP may not be offered or sold, directly or indirectly, to any person in the United States or any person acting for
the account or benefit of a person in the United States.

---

Tr a d eW i n d ow
Share Purchase
Plan (SPP)
Offer Booklet
12 July 2022
This is an important document. You should read the whole
document before deciding whether to subscribe for shares. If you
have any doubts as to what you should do, please consult your
broker, financial, investment or other professional adviser.

KEY INFORMATION
Eligibility
Transferability
Equal participation
Application amount
Issue Price of Shares
Receiving your Shares
How to apply
Scaling
You may participate in this share purchase plan (SPP) if you were a shareholder of Trade Window
Holdings Limited (TradeWindow) at 5:00pm NZT on the Record Date of 11 July 2022, with a registered
address in New Zealand. You may not participate if you hold the Shares on behalf of another person
who resides outside New Zealand. In particular, you are not eligible to participate in the SPP if you are
in the United States or are acting for the account or benefit of a person in the United States. If you are
acting for the account or benefit of a person in the United States, you are not permitted to apply for or
acquire Shares for, or for the account or benefit of, that person.
The Offer made under this SPP is personal to you. It cannot be transferred to another person.
Each Eligible Shareholder has the right to apply for the same maximum value of Shares on the same
terms and conditions as each other Eligible Shareholder.
If you wish to participate in this SPP, you apply for a dollar amount of Shares, not for a certain number
of Shares. Eligible Shareholders can apply for Shares up to a maximum of NZ$15,000.
The Shares will be issued at the lower of the price paid by investors in TradeWindow’s recent
Placement, being NZ$0.70 per Share or a 2.5% discount to the five day VWAP during the last five
trading days prior to, and including, the SPP Closing Date.
You will receive your Shares on or about 29 July 2022, unless the Closing Date is extended.
If you wish to apply, please make your application online at www.shareoffer.co.nz/tradewindow. If you
are a Custodian, the registrar will contact you directly with instructions. To determine whether you are
a Custodian, refer to clause 4 of the Terms and Conditions. Online applications MUST be received by
the Share Registrar by 5:00pm NZT on Monday, 25 July 2022 to be accepted.
TradeWindow may accept applications for up to NZ$1 million of Shares in aggregate under this SPP,
with the ability for TradeWindow to accept oversubscriptions at its absolute discretion to ensure it
has sufficient flexibility to cater for demand from its retail shareholder base. If TradeWindow receives
applications for Shares in excess of $1 million (plus the total amount of oversubscriptions accepted
by TradeWindow, if any), TradeWindow will scale back the number of Shares to be allotted under
this SPP to each Applicant by reference to the shareholders' holding of Shares at 5:00pm NZT on
the Record Date of the SPP (see clause 3 of the Terms and Conditions for more information about
scaling).
Defined words and expressions used in this document are capitalised – see Glossary for their definition.
2

Contents
01 IMPORTANT INFORMATION
02 CHAIR'S LETTER
03 QUESTIONS AND ANSWERS
04 TERMS AND CONDITIONS
05 GLOSSARY
06 DIRECTORY
05
07
08
11
19
21
3

DATE EVENT SUMMARY
11 July 2022 Record Date The date on which Eligible Shareholders are determined
(at 5:00pm NZT).
14 July 2022 Opening Date SPP opens.
25 July 2022 Closing Date The SPP closes at 5:00pm NZT, unless extended.
Online applications must be received by the Share Registrar
by this time.
28 July 2022 Announce results of SPP Announcement of the results of the SPP is expected to be
made on the NZX.
29 July 2022 Settlement Date Settlement on the NZX.
29 July 2022 Allotment Date Shares allotted on the NZX.
29 July 2022 Commencement of Trading of Shares allotted under the SPP is expected to
trading on NZX commence on the NZX.
1 August 2022 Despatch Date Transaction confirmation despatched to participating
shareholders.
* TradeWindow reserves the right to alter the key dates for the SPP (subject to NZX Listing Rules and applicable laws).

K E Y DAT E S *
4

IMPORTANT
INFORMATION
01
GENERAL INFORMATION

This document has been prepared by TradeWindow in connection
with an offer of new ordinary Shares.
The SPP is made to Eligible Shareholders under the exclusion in
Clause 19 of Schedule 1 of the Financial Markets Conduct Act
2013 ("FMCA").
This document is not a product disclosure statement or
prospectus or other disclosure document for the purposes of the
FMCA or any other law, and does not contain all of the information
which may be required in order to make an informed investment
decision about the Shares, the SPP or TradeWindow.
FURTHER IMPORTANT INFORMATION

A presentation providing further important information in
relation to TradeWindow and the SPP has been published by
TradeWindow on 12 July 2022 (the "Investor Presentation"). A
copy of the Investor Presentation and other important information
released on 12 July 2022 are available at www.nzx.com under the
ticker code "TWL".
The Investor Presentation includes details of the rationale for the
SPP. It also explains in more detail the expected impact of the
SPP, including a non-exhaustive summary of certain key risks
associated with TradeWindow and the SPP.
You should read the Investor Presentation in full, as it contains
important information to assist you in making an investment
decision in respect of the SPP. In particular, you should read and
consider the information under the heading “Risk factors” before
making an investment decision.
ADDITIONAL INFORMATION

