TradeWindow announces capital raising of up to NZ$20m
MEDIA RELEASE
Not for release to US wire services or distribution in the United States
TradeWindow announces capital raising of up to NZ$20m
Auckland, NZ – 17 January 2023 Trade Window Holdings Ltd (TradeWindow)
today announced its intention to raise up to NZ$20 million via a non-underwritten
capital raising ("Share Offer") to drive growth, scale and profitability. The offer
price is 45 cents per share, a 10% discount on yesterday’s market close.
TradeWindow Chair Alasdair MacLeod said: “This capital raising is essential for
TradeWindow’s ongoing growth and success. The need for a capital raising has
been signalled to the market in recent months and we have received indications
of support from key existing shareholders.
“The proceeds will be used to build the global trade platform, and drive organic
growth and a path to profitability.
“TradeWindow has demonstrated a strong track record of growth, operational
efficiency and strategic progress. Despite significant addressable markets, there
is a limited window for TradeWindow to scale and take advantage of the
opportunities available. We continue to see strong customer demand for our
solutions and based on current revenue projections and expenditure, and
subject to achieving a successful capital raise, our intention is to achieve EBITDA
breakeven by the end of FY25.”
The Share Offer is open to both existing shareholders in TradeWindow and new
investors, in each case who are resident in New Zealand, and to wholesale investors
in Australia, the Territory of the Wallis and Futuna Islands, Hong Kong, Singapore and
certain other jurisdictions, in each case in private share offers that are exempt from
local prospectus or registration requirements.
TradeWindow is an early-stage growth company and has previously advised that
further investment would be necessary to achieve its goals. In July, TradeWindow
successfully raised NZ$10 million from shareholders to drive organic growth in New
Zealand and Australia, continue development of the global trade platform and
accelerate global expansion opportunities, including the acquisition of Rfider. At
TradeWindow’s half-year results on 17 November, notable progress on each of
these areas was outlined.
Share Offer details
The new shares issued pursuant to the Share Offer to rank equally with existing
TradeWindow shares on issue. The Share Offer will be open for acceptance from
17 January 2023 to 17 February 2023. The Share Offer website will be available
from approximately 2pm today (NZST).
Shareholder approval is being sought for the Share Offer, with a meeting of
TradeWindow shareholders to be held virtually on 31 January 2023 to approve
the Share Offer. Accompanying this announcement is a notice of special
meeting of shareholders.
The directors of TradeWindow have unanimously recommended that
shareholders vote in favour of the resolution to approve the Share Offer.
There is no minimum amount of proceeds sought under the Share Offer –
TradeWindow reserves the discretion to accept subscriptions for less than the
targeted amount.
To the extent that applications are received under the Share Offer in excess of
the total amount to be raised, those applications will be subject to scaling at the
discretion of TradeWindow.
Shareholder meeting
Shareholder approval of the Share Offer is required because TradeWindow will
potentially be issuing shares in excess of the 15% placement capacity available
to it under the NZX Listing Rules.
A meeting of shareholders will be held virtually on 31 January 2023 to approve
the Share Offer. If this approval is not received, the Share Offer will proceed but
the maximum proceeds to be raised under the Share Offer will be limited to
approximately NZ$6.8 million. Failure to receive shareholder approval will also
limit TradeWindow's ability to raise further capital without shareholder approval in
the ensuing 12 months.
Timetable
DATE EVENT
17 January 2023 Share Offer opens
31 January 2023
TradeWindow Special Meeting
17 February 2023
Share Offer closes (last day for Applications)
20 February 2023
Announce results of Share Offer
Approximately
23 February 2023
Settlement and Allotment of New Shares under the Share Offer on the NZX Main Board
Approximately
27 February 2023
Share Offer confirmation despatched to participating Investors
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 Share Offer, please refer to the presentation
attached to this announcement.
TradeWindow will host an investor conference call this morning at 10am NZST to
discuss the Offer. Please register using the link below:
https://s1.c-conf.com/diamondpass/10028180-gdter5.html
Please note that registered participants will receive their dial-in number upon
registration.
Once registered you will receive a calendar invite with further instructions. Should you
register during the conference call, you will be directed straight to the presentation.
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
Important notice
This announcement is not a product disclosure statement or offering document under New Zealand law or under any
other law. It is for information purposes only and does not constitute an offer, invitation or recommendation to
subscribe for, retain or purchase any securities in TradeWindow in any jurisdiction. This announcement does not
constitute financial product advice or investment advice and does not and will not form part of any contract for the
acquisition of TradeWindow securities.
This announcement has been prepared for release in New Zealand. This announcement may not be released to US
wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation
of an offer to buy, securities in the United States (or to, or for the account or benefit of, any person in the United
States) or in any other jurisdiction in which such an offer would be unlawful.
The information in this announcement is of general background and does not purport to be complete. It should be
read in conjunction with TradeWindow's other market announcements lodged with NZX, which are available at
www.nzx.com under ticker code TWL.
Future performance: This announcement and the other materials released with this announcement today (including
the investor presentation ("Investor Presentation")) may include forward-looking statements about TradeWindow and
the environment in which TradeWindow operates, such as indications of, and guidance on, future earnings and
financial positions and performance. You are strongly cautioned not to place undue reliance on forward-looking
statements, particularly in light of the significant volatility, uncertainty and disruption currently being experienced in
global markets. Forward-looking information is inherently uncertain and subject to contingencies, known and
unknown risks and uncertainties and other factors outside of TradeWindow's control, and may involve significant
elements of subject judgement and assumptions as to future events which may or may not be correct. Forward-
looking statements may also assume the success of TradeWindow's business strategies. The success of any of these
strategies is subject to uncertainties and contingencies beyond TradeWindow's control, and no assurance can be
given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realized in
the period for which the forward looking statements may have been prepared or otherwise. Refer to the key risks
section of the Investor Presentation for a non-exhaustive summary of certain key business, offer and general risk
factors that may affect TradeWindow. No assurance can be given that actual outcomes or performance will not
materially differ from the forward-looking statements. A number of important factors could cause TradeWindow's
actual results or performance to differ materially from these statements, particularly as a result of the impacts of the
current economic environment. The forward-looking statements are based on information available to TradeWindow
as at the date of this announcement. Except as required by law or regulation (including the NZX Listing Rules),
TradeWindow undertakes no obligation to provide any additional or updated information whether as a result of new
information, future events or otherwise.
---
Capital Raising –Investor Presentation
January 2023
Investor Presentation2
Disclaimer and important notice
The following notice and disclaimer applies to this investor presentation and you must
read this carefully before reading or making any other use of this presentation or any
information contained in this presentation. By accepting this presentation you represent
and warrant that you are entitled to receive this presentation in accordance with the
restrictions, and agree to be bound by the limitations, contained within it.
All information is current at the date of this presentation, unless stated otherwise. All
currency amounts are in NZ dollars unless stated otherwise.
Information: This presentation contains summary information about TradeWindow and its
activities. 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 a possible investment in TradeWindow or that would be required in a
product disclosure statement for the purposes of the Financial Markets Conduct Act
2013. This presentation should be read in conjunction with TradeWindow's other periodic
and continuous disclosure announcements, which are available at www.nzx.com.
Not financial product advice: This presentation is for information purposes only and is not
financial or investment advice or a recommendation to acquire TradeWindow securities,
and has been prepared without taking into account the objectives, financial situation or
needs of individuals. 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 broker, or solicitor, accountant and/or other
professional adviser.
Past performance: Any information given in this presentation regarding TradeWindow's
historical performance (whether financial or otherwise) 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: The information contained in this presentation may include forward-
looking statements about TradeWindow and the environment in which TradeWindow
operates, such as indications of, and guidance on, future earnings and financial positions
and performance. You are strongly cautioned not to place undue reliance on forward-
looking statements, particularly in light of the significant volatility, uncertainty and
disruption currently being experienced in global markets. Forward-looking information is
inherently uncertain and subject to contingencies, known and unknown risks and
uncertainties and other factors outside of TradeWindow's control, and may involve
significant elements of subject judgement and assumptions as to future events which
may or may not be correct. Forward-looking statements may also assume the success of
TradeWindow's business strategies. The success of any of these strategies is subject to
uncertainties and contingencies beyond TradeWindow's control, and no assurance can be
given that any of the strategies will be effective or that the anticipated benefits from the
strategies will be realised in the period for which the forward looking statements may
have been prepared or otherwise. Refer to the key risks described in the appendix to this
presentation for a non-exhaustive summary of certain key business, offer and general risk
factors that may affect TradeWindow. No assurance can be given that actual outcomes
or performance will not materially differ from the forward-looking statements. A number
of important factors could cause TradeWindow's actual results or performance to differ
materially from these statements. The forward-looking statements are based on
information available to TradeWindow as at the date of this presentation. Except as
required by law or regulation (including the NZX Listing Rules), TradeWindow undertakes
no obligation to provide any additional or updated information whether as a result of new
information, future events or otherwise.