TradeWindow is subject to continuous disclosure obligations
under the NZX Listing Rules. Market releases by TradeWindow
are available at www.nzx.com under ticker code TWL. You are
strongly cautioned not to place undue reliance on any forward
looking statements such as indications of, and guidance on,
future earnings and financial position and performance in any
market releases made by TradeWindow. This is particularly the
case given that there is an increased risk of wide fluctuations
and volatility in the share prices for many listed companies, as
a result of the ongoing impacts of COVID-19 and other recent
world events on the share market.
TradeWindow may, during the SPP, make additional releases
to NZX. Shareholders should monitor TradeWindow's market
announcements during the period of the SPP. Subject to
applicable law, no release by TradeWindow to the NZX will permit
an applicant to withdraw any previously submitted application
without TradeWindow's consent, whether or not there has been
any permissible variation of the SPP.
The market price for the Shares may change between the date
this SPP opens, the date you apply for Shares under the SPP, and
the date on which the Shares are allotted to you. Accordingly:
• the price paid for Shares under the SPP may be higher or
lower than the price at which Shares are trading on the NZX
at the time shares are issued under the SPP;
• the market price of new Shares following allotment may be
higher or lower than the Issue Price; and
• it is possible that up to or after the allotment of the new
Shares, you may be able to buy Shares at a lower price than
the Issue Price.
5

OFFERING RESTRICTIONS

This document is intended for use only in connection with the
SPP to Eligible Shareholders with a registered address in New
Zealand. This document does not constitute an offer or invitation
in any place in which, or to any person to whom, it would not be
lawful to make such offer or invitation. No action has been taken
to permit a public offering of the Shares in any jurisdiction outside
New Zealand. The distribution of this document (including an
electronic version) in a jurisdiction outside New Zealand may be
restricted by law and persons who come into possession of it
(including nominees, trustees or Custodians) should seek advice
on and observe any such restrictions. Any failure to comply
with such restrictions may contravene applicable securities
law. TradeWindow disclaims all liability in respect of any such
contravention by any other person.
In particular, this document does not constitute an offer to sell, or
a solicitation of an offer to buy, any Shares in the United States.
The offer and sale of the Shares have not been, and will not be,
registered under the U.S. Securities Act of 1933 ("U.S. Securities
Act") or the securities laws of any state or other jurisdiction of the
United States and accordingly, the Shares may not be offered, sold
or otherwise transferred, directly or indirectly, in the United States,
or to any person acting for the account or benefit of a person
in the United States (to the extent such person is acting for the
account or benefit of a person in the United States).
No person may subscribe for, purchase, offer, sell, distribute or
deliver the Shares, or be in possession of, or distribute to any other
person, any offering material or any documents in connection
with the Shares, in any jurisdiction other than in compliance with
all applicable laws and regulations. Without limiting the foregoing,
this document may not be sent to or distributed in the United
States.
TradeWindow may refuse any Application received from a person
TradeWindow does not consider may participate in the SPP.
CHANGES TO THE OFFER

Subject to the NZX Listing Rules and applicable laws,
TradeWindow reserves the right to alter the dates set out in this
document. TradeWindow reserves the right to withdraw the SPP
and the issue of new Shares at any time before the Allotment Date
at its absolute discretion.
NO GUARANTEE
No person named in this document (nor any other person)
guarantees the Shares to be issued pursuant to the SPP or
warrants the future performance of TradeWindow or any return on
any investment made pursuant to this document.
DECISION TO PARTICIPATE IN THE OFFER
The information in this document does not constitute a
recommendation to acquire Shares or financial product advice
to you or any other person. This document has been prepared
without taking into account the investment objectives, financial, or
taxation situation or particular needs of any Applicant or investor.
Before deciding whether to invest in Shares, you must make your
own assessment of the risks associated with an investment
in TradeWindow (including the inherent uncertainties as to the
impact of COVID-19 and the summary of the key risks as set out
under the heading “Risk factors” in the Investor Presentation), and
consider whether such an investment is suitable for you having
regard to publicly available information (including the Investor
Presentation), your personal circumstances and following
consultation with a financial or other professional adviser. Please
read this document carefully and in full before making that
decision.
PRIVACY
Any personal information you provide online will be held by
TradeWindow and/or the Share Registrar at the address set out
in the Directory. This information will be used for the purposes of
administering your investment in TradeWindow. This information
will only be disclosed to third parties with your consent or if
otherwise required by law. Under the Privacy Act 2020, you have
the right to access and correct any personal information held
about you.
ENQUIRIES
Enquiries about the SPP can be directed to an NZX Primary
Market Participant, or your solicitor, accountant or other
professional adviser. If you have any questions about how to apply
online, please contact TradeWindow’s Share Registrar (refer to
page 22 for contact details).
DEFINED TERMS
Capitalised terms used in this document have the specific
meaning given to them in the Glossary at the back of this
document.
6

Dear TradeWindow Shareholder
TRADE WINDOW HOLDINGS LIMITED – SHARE
PURCHASE PLAN
On behalf of the board of directors of TradeWindow, I am pleased
to provide Eligible Shareholders the opportunity to subscribe for
Shares in TradeWindow through this SPP. Eligible Shareholders
are all persons who were recorded in TradeWindow’s share
register at 5:00pm NZT on 11 July 2022 as being a holder of
TradeWindow Shares and having an address in New Zealand.
The SPP is part of TradeWindow’s equity raising initiative
announced on 12 July 2022, whereby TradeWindow undertook
a private placement of Shares to institutional and other
select investors at the price of NZ $0.70 per Share, and for
which it received $9 million of irrevocable subscriptions (the
"Placement"). Settlement of the Placement is expected to
occur on 20 July 2022. TradeWindow is seeking to raise up to
NZ$1 million under the SPP, however, TradeWindow can elect
to accept oversubscriptions at its absolute discretion to ensure
that it has sufficient flexibility to cater for demand from its retail
shareholder base.
The proceeds from the equity raise will be used as follows:
• drive organic growth across Australia and New Zealand;
• build a global trade platform by converging acquired and
proprietary solutions; and
• accelerating global expansion opportunities including the
build out of a sales agency network in Asia.
The board considers that it is important to offer a SPP to
all eligible New Zealand shareholders of TradeWindow to
enable them to participate in the capital raising and acquire
new TradeWindow Shares at the same price or lower than the
Placement. Each Eligible Shareholder may elect to subscribe
for up to NZ$15,000 of TradeWindow Shares, subject to scaling.
The price per Share under the SPP will be the lower of NZ$0.70,
being the price paid by investors in TradeWindow’s recent
Placement, and a 2.5% discount to the five-day VWAP during
the last five trading days prior to, and including, the SPP Closing
Date. Furthermore, the SPP provides Eligible Shareholders the
opportunity to purchase additional Shares in TradeWindow
without incurring brokerage or other transaction costs.
Details of the SPP, including terms and conditions of the SPP
and an explanation of how you can participate, are contained in
this document and the Online Application Form. All documents
relating to the SPP as well as the Investor Presentation and other
important information released on 12 July 2022 are available
online at www.shareoffer.co.nz/tradewindow. We encourage
you to read these documents carefully before you decide
whether to participate. Please note that if TradeWindow receives
applications in excess of $1 million (plus the total amount of over
subscriptions accepted by TradeWindow, if any), applications
will be scaled back on a proportionate basis in accordance with
the number of TradeWindow Shares held by the Applicant on the
Record Date (being 5:00pm NZT on 11 July 2022).
We also suggest that you seek financial, investment or other
professional advice before making an investment decision.
If you wish to participate in the SPP, you must ensure that you
submit an online application and make payment so that it is
received no later than 5:00pm NZT on 25 July 2022. Shares
under the SPP are expected to be allotted on or around 29 July
2022, unless the Closing Date is extended.
On behalf of the board, please consider this opportunity. We
thank you for your ongoing support of TradeWindow.
Yours sincerely,




Alasdair MacLeod
Chair
Trade Window Holdings Limited
CHAIR'S
LETTER
02
7

QUESTIONS AND
ANSWERS
03
The SPP allows Eligible Shareholders to purchase Shares in
TradeWindow without incurring brokerage or other transaction
costs. You are eligible to participate in the SPP if you are a
shareholder of TradeWindow and:
a) you were registered as a holder of fully paid Shares at
5:00pm NZT on the Record Date, which is 11 July 2022;
b) your registered address is in New Zealand;
c) you are not in the United States and you are not acting for
the account or benefit of a person in the United States (or
in the event that you are acting for the account or benefit
of a person in the United States, you are not applying for,
or acquiring, any Shares for the account or benefit of that
person); and
d) you do not hold the Shares on behalf of another person who
resides outside of New Zealand.
DEFINED WORDS AND EXPRESSIONS USED IN THIS SPP ARE CAPITALISED
- SEE THE GLOSSARY FOR THEIR DEFINITION. THESE QUESTIONS AND
ANSWERS ARE A SUMMARY ONLY AND YOU SHOULD REFER TO THE TERMS
AND CONDITIONS FOR FURTHER INFORMATION.
1.WHAT IS THE SHARE PURCHASE
PLAN?
8

The Issue Price will be the lower of:
•NZ$0.70, being the price paid by investors in TradeWindow’s
recent Placement (representing a 30% discount to the
closing price of TradeWindow Shares on the NZX of NZ$1.01
on 11 July 2022); or
• a 2.5% discount to the five day VWAP during the last five
trading days prior to, and including, the SPP Closing Date.
The Issue Price determined above is a New Zealand dollar
amount. The market price of the Shares may change between
the Opening Date, the date you apply for Shares under the SPP,
and the Allotment Date. The risks associated with this potential
market fluctuation are described in question 6 below.
Eligible Shareholders may elect to apply for a dollar amount of
Shares of up to a maximum amount of NZ$15,000, subject to
scaling.
If
you wish to participate in the SPP, you should complete an
Online Application in accordance with the instructions set out in
question 7 below and make payment for the value of the amount
applied for on the Application. If you are a Custodian, you will
also need to complete and provide a schedule to the registrar.To
determine whether you are a Custodian, refer to clause 4 of the
Terms and Conditions.
TradeWindow is inviting applications for up to NZ$1 million in
aggregate under the SPP, with the ability for TradeWindow to
accept oversubscriptions at its absolute discretion to ensure
that it has sufficient flexibility to cat er fo r de mand from its retail
shareholder base.
TradeWindow reserves the right to, at its absolute discretion,
scale any application for Shares under the SPP. If TradeWindow
receives applications in excess of $1 million (plus the total
amount of oversubscriptions accepted by TradeWindow, if any),
TradeWindow will scale back all applications on a proportionate
basis in accordance with the number of TradeWindow Shares
held by the Applicant (or, in the case of an application made
by a Custodian, the re lev
ant beneficial owner(s) named in the
schedule submitted) on the Record Date.
If your application is scaled back by TradeWindow, your
application monies will be greater than the value of the new
Shares you will be allotted at the Issue Price and a refund will be
issued in accordance with clause 6 of the Terms and Conditions.
The board of TradeWindow believes this is the most equitable
manner in which to deal with applications in excess of the funds
required under the SPP.
Any
fractional Shares allocated under the SPP will be rounded
down to the nearest whole Share and TradeWindow will retain
any difference due to rounding.
2.WHAT IS THE PRICE OF THE SHARES
AND HOW MANY CAN I PURCHASE?
If you own Shares through a trustee or Custodian, then subject
to certain certification requirements and other conditions, you
may instruct the trustee or Custodian to purchase Shares on
your behalf, up to the NZ$15,000 limit. If you own Shares through
a trustee or Custodian and also own Shares in your own name,
then you may either purchase Shares yourself or instruct your
trustee or Custodian to purchase Shares on your behalf. You may
not do both.
If you receive more than one copy of this document, or if you hold
Shares in more than one capacity (e.g. because you are both a
sole and joint holder of Shares), the maximum amount you may
apply to invest under the SPP in all capacities, and in aggregate,
is NZ$15,000. You may not purchase some Shares on your
own behalf and some Shares as a joint holder. By applying to
purchase Shares under the SPP, you represent that you have not
exceeded this NZ$15,000 limit.
If you are an Eligible Shareholder and hold Shares as Custodian,
you may apply for up to NZ$15,000 worth of new Shares for each
beneficiary