Investor Presentation3
Disclaimer and important notice (continued)
Non-GAAP financial information: Certain financial measures included in this presentation
are non-GAAP financial information. Non-GAAP financial information does not have a
standardised meaning prescribed by GAAP and therefore may not be comparable to
similar financial information presented by other entities. The non-GAAP financial
information included in this release has not been subject to review by auditors. Non-GAAP
measures are used by management to monitor the business and are useful to provide
investors to assess business performance.
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 TradeWindow of any law. The distribution of this
presentation in other jurisdictions outside New Zealand 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 “International offer restrictions” section of this presentation. None of
TradeWindow, 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 may not be
distributed or released in the United States. This presentation does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities in the United States or any other
jurisdiction in which such an offer would be illegal. The New Shares 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 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.
Disclaimer: To the maximum extent permitted by law, none of Trade Window Holdings
Limited or any of its subsidiaries, related companies, shareholders, directors, officers or
employees, or any other person, makes any representation or warranty, or provides any
undertaking, in relation to any information contained in this presentation and they shall
have no liability (including for negligence) for: any errors or omissions in the information or
failure to correct or update the information, or any other written or oral communications
provided in relation to the information or any claim, loss or damage (whether foreseeable
or not) arising from the use of any of the information or otherwise arising in connection with
the information. The information in this presentation remains subject to change without
notice. TradeWindow reserves the right to withdraw the Share Offer or vary the timetable
for the Share Offer without notice.
Investor Presentation4
Overview5
The opportunity and
our advantage6
Operational focus16
Projected financials21
Capital raising details26
Risk factors31
Offer restrictions36
Glossary39
Appendix40
Contents
Investor Presentation5
Capital raising to drive growth, scale and profitability
•Strong track record of demand, capital efficiency and strategic progress
•Large addressable market with significant opportunity as global trade undergoes digital transformation
at pace
•Well positioned to capture additional revenues from ESG and food traceability compliance reporting
•Fragmented competitor landscape with few dominant incumbents
•Raising up to $20 million
1
via a Share Offer; essential for TradeWindow's ongoing growth and
success.Received indications of support from existing shareholders.
•Proceeds to deliver the global trade platform, capture available customer acquisition opportunities and
drive global expansion
•Targeting monthly EBITDA breakeven by the end of FY25
1. Subject to shareholder approval.
The opportunity and
our advantage
Investor Presentation7
TradeWindow: strong foundations, global progress
The opportunity
•~$32B
1
TAM for supply chain management software globally -
estimated to grow at a CAGR of 14.3% p.a.
•~$27B
2
TAM foodtraceability solutions globally -estimated to grow at
a CAGR of 9.1%
Market opportunity
•Accelerate completion
3
of the global trade platform by March 2024
•Capture current market opportunities acrossA/NZ, Southeast Asia and the
Americas
•New ESG compliance and food traceability regulations
•Newly accredited as an issuing body for Certificates of Origin in Australia
Opportunity for TradeWindow
Our offering
•Seven revenue generating products across threecategories
•Advanced in bringing current solutions into Cube, the foundation of the
global trade platform
•Competitive landscape is fragmented with few dominant incumbents
•Secure sector neutral platform underpinned by blockchain technology
Products & technology
•Diversified customer base of 480+Shippers and Freight Forwarders
•Long term relationships with leading brands across dairy, meat,
seafood,horticulture, timber, seed and grain, FCMG, manufacturing and logistics
•Large whitespace opportunity to replace spreadsheets, email and paper-based
systems
Customers
Our expertise
•Team of ~100 acrossNew Zealand, Australia, Singapore,
Indonesia,Philippines, USA and India
•Deep domain knowledge in supply chain,technology, finance and
professional services
Employees
•FoodChain ID, TradeWindow’s US based partner, has global reach with 30,000
customer worldwide
•Network of sales agents across USA, Philippines, Thailand, and Indonesia
Partners
Our fundamentals
•98%Customer Retention Rate six months ended 30 September 2022
•83% Recurring Revenue in FY22
•No single customer contributes more than 6% of revenue
Operating metrics
•ARR: $4.4M atSeptember 2022 up 36% on FY22 recurring revenue
•Trailing Revenue CAGR of 229%
4
•Projected monthly EBITDA break-even end of FY25
•Projected ARR of $24M atMarch 2025
Financials
All financials in this presentation include acquisitions unless otherwise stated
1.Source: Gartner, Software Market Insights: Logistics and Supply Chain Management, 2022.