for

whom

you,

directly

or

indirectly,

act

as

Custodian

p
rovided that you complete, and submit a schedule to the
registrar and make payment.
All Shares issued under the SPP will be ordinary Shares of
TradeWindow, ranking equally with existing Shares quoted on
the NZX with the same voting rights and other entitlements.
Specifically, Eligible Shareholders who subscribe under the
SPP will be eligible to participate in any future dividends to be
declared by TradeWindow.
4.
3.
WHAT IF I OWN SHARES THROUGH
A TRUSTEE OR CUSTODIAN OR
OWN SHARES IN MORE THAN ONE
CAPACIT Y?
WHAT RIGHTS WILL THE SHARES
HAVE?
9

No. This Offer is personal to you and non-renounceable, so if
you elect not to purchase any Shares under the SPP you may not
transfer your right to purchase Shares under the SPP to anyone
else.
The market price for the Shares may change between the date
this Offer opens, the date you apply for Shares under the SPP,
and the date on which the Shares are allotted to you. This is
particularly the case given that there is an increased risk of the
wide fluctuations and volatility in the share prices for many listed
companies as a result of the ongoing impacts of COVID-19 on
the share market. Accordingly:
•
t
he price paid for Shares under the SPP may be higher or
lower than the price at which Shares are trading on the NZX
at the time shares are issued under the SPP;
•
t
he market price of new Shares following allotment may be
higher or lower than the Issue Price; and
•
i
t is possible that up to or after the allotment of the new
Shares, you may be able to buy Shares at a lower price than
the Issue Price.
The Share price is quoted on the NZX website: www.nzx.com
under the ticker code "TWL".
Eligible Shareholders may choose to subscribe for up to
NZ$15,000 of Shares pursuant to the SPP, subject to any
scaling. While TradeWindow has attempted to make the SPP
as fair as possible for Eligible Shareholders by providing for
the individual application cap to be NZ$15,000 of Shares, and
by providing that any scaling will be in reference to individual
shareholdings at 5:00pm NZT on the Record Date, the SPP is not
in accordance with your proportionate shareholding. Even if you
participate in the SPP, your shareholding in TradeWindow may
change.
L
arge
s
hareholders
m
ay
n
ot
b
e
a
ble
t
o
o
btain
s
ufficient

S
hares to maintain their percentage shareholding, while
smaller shareholders may be able to increase their percentage
shareholding. If you do not subscribe for any Shares under the
SPP, and other shareholders do subscribe for Shares, then your
percentage shareholding in TradeWindow will be reduced.
You should:
a) seek
y
our
o
wn
fi
nancial
a
dvice
i
n
r
elation
t
o
t
his
O
ffer
a
nd
y
our participation under the SPP; and
5.
6.
IS THIS OFFER TRANSFERABLE TO
ANOTHER PERSON?
WHAT ARE THE RISKS OF INVESTING
IN THE SPP AND WHAT IF I CHOOSE
NOT TO PARTICIPATE IN THE SPP?
b)read the Investor Presentation in full, as it contains
important information to assist you in making an investment
decision in respect of the SPP. In particular, you should
read and consider the information under the heading “Risk
factors” in the Investor Presentation before making an
investment decision.
If you wish to participate in the SPP, you can do so online at
www.shareoffer.co.nz/tradwindow.
By applying to purchase Shares under the SPP, you represent
that you have not exceeded the NZ$15,000 (in aggregate) limit.
If an Application Form is rejected, all of the amounts paid will
be refunded to the relevant Applicant. If applications are scaled
back, the Applicant will receive the number of Shares at the Issue
Price accepted by TradeWindow following scaling and a refund
of the balance of the relevant payment amount. All refunds will
be made without interest. Any amount less than NZ$5 due to
scaling or rounding will be retained by TradeWindow. Refunds
will
b
e
i
ssued
w
ithin
fi
ve
b
usiness
d
ays
f
ollowing
t
he
A
llotment

D
ate (see clause 6 of the Terms and Conditions for more
information).
You will not be able to withdraw or revoke your Application Form
once you have sent it in.
7.HOW DO I APPLY FOR SHARES
UNDER THE SPP?
The SPP opens on 14 July 2022 and is expected to close at
5:00pm NZT on 25 July 2022, unless extended. If you want to
participate you should ensure your application and payment is
received by 5:00pm NZT on the Closing Date (25 July 2022).
You will receive Shares issued to you under the SPP on the
Allotment Date, which is currently expected to be on or around
29

July

2022.

Confirmation

of

the

number

of

Shares

issued

to

y
ou under the SPP will be sent on the Despatch Date, currently
expected to be on or around 1 August 2022.
8.HOW LONG IS THE SPP OPEN AND
WHEN WILL I RECEIVE MY SHARES?
10

TERMS AND
CONDITIONS
04
IF YOU APPLY TO PARTICIPATE IN THE SPP BY
COMPLETING THE ONLINE APPLICATION FORM
(OR, IF APPLICABLE, APPLY AS A CUSTODIAN),
YOU ARE ACCEPTING THE RISK THAT THE
MARKET PRICE OF SHARES MAY CHANGE
BETWEEN THE OPENING DATE, THE DATE YOU
APPLY FOR SHARES UNDER THE SPP, AND
THE ALLOTMENT DATE. THIS MEANS THAT
IT IS POSSIBLE THAT UP TO OR AFTER THE
ALLOTMENT DATE, YOU MAY BE ABLE TO BUY
SHARES ON THE NZX AT A LOWER PRICE THAN
THE ISSUE PRICE.
WE ENCOURAGE YOU TO SEEK YOUR OWN FINANCIAL ADVICE
REGARDING YOUR PARTICIPATION IN THE SPP.
11

Record Date:Eligible Shareholders registered at 5:00pm NZT on 11 July 2022 may participate in
t h e S P P.
Opening Date:The Offer opens on 14 July 2022. This document will be sent to Eligible Shareholders
on 14 July 2022.
Closing Date:The Offer closes at 5:00pm NZT on 25 July 2022, unless extended. Online
applications and payment in accordance with the instructions provided must be
received by the Share Registrar by this time.
Announcement of
SPP Results Date:
The completion, Issue Price and results of the SPP will be announced on the NZX on
28 July 2022.
NZX Settlement Date:Settlement 29 July 2022.
Allotment Date:The Shares are proposed to be allotted on or around 29 July 2022, unless the Closing
Date is extended.
NZX Commencement
of trading:
TradeWindow expects the Shares allotted under the SPP will commence trading on
the NZX on the Allotment Date.
Despatch Date:TradeWindow expects that a transaction confirmation will be despatched to you on
or around 1 August 2022.
OFFER TIMETABLE
12

You may participate in the SPP if you are an Eligible
Shareholder. You are not eligible to participate in the SPP
if you are in the United States or are acting for the account
or benefit of a person in the United States. If you are acting
for the account or benefit of a person in the United States,
you are not permitted to apply for or acquire Shares for,
or for the account or benefit of, that person. Joint holders
of Shares are taken to be a single registered holder of
Shares for the purposes of determining whether they are
an Eligible Shareholder and the certification on the Online
Application is taken to have been given by all of them.
If you are an Eligible Shareholder, your rights under this
Offer are personal to you and non-renounceable, so you
may not transfer them.
TradeWindow accepts no liability where an Eligible
Shareholder does not receive any document relating to
the SPP in time.
2 .1.
2.2.
2.3.
3 .1.
3.3.
3.4.
3.5.
3.6.
3.2.
The Issue Price for Shares under the SPP is the lower of:
Eligible Shareholders may elect to purchase Shares up to
a maximum amount of NZ$15,000, subject to scaling, by
filling

in

the

appropriate

box

on

the

Application

Form.

Any

f
ractional Shares allocated under the SPP will be rounded
down to the nearest whole number of Shares.
The Issue Price is a New Zealand dollar amount. The
market price of the Shares may change between the
Opening Date, the date you apply for Shares under the
SPP, and the Allotment Date meaning that the Issue Price
paid for the shares may be below or above the market
price when the Shares are issued, allotted or when they
commence trading.
Eligible Shareholders may only make a single application
for Shares under the SPP. This applies to all Eligible
Shareholders, including those who receive more than
one offer under the SPP (for example, because they hold
Shares in more than one capacity) and including whether
the Eligible Shareholder is applying through a Custodian
or on his or her own behalf. Accordingly, if you own Shares
through a trustee or Custodian and also own Shares in
your own name, then you may either purchase Shares
yourself or instruct your trustee or Custodian to purchase
Shares on your behalf. You may not do both.
TradeWindow is inviting applications for up to NZ$1
million in aggregate under the SPP, with discretion for
TradeWindow to accept oversubscriptions at its absolute
discretion to ensure that it has sufficient flexibility to
cater for demand from its retail shareholder base. If
TradeWindow receives applications in excess of NZ$1
million (plus the total amount of oversubscriptions
accepted by TradeWindow, if any), TradeWindow will
scale back all applications on a proportionate basis in
accordance with the number of TradeWindow Shares held
by the Applicant (or, in the case of an application made
by a Custodian, the relevant beneficial owner(s) named
in the schedule submitted with the Application Form) on
the Record Date. The board of TradeWindow believes
this is the most equitable manner in which to deal with
applications in excess of the funds required under the
S P P.
To the maximum extent permitted by law, TradeWindow,
the Lead Manager and each of their respective related
bodies

corporate

and

affiliates,

and

each

of

their

r
espective
d
irectors,
o
fficers,
p
artners,
e
mployees,

r
epresentatives and agents, disclaim all liability.
TradeWindow and the Lead Manager reserve the right
to allocate entitlements to Shares under the SPP at their
discretion.
(a)
N
Z$0.70, being the price payable by investors in
TradeWindow’s recent Placement (representing a
30% discount to the closing price of TradeWindow
Shares on NZX of NZ$1.01 on 11 July 2022); or
(b) 2.5%
d
iscount
t
o
t
he
fi
ve
d
ay
V
WAP
d
uring
t
he
l
ast
fi
ve
t
rading days prior to, and including, the SPP Closing
Date.
ELIGIBLE SHAREHOLDERS
ISSUE PRICE AND NUMBER OF
SHARES
13