2.Source: https://www.marketsandmarkets.com/Market-Reports/food-traceability-market-103288069.html
3.Commercial launch with further product updates on an ongoing basis
4.CAGR period FY20 to FY22
Investor Presentation8
Global trade is constrained by siloed systems
which rely on manual paper-based processes to
orchestrate the exchange of data
The trade problem
•Cost–human intervention at each stage of
the supply chain adds cost
•Risk–high volumes of commercially
sensitive data is being exchanged over email
and physical documents leaving businesses
exposed to theft or fraud
•Inconvenience–data entry and associated
errors can lead to shipment delays
•Opaque–lack of transparency hinders the
ability to build trust between parties
Current global trade system
ExporterForwarder
Pre-Shipment
Inspector
Export PortCarrierImport PortImporter
Customs
Insurer
Supplies
Exporters
Bank
Correspondent
Bank
Importers
Bank
Invoicing
Platform
Finance
Document
Courier
Customs
Documents
Document
Courier
A single transaction often requires the
interaction of more than 20 entities, and
involves between 10 and 20 paper
documents and 5,000 data field exchanges.
BCG
1
1. Source: https://www.bcg.com/en-gb/digital-ecosystems-in-trade-finance-
seeing-beyond-the-technology
“
”
Investor Presentation9
TradeWindow'sglobal trade platform can help
customers drive productivity, increase connectivity,
and enhance visibility across their supply chain
Our solution
•Neutral–interoperability with best-of-
breed solutions used across the supply
chain through a single, user-friendly
interface
•Secure –blockchain technology ensures
integrity, ownership, and verified origin of
data and documents
•Paperless–a more transparent, efficient,
predictable and secure exchange of
trusted information
•Transparent–end-to-end visibility of
transaction records allows trusted
collaboration between trade partners
Data supply
Software to capture, format and
aggregate data to meet trade
compliance requirements
Data demand
Permissioned access to trusted data
needed by supply chain partners to
deliver their service
Investor Presentation10
We’re focused on providing the solutions which empower our customers to unlock value from their data
Our product development priorities
Data Capture
•Capturedata atsystems of
source being Prodoc,
ExpressDoc and Freight
•Use source data to connect to
integration partners and other
supply chain participants
Data Processing
•Standardise data fields to
UN/CEFACT as put through
both imports and exports
•Utilise our connection layer for
system interoperability across
commercial, logistics, finance
and government systems
Data Storage
•Deployment of nodes in trading
jurisdictions support data
localisation regulations
•Data lake enables further
utilisation, optimisation and
automation opportunities
Data Analytics
•Customisable dashboards
powered by AI to deliver value
add insights to unlock
competitive advantage for our
customers
•Provide visibility of shipments
to enable real-time updates
Beyond compliance data unlocks large adjacent markets including finance, insurance and payments
Investor Presentation11
Environmental factors present the opportunity for first movers to establish market leadership
Digital trade market is evolving quickly
•Supply chain disruption
•Inflation and margin pressure
•Global skills shortage
Digital Trade
Facilitation
MACROECONOMIC TRENDS
•Operational efficiency
•Environment, Sustainability and
Governance (ESG)
•Supply chain visibility
CUSTOMER DEMAND TRENDS
•Digitalisation and automation
•Free trade and regulatory compliance
•Data harmonisation
MARKET ENABLING TRENDS
Investor Presentation12
Well positioned as an early mover in the growing global supply chain management IT and food traceability markets
Our opportunity
1. Source: Gartner, Software Market Insights: Logistics and Supply Chain Management, 2022.
2. Source: https://www.marketsandmarkets.com/Market-Reports/food-traceability-market-103288069.html
Global supply chain
management IT market
$32B
1
Market estimated to grow at a CAGR of
14.3% to reach $56B by 2026
Global Food
Traceability Market
$27B
2
Market estimated to grow at a CAGR of
9.1% to reach $41B by 2025
Investor Presentation13
Competitive landscape is fragmented
End-to-end digital trade facilitation presents a whitespace
opportunity with few dominant incumbents. TradeWindow is a
sector neutral player with a roadmap to deliver a global trade
platform integrated with an ecosystem commercial, logistics,
finance and government software platforms
CONNECTIVITY
TW
Global Trade
Platform
Trusted data capture at source from systems of record
One-stop trade compliance
Network effects through third party integrations
Encrypted data sharing and storage
Secure internal and external collaboration
End-to-end data traceability
Data analytics and insights
1
1. Future release on product roadmap.
Investor Presentation14
Our customers include Shippers (exporters and importers) and Freight Forwarders (including Customs Brokers).
480+ organisations use our technology
Top 10 Customers % of trading revenueCustomer base by sector
Note, logos don’t necessarily correspond to top 10 customers.