4 .1.
4.2.
4.3.
4.4.
Under the SPP, a Custodian is any Eligible Shareholder
having a registered address in New Zealand, that:
Custodians may apply to purchase Shares for an amount
greater than NZ$15,000, provided that the Custodian
only applies for no more Shares than collectively have
an aggregate application price of NZ$15,000 for each
beneficial owner for whom the Custodian acts as a
Custodian. Each beneficial owner may only direct the
Custodian to apply on behalf of that beneficial owner for a
s
ingle share parcel.
Custodians

must

confirm

to

TradeWindow

that

they

are

h
olding

Shares

as

a

Custodian

for

one

or

more

beneficial

o
wners and certify the matters described in clause 4.4
below by providing a schedule and make payment. If you
would like further information on how to apply for Shares
as a Custodian, you should contact TradeWindow’s Share
Registrar, Computershare Limited, at any time from
8:30am to 5:00pm NZT (Monday to Friday) prior to the
Closing Date on 25 July 2022.
If a Custodian applies to purchase Shares on behalf of one
or

more

beneficial

owners,

the

Custodian

certifies:
CUSTODIANS
(a)NZ$0.70, being the price payable by investors in
TradeWindow’s recent Placement (representing a
30% discount to the closing price of TradeWindow
Shares on NZX of NZ$1.01 on 11 July 2022); or
(b) 2.5% discount to the five day VWAP during the last five
trading days prior to, and including, the SPP Closing
Date.
(a)
t
hat the Custodian held Shares on behalf of:
(d)the dollar amount of Shares that each Participating
Beneficiary has instructed the Custodian, either
directly or indirectly through a Downstream
Custodian, to apply for on their behalf;
(e) that there are no Participating Beneficiaries in respect
of which the total of the application price for new
Shares applied for on their behalf under the SPP
exceeds NZ$15,000;
(f)that a copy of this document was given to each
Participating Beneficiary;
(g)where the Custodian holds Shares on behalf of a
Participating Beneficiary indirectly, through one or
more Downstream Custodians, the name and address
of each Downstream Custodian; and
(h) that the beneficial owner on whose behalf the
Custodian is submitting an Application is not making
an application as an Eligible Shareholder for Shares
under the SPP, and no other Custodian is submitting
an

Application

under

the

SPP

for

that

beneficial

o
wner.
(b) the
n
umber
o
f
P
articipating
B
eneficiaries
a
nd
t
heir
nam
es and addresses;
(c)
t
he number of Shares that the Custodian holds on
behalf

of

each

Participating

Beneficiary;
(i)
o
ne or more other persons that are not
Custodians; and /or
(ii)
a
nother Custodian (Downstream Custodian)
that

holds

beneficial

interests

in

Shares

on

b
ehalf of one or more other persons to which
those interests relate, on 11 July 2022 at
5:00pm

NZT

(each,

a

Participating

Beneficiary)

w
ho have subsequently instructed the
Custodian, and/or the Downstream Custodian,
to apply for Shares under the SPP on their
behalf;
Custodians are not permitted to participate in the SPP on
behalf of, and must not distribute this document or any
documents (including the Application) relating to this
SPP to, any person in the United States. In the event that a
Custodian

is

acting

for

the

account

or

benefit

of

a

person

i
n the United States, it is not permitted to participate in
respect of that person.
If you wish to participate in the SPP, you must complete
the Online Application Form at www.shareoffer.co.nz/
tradewindow and make payment in accordance with the
instructions provided. If you are a Custodian, you must
also complete a schedule which may be obtained from
TradeWindow’s Share Registrar, Computershare Limited,
as noted in clause 4.4 above.
Eligible Shareholders should make payment for the
value of the amount applied for on the Online Application
Form. To be valid, your application and payment must be
received by Computershare Limited by 5:00pm NZT on
25 July 2022. Applications (and, if applicable, Custodian
schedules) or payment received after that date will only be
accepted at TradeWindow’s discretion.
COMPLETING AN ONLINE
APPLICATION FORM AND
PAYING FOR SHARES
4.5.
5 .1.
5.2.
14

TradeWindow has discretion to accept or reject your
Application to purchase Shares under the SPP, including
(without limitation):
TradeWindow reserves the right to scale back at its
absolute discretion any application for Shares under the
SPP. If TradeWindow receives applications in excess of
NZ$1 million (plus the total amount of oversubscriptions
accepted by TradeWindow, if any), TradeWindow will
scale back all applications on a proportionate basis in
accordance with the number of TradeWindow Shares held
by the Applicant (or, in the case of an application made by
a

Custodian,

the

relevant

beneficial

owner(s)

named

in

the

s
chedule on the Record Date. The board of TradeWindow
believes this is the most equitable manner in which to deal
with applications in excess of the funds required under
t h e S P P.
If an application is rejected, all of the relevant amounts will
be refunded to the Applicant. If applications are scaled
back, the Applicant will receive the number of Shares
at the Issue Price in respect of which the application
is accepted and a refund of the balance of the relevant
application payment, being the difference between what
was paid on application and the value of the new Shares
to be allotted at the Issue Price. All refunds will be made
without interest.
Refunds will be made by direct credit to the bank account
held by TradeWindow’s Share Registrar, Computershare
Limited.

Refunds

will

be

issued

within

five

business

days

f
ollowing the Allotment Date.
TRADEWINDOW’S DISCRETION
TO ACCEPT, REJECT OR SCALE
BACK APPLICATIONS
6 .1.
6.2.
6.3.
6.4.
(a)your Application or Custodian Schedule (if applicable)
is incorrectly completed or incomplete or otherwise
determined by TradeWindow to be invalid;
(b)
y
our payment is dishonoured or has not been
completed correctly;
(c)
i
t appears that you are applying to buy more than
NZ$15,000 (in aggregate) of Shares (except if you
are a Custodian applying on behalf of more than one
beneficial

owners

in

accordance

with

clause

4.2);
(d)
T
radeWindow believes that you are not an Eligible
Shareholder or Custodian; or
(e)
T
radeWindow considers that your application does
not comply with these Terms and Conditions.
15

If you apply to participate in the SPP by completing and
returning an Online Application (and, if applicable a
Custodian Schedule), you will be deemed to make the
following representations, warranties and agreements:
SIGNIFICANCE OF SENDING
IN AN APPLICATION /
REPRESENTATIONS,
WARRANTIES AND
AGREEMENTS
7.1.
(a)you have received, read and understood this
document (including the "Important Information"
section) and the Investor Presentation (including the
information under the heading “Risk factors” in the
Investor Presentation) in their entirety;
(b)your application, on these Terms and Conditions, will
be irrevocable and unconditional (i.e. it cannot be
withdrawn);
(c)
y
ou certify to TradeWindow that you are an Eligible
Shareholder entitled to apply for Shares under these
Terms and Conditions;
(d)
y
ou agree to be bound by the Constitution of
TradeWindow;
(e)
y
ou certify that your acceptance of the SPP will not be,
or cause, a breach of any law in any jurisdiction;
(f)
y
ou certify to TradeWindow that you are not applying
for Shares under the SPP with an application price
in excess of NZ$15,000, even though you may have
received more than one offer under the SPP or
received offers in more than one capacity under the
SPP;
(g)
w
ithout limiting TradeWindow's discretion to accept
or reject applications in clause 6 above, you authorise
TradeWindow

(and

its

officers

or

agents)

to

correct

a
ny error in, or omission from, your Application (and, if
applicable, your Custodian Schedule) and to complete
the Application (and, if applicable, the Custodian
Schedule) by the insertion of any missing details;
(h)
y
ou acknowledge that TradeWindow may at any time
irrevocably determine that your Application (and,
if applicable, your Custodian Schedule) is valid, in
accordance with these Terms and Conditions, even
if the Application (or, as applicable, your Custodian
Schedule) is incomplete, contains errors or is
otherwise defective;
(i)you agree to indemnify TradeWindow for, and to pay
to TradeWindow within five business days of demand,
any dishonour fees or other costs TradeWindow may
incur;
( j)you acknowledge that none of TradeWindow, its
advisers or agents has provided you with investment
advice or financial product advice, and that none of
them has an obligation to provide advice concerning
your decision to apply for and purchase Shares under
the SPP;
(k)you acknowledge the risk that the market price for
the Shares may change between the Opening Date,
the date you apply for Shares under the SPP, and the
Allotment Date. This is particularly the case given
that there is increased risk of wide fluctuations and
volatility in the share prices for listed companies
as a result of the ongoing impacts of COVID-19 and
other recent world events on the share market.
Accordingly, you acknowledge that:
(i)
t
he price paid for Shares may be higher or lower
than the price at which Shares are trading on
the NZX at the time Shares are issued under the
SPP;
(ii)
t
he market price of Shares following allotment
may be higher or lower than the Issue Price;
(iii)
i
t is possible that up to or after the Allotment
Date, you may be able to buy Shares at a lower
price than the Issue Price; and
(iv)
a c
hange in the market price of Shares prior to
the Issue Price being determined may affect
the Issue Price;
(l)
y
ou acknowledge that TradeWindow is not liable for
any exercise of its discretions referred to in these
Terms and Conditions;
(m) you are not in the United States and are not acting for
the

account

or

benefit

of

a

person

in

the

United

States

(
or in the event that you are acting for the account or
benefit
o
f
a

p
erson
i
n
t
he
U
nited
S
tates,
y
ou
a
re
n
ot
a
pplying for, or acquiring, any Shares for the account
or

benefit

of

that

person);
(n)
y
ou understand and acknowledge that the Shares
have not been, and will not be, registered under the
U.S. Securities Act or the securities laws of any
state or other jurisdiction of the United States, and
accordingly, the Shares may not be offered, sold or
otherwise transferred, directly or indirectly, in the
United States, or to any person acting for the account
or

benefit

of

a

person

in

the

United

States

(to

the

e
xtent

such

person

is

acting

for

the

account

or

benefit
o
f a person in the United States);
16

If a Custodian applies to purchase Shares under the SPP
for

a

beneficial

owner

pursuant

to

clause

4.2:
7. 2 .
(a)
t
he process referred to in clause 7.1(f) will be taken to
be

given

by

the

beneficial

owner

on

whose

behalf

the

C
ustodian is applying to purchase Shares; and
(b)
i
n addition to the matters referred to in clause 7.1, the
Custodian

also

certifies

each

of

the

matters

set

out

in

t
hat section.
(o)you have not, and will not, send this document or
any materials relating to the SPP to any person in the
United States;
(p)if in the future you decide to sell or otherwise transfer
the Shares, you will only do so in the regular way for
transactions on the NZX where neither you nor any
person acting on your behalf know, or have reason to
know, that the sale has been pre-arranged with, or that
the purchaser is, a person in the United States;
(q)if you are acting as a trustee, nominee or Custodian,
each beneficial holder on whose behalf you are
applying for and acquiring Shares is resident in New
Zealand and is not in the United States; and
(r)you irrevocably and unconditionally agree to these
Terms and Conditions and agree not to do any act or
thing which would be contrary to the spirit, intention or
purpose of the SPP.
17