Investor Presentation15
We’ve tailored our go-to-market approach to cost-effectively win customers in each market
Growing global presence
•Consolidate market share among
mid-market to enterprise Shippers
•Win market share among Freight
Forwarders
•Increase ARPC by cross-selling
connectivity and visibility solutions
•Self-service SaaS solutions to serve
the SME segment
•Establish and activate channel
partners
New Zealand
•Win market share among mid-
market Shippers in the primary
sector
•Consolidate market share among
Freight Forwarders
•Issuing body for Certificates or
Origin
•Self-service SaaS solutions to serve
the SME segment
•Establish and activate channel
partners
Australia
•Activate sales agents in
Philippines, Thailand, and
Indonesia to win market share
among Freight Forwarders
•Direct sales of our visibility
solution to mid-market and
enterprise sized food producers
located in the ASEAN region
Singapore
1
•Direct sales of our visibility solution
to mid-market and large enterprises
sized food producers located in the
region
•Establish and activate FoodChainID
channel partnership
USA
1. Singapore is TradeWindow’s beachhead into Asia
Operational focus
Investor Presentation17
Our financial and operating metrics
ARR
$4.4m
1
Customers
Up 28 (organic 19, acquired 9)
482
Customer
Retention Rate
98%
ARPC
(Shippers)
Up 12.8%
$1,334
ARPC
(Freight Forwarders)
Up 15.6%
$569
Gross Margin
No change
50%
1.Annual Recuring Revenue (ARR)at September 2022
Note, all comparisons are against FY22 unless otherwise indicated
Metrics for half year 30 September 2022
Up 4%
Up 36%
Investor Presentation18
Revenue composition
Transactional revenue
•TradeWindow generates transactional revenue each time a
customer either creates or shares a set of trade documents
Subscription revenue
•Customers pay monthly, quarterly, or annual subscription fees
to access solutions
•The amount of fee varies depending on the number of
solutions subscribed for and the number of users
Installation revenue
•TradeWindow earns one-off set up fees that vary depending on
the level of service and complexity of installation
Service revenue
•TradeWindow charges for ad-hoc customisation and
enhancement requests
Customer acquisition and trade volumes drive revenue growth
11%
6%
41%
42%
Transactional
revenue
Subscription
revenue
Installation
revenue
Service
revenue
Revenue
Composition
1
4%
8%
41%
46%
1.Six months ended 30 September 2022
Investor Presentation19
Driving digital transformation
•Prodoc –start with the most acute pain point
Complete and compliantly formatted trade documents
(data) provides the foundations for digital trade
facilitation
•Cube –immediate opportunity to connect supply chains
Securely share data and collaborate with supply chain
partners. Cross-selling to achieve 100%+ increase in
ARPC
•Assure+ –deliver value chain visibility
Supply chain traceability provides the opportunity to
differentiate products though data driven story telling
Strong customer relationships provides the opportunity to deliver additional
value through new services starting with Cube and Assure+
•Future solutions –value add solutions
Data can be re-purposed, providing for future expansion
into adjacent markets including but not limited to new
integrations, risk management and finance
Annualised ARPC growth –Shipper illustrative example
1.Annualised ARPC for six months ended 30 September 2022 –Shipper customers.
2.Projected mid-market based on wholesale agreement.
1
2
1
Investor Presentation20
Focus on implementing the systems and processes to support scale
Our operational priorities
Sales & Marketing
Refine playbooks for each solution and customer segment to ensure efficient, repeatable and highly predictable sales processes
AreaKey initiatives
Onboarding & Support
Refine processes with a focus on rapid customer onboarding
Product
Replace acquired legacy software with highly scalable cloud native applications within the global trade platform
Commercial
Standardise pricing structure and contract terms and conditions
General & Admin
Complete NetSuite ERP rollout to improve efficiency of back-office processes
Projected financials
Investor Presentation22
Projected financials: Revenue
•TradeWindow forecasts that investment in sales,
marketing capabilities in current markets, along with the
completion of the global trade platform by the end of FY24
can deliver monthly EBITDA breakeven by the end of FY25
•Delivery of a highly configurable global trade platform by
the end of FY24 allows for rapid deployment which
management believes will result in an inflection point in
revenue growth
•Providing business critical software to a customer base
which includes mid-market and large enterprise customers
provides for highly predictable recurring revenues
•Net customer retention of 98%
1
is underpinned by sticky
customer relationships
Projecting solid organic revenue growth accelerating as the global trade platform comes online
Forecasting solid revenue growth
FY revenueARR at March
Millions
1. Net customer retention at September 2022
Investor Presentation23
Projected financials: Expenditure
Planned operational expenditure to drive product development and revenue growth
Projected gross margin & operating expenditure
•Gross margin targeting 80%–completion of
global trade platform enables scalable
onboarding, revenue growth and margin
expansion
•Total operating expenditure –projecting
approximately20% year-on-year increase in
FY23 and FY24 to deliver product priorities
and revenue growth
•Sales & marketing –investment in resources
and tools to drive revenue growth
•Research & development –investment
primarily in people to expedite delivery of the
global trade platform
S&MG&AR&D
Millions
Gross margin%
Investor Presentation24
Projected financials: EBITDA
Monthly EBITDA breakeven projected by end of FY25
Projected monthly EBITDA loss and cashflow
•Projecting annual EBITDA loss to reduce to
around $2.5m in FY25 with monthly EBITDA
breakeven achieved at theendofFY25
•Targeted revenue growth in FY24 (whilst
product development continues) is projected
to generate modest reductions in EBITDA loss
•Investment phase expected to be completed
end FY24 and cost base leveraged through
FY25
Cash flowEBITDA
Millions
Investor Presentation25
Projected financials: Key assumptions
Forward-looking financial information is inherently subject to uncertainty and judgement. Key assumptions which may have a material risk to our
projections include:
SPECIFIC
•The rate and timing of new customer traction
•Theadoption rate and incremental ARPC ofnew featuresand functionality
•On time product development and launch
•Product and process enhancements effective in delivering scalableonboarding
•Successful recruitment and retention of people with the required skills cost effectively
•Successfully raises $20 million new capital
•No acquisitions are assumed and will be assessed on a standalone basis as necessary
•No research and development costs have been capitalisedto the balance sheet
GENERAL
•No materialchange in the current economic conditions locally and globally
•No changes in accounting standards or other mandatory professional
reporting requirements
Capital raising details
Investor Presentation27
Use of proceeds
2.Drive organic growth and a path to profitability
•Further sales and marketing resources
•Further investment in digital tools to automate the sales, marketing and support processes
for scaled, targeted and efficient revenue generation
•Establishing new channel partnerships across A/NZ for deployment capabilities and low-
cost customer acquisition
•Driving revenue growth by activating partners across USA, Philippines, Thailand and
Indonesia
1.Build the global trade platform
•Expedite the convergence of acquired and proprietary solutions into the global trade
platform, which will continue to evolve. We must move quickly to capture the market
opportunity; this requires additional development and testing capabilities
•Replace legacy solutions with easily configurable solutions which allow for rapid
deployment and therefore margin growth
•Meet solution localisation requirements needed to be competitive in offshore markets
Sources
Share Offer$20m
Total new capital
1
$20m
Uses
Operational expenditure$19.2m
Estimated transaction costs$0.8m
Total$20m
1. Subject to shareholder approval
Investor Presentation 28
Capital raising summary
Offer size and
structure
•Seeking to raise up to $20 million through a share offer to both existing shareholders in TradeWindow and new investors(“Share Offer”).
Issue price
•New Shares under the Share Offer will be issued at a fixed price of $0.45 per share, a 10% discount to the closing price on 16 January
2023.
•The Share Offer is open to both existing shareholders in TradeWindow and new investors, in each case who are resident in New Zealand,
and to institutional and professional investors in certain other countries in private share offers that are exempt from localprospectus or
registration requirements. See “International offer restrictions” slides.
Eligibility
Ranking
•New Shares issued under the Share Offer will rank equally with existing TradeWindow shares on issue.
Investor Presentation29
Timetable
EventDate
Announcement of equity raising and despatch of Share Offer lettersTuesday, 17 January 2023
Share Offer opensTuesday, 17 January 2023
TradeWindow Special Meeting 4:00pm (NZ Time), Tuesday, 31 January 2023
Share Offer closes (last day for applications)Friday, 17 February 2023
Announcement of results of Share OfferMonday, 20 February 2023
Settlement of allotment of New Shares under the Share Offer on the NZX Main Board
Approximately
Thursday, 23 February 2023
Commencement of trading of allotted New Shares on the NZX
Approximately
Thursday, 23 February 2023
Share Offer confirmation despatched to participating investors
Approximately
Monday, 27 February 2023
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.
Q&A
Investor Presentation31
Risk factors
Before investing in TradeWindow, you should be aware that an investment
in TradeWindow has a number of risks, some of which are specific to
TradeWindow and some of which relate to listed securities generally, and
many of which are beyond the control of TradeWindow. Additionally, some
risks may be unknown and other risks, currently believed to be immaterial,
could turn out to be material. This section identifies some of the key risks
that TradeWindow has identified in connection with the Share Offer. Whilst
the section below aims to highlight some of the key risks, it is not
exhaustive.
In light of the ongoing impacts of recent world events on global economies
and markets, extra caution should be taken when assessing the risks
associated with an investment in TradeWindow. These ever-evolving
situations pose challenges for global financial markets and the world
economy as a whole. Capital markets continue to see equity securities
suffer from spikes in volatility and significant price declines, particularly in
relation to technology stocks like TradeWindow. It is not currently clear
when these negative impacts will begin to abate. TradeWindow will
continue to respond to the challenges facing it, but there is no certainty as
to the severity or likelihood of such unforeseen impacts arising nor
whether any mitigating action can be taken or will be effective.
Before deciding whether to invest in TradeWindow shares, you must make
your own assessment of the risks associated with the investment in
TradeWindow and consider whether such an investment is suitable for you,
having regard to publicly available information (including this presentation)
your personal circumstances, and following consultation with your
financial adviser or other professional advisers.
Investor Presentation32
Risk factors
Information technology and cybersecurity risk
TradeWindow's core business operations involves the processing and the
cloud hosting and storage, of customers’ information. Any failures of, or
malicious attacks on, TradeWindow's business systems, a breach of
TradeWindow's cybersecurity measures or any other compromise to the
security of data (including personal information/data) held by
TradeWindow may result in material disruption to TradeWindow's business
operations and reputation. If such event occurs, TradeWindow could
potentially be at risk of financial penalties, civil litigation, regulatory
investigations and enforcement action, all of which could have an adverse
effect on the reputation and financial performance of TradeWindow.
Real or perceived errors, bugs or failures
TradeWindow’s solutions are used to run mission-critical processes for
customers. With constant updating of software, there is a risk that
undetected errors, defects, failures, or bugs may occur, or are perceived to
occur, in TradeWindow’s solution that make it unsuitable for the designed
purpose. Should such errors, defects or bugs be, or are perceived to be,
present this could significantly disrupt TradeWindow's business operations
and cause TradeWindow to incur material brand or reputational damage.
Key person risk
TradeWindow’s continued success is dependent upon its ability to attract
and retain skilled and qualified personnel, in particular, members of the
senior leadership team, software engineers, customer success, and sales
teams with extensive domain expertise. The loss of any key personnel, as
well as high staff turnover, could cause disruption to TradeWindow's
business operations and technology capabilities, causing a delay in the
development, launch and commercialisation of new software features or
applications. Competition to attract such skilled professionals and
personnel is intense and there is no assurance that TradeWindow will be
successful in retaining or attracting skilled professionals, and the lack of
availability of such skills may materially and adversely affect operations,
performance and reputation of TradeWindow.
Investor Presentation33
Risk factors
Supply chain disruptions
TradeWindow serves customers working on the front-line of global trade
with a significant portion of its revenue being made up of transaction fees
from these customers. Accordingly, disruptions to their supply chains
including, but not limited to, the availability of shipping containers, the
frequency of port calls and ship capacity, the frequency of flights and
aircraft capacity, bio-security incursions, port industrial action, and/or port
infrastructure issues could adversely affect the volume of shipments
processed through TradeWindow’s solutions and therefore materially
affect operating and financial performance and prospects. Additionally,
frequent and/or prolonged disruptions to the supply chain may lead to
offshore customers seeking alternative suppliers either closer to, or within
their home market, no longer requiring TradeWindow's business.
Economic shock
TradeWindow's operating and financial performance is influenced by a
variety of general economic and business conditions in New Zealand and
globally. TradeWindow products operating within global supply chains and
will therefore be affected by any rapid and unexpected changes to
macroeconomic variables including, but not limited to, interest rates,
commodity prices, household consumption, labour markets, trade barriers
and sanctions, pandemics, war, and terrorism. To the extent an economic
shock was sufficiently pronounced or continued for an extended period of
time, TradeWindow's operating revenues and cash position may be
materially adversely impacted.
Inability to protect intellectual property
TradeWindow is a software business with a large proportion of its assets,
and value attributed in its intellectual property. In New Zealand,
TradeWindow ensures adequate protection of its intellectual property
through registration on the intellectual property register (as well as
entering into appropriate arrangements with employees, licensees and
other third parties who have access to its intellectual property rights).
However, there remains a risk that TradeWindow may be unable to
adequately protect its Intellectual Property in international jurisdictions or
its intellectual property may be obtained, misused, misappropriated or
disclosed to third parties. In such instances this may adversely effect
TradeWindow's competitive position in the market and value of its
business.
Investor Presentation34
Risk factors
Operating in a competitive market
TradeWindow competes globally across multiple segments of the
intensely competitive and constantly evolving TradeTech industry and
competes against a number of software vendors and service providers
and, in particular, global providers of freight forwarding, and digital trade
software. It is expected that competition in the TradeTech industry will
continue to increase from existing and potentially new competitors.
Increased competition could adversely impact TradeWindow’s ability to
attract and retain customers, the price at which it offers products and
services, reduce TradeWindow's market share, and subsequently adversely
impact on TradeWindow’s operating and financial performance.
Strategic acquisition risk
TradeWindow has acquired six businesses (one of which was acquired in
FY23), and will continue to seek strategic acquisition opportunities, in
order to build customer base and technological capabilities.
TradeWindow's revenue growth to date has been driven in substantial part
as a result of acquisitions it has made. TradeWindow's ability to continue
to achieve revenue growth through acquisition is dependent on identifying
appropriate acquisition targets, negotiating appropriate terms, and
sourcing adequate capital to fund acquisitions. While TradeWindow
undertakes comprehensive due diligence on all potential acquisitions there
remains a risk that TradeWindow undertakes a non-performing acquisition,
which would have an adverse effect on TradeWindow's growth prospects
and financial performance.
Early-stage business
TradeWindow is an early-stage software business operating in a nascent
market and is therefore a higher risk investment than a more established
business. TradeWindow has employed a growth strategy where spending
exceeds revenues, a situation commonly referred to as "cash burn".
TradeWindow’s performance and commercialisation of products at scale
depends on the widespread adoption of digital trade solutions by
mainstream exporters, importers, freight forwarders and customs brokers.
There is a risk that adoption of digital trade solutions and therefore
demand for TradeWindow products is slower than anticipated, which
would mean lower revenues and the need for TradeWindow to raise
additional capital or seek other financial support.
Investor Presentation35
Risk factors
Compliance with laws and regulations
TradeWindow has offices, employees, and customers globally, therefore it
is impacted by, and subject to, a wide variety of laws and regulations
across multiple jurisdictions. While TradeWindow’s policies and
procedures are designed to comply with laws and regulations of a
particular subject matter generally, there remains some risk that those
controls are not sufficient to prevent it from contravening the laws and
regulations of all jurisdictions in which it does business. Should
TradeWindow breach any relevant laws or regulations, it may be subject to
potential enforcement action and monetary fines from authorities.
Liquidity risk
TradeWindow's operations are reliant on maintaining access to liquidity. In
addition to maintaining a cash position, TradeWindow relies on three
principal sources of liquidity: investor funding, grants and lending. As a
growth company, TradeWindow depends on periodic access to investor
funding to finance its day-to-day operations. There is a risk that investor
funding could become unavailable, or more costly to obtain, including as a
result of an adverse change in TradeWindow's business performance or
outlook, a downturn in equity markets or the economic environment more
generally, or adverse changes in the regulatory environment within which
TradeWindow operates. If TradeWindow is unable to maintain adequate
access to funding, there is a risk that it could default on payment
obligations, threatening TradeWindow's financial position and potentially
resulting in insolvency.
Going concern
In TradeWindow's financial statements for the six months ended 30
September 2022, the auditors for the Company noted that, for the Group
to continue as a going concern, it is dependent on its ability to continue
to raise significant equity and/or debt funding to support continued
development and commercialisation of its products. As described on
slides 22 to 25, TradeWindow Management forecasts indicate that,
should the Company raise the full amount of capital sought in this Share
Offer, TradeWindow estimates that it has sufficient capital on hand to
reach cashflow breakeven by the end of FY25. However, in the event that
TradeWindow fails to raise sufficient funds in this Share Offer,
TradeWindow management is likely to need to raise further capital at a
later time and/or reduce spending.A reduction in spending is likely to
have an adverse impact on forecast revenues.Further, should one or
more of the assumptions underpinning the Management forecasts on
slides 22 to 24, as described on slide 25, prove to be incorrect,
TradeWindow may also need to raise further capital at a later time
and/or reduce spending.
Investor Presentation36
International offer restrictions
International Offer Restrictions
This document does not constitute an offer of ordinary shares (New
Shares) of TradeWindow in any jurisdiction in which it would be unlawful.
In particular, thisdocument may not be distributed to any person, and the
New Shares may not be offered or sold, in any country outside New
Zealand except to the extent permitted below.
Australia
This document and the offer of New Shares are only made available in
Australia to persons to whom an offer of securities can be made without
disclosure in accordance with exemptions in sections 708(8) or 708(10)
(sophisticated investors) or 708(11) (professional investors) of the
Australian Corporations Act 2001 (the “Corporations Act”).
This document is not a prospectus, product disclosure statement or any
other formal “disclosure document” for the purposes of Australian law and
is not required to, and does not, contain all the information that would be
required in a disclosure document under Australian law. This document
has not been, and will not be, lodged or registered with the Australian
Securities & Investments Commission and the Company 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. Investors in Australia
should be aware that the offer of New Shares for resale in Australia