Shares issued under the SPP will rank equally in all
respects with, and have the same voting rights, dividend
rights and other entitlements as, existing Shares quoted
on the NZX. The Shares to be issued under the SPP
have been accepted for quotation on the NZX and it is
expected that the Shares will be quoted upon completion
of the allotment procedures. However, NZX Limited does
not accept any responsibility for any statement in this
document.
The issue of new Shares under the SPP up to a
maximum value of NZ$15,000 per Eligible Shareholder
(or per beneficial owner, in the case of holdings held
by Custodians) in New Zealand, is being undertaken
pursuant to NZX Listing Rule 4.3.1 (Share Purchase Plan)
in respect of the $15,000 of new Shares offered to each
Eligible Shareholder.
Notwithstanding any other term or condition of the SPP
and/or the Online Application, TradeWindow may, at its
discretion:
These Terms and Conditions shall be governed by and
construed in accordance with the laws of New Zealand.
If any dispute arises in connection with the SPP,
TradeWindow may settle it in any manner it thinks fit.
It may do so generally or in relation to any particular
participant, application or Share. TradeWindow’s
decision will be final and binding.
Unless otherwise determined by the directors of
TradeWindow, in the event of any inconsistency
between the Terms and Conditions of the SPP
and TradeWindow’s constitution, TradeWindow’s
constitution shall prevail.
TradeWindow reserves the right to waive compliance
with any provision of these Terms and Conditions (either
generally, or in respect of a particular Applicant or
Applicants).
You may obtain free of charge the most recent annual
report

and

financial

statements

of

TradeWindow

b
y contacting TradeWindow's Share Registrar,
Computershare, or you may download the reports from
the TradeWindow website: https://tradewindow.io/
investor-centre.
THE SHARES
AMENDMENTS TO THE SPP AND
WAIVER OF COMPLIANCE
FINANCIAL STATEMENTS
GOVERNING LAW
DISPUTES
INCONSISTENCY
8 .1.
10.1.
11.1.
12 .1.
13 .1.
10.2.
9.1.
8.2.
(a) make
n
on-material
m
odifications
t
o
t
he
S
PP
o
r
t
hese Terms and Conditions without notice (in which
case applications for Shares under the SPP will
remain binding on all Applicants notwithstanding
such

modification

and

irrespective

of

whether

a
n Application was received by Computershare
Limited,

before

or

after

such

modification

is

made);

a
nd/or
(b)
s
uspend or terminate the SPP at any time prior to
the issue of the Shares under the SPP. If the SPP is
terminated, application monies will be refunded to
Applicants without interest.
18

GLOSSARY
05
Allotment Date On or around 29 July 2022, unless the Closing Date is extended.
Applicant An applicant for Shares in the SPP.
Closing Date 5:00pm NZT on 25 July 2022, unless extended.
Custodian See clause 4.1 of the Terms and Conditions for the definition of
“Custodian”.
Custodian Schedule The schedule that must be submitted by an Applicant that is a
Custodian.
Despatch Date On or around 1 August 2022, unless extended.
Downstream Custodian See clause 4.4 of the Terms and Conditions for the definition of
“Downstream Custodian”.
Eligible Shareholder
A p
erson who, at 5:00pm NZT on the Record Date, was recorded in

T
radeWindow’s share register as being a registered holder of Shares

a
nd having an address in New Zealand. A person who holds


S
hares on behalf of another person who resides outside New Zealand
i
s not an Eligible Shareholder. In particular, a person is not eligible to
p
articipate in the SPP if it is in the United States or is acting for the
account

or

benefit

of

a

person

in

the

United

States.
FMCA
F
inancial Markets Conduct Act 2013.
Investor Presentation
A p
resentation providing further important information in relation to
T
radeWindow and the SPP published by TradeWindow on 12 July

2
022 and available at available at www.nzx.com under the ticker code
" T W L" .
19

Issue Price The price at which the Shares will be issued pursuant to the SPP, being the lower of the price paid by
investors in TradeWindow's recent Placement (NZ$0.70) or a 2.5% discount to the five day VWAP during
the last five trading days prior to, and including, the SPP Closing Date.
NZX NZX Limited or the main board financial product market it operates (as the context requires).
NZX Listing Rules The listing rules from time to time of the NZX.
NZX Settlement Date 29 July 2022.
Online Application Form An application for Shares under the SPP made through www.shareoffer.co.nz/tradewindow.io
Opening Date 14 July 2022.
Participating Beneficiary See clause 4.4 of the Terms and Conditions for the definition of “Participating Beneficiary”.
Placement The private placement of Shares announced to NZX on 12 July 2022.
Record Date 5:00pm NZT on 11 July 2022.
SPP
T
he SPP detailed in this document
Shares
O
rdinary shares of Trade Window Holdings Limited.
Share Registrar
T
radeWindow’s share registrar, Computershare Investor Services Limited.
TradeWindow
T
rade Window Holdings Limited, a company listed on the NZX.
Terms and Conditions
T
he terms and conditions of the SPP detailed in this document.
U.S. Securities Act
T
he U.S. Securities Act of 1933.
VWAP
T
he volume weighted average price of Shares traded on the NZX.
20

DIRECTORY
06
TradeWindow is a company incorporated with limited liability
under the New Zealand Companies Act 1993
New Zealand Companies Office registration number 8233653
For investor relations queries contact: dewald@tradewindow.io
Level 4, Partners Life House
33-45 Hurstmere Road
The Strand, Takapuna
Auckland 0992
New Zealand
09 836 4200
Russell McVeagh
Level 30, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Computershare Investor Services Limited
Level 2,159 Hurstmere Road, Takapuna
Auckland 1142
New Zealand
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
REGISTERED OFFICELEGAL ADVISOR
SHARE REGISTRAR
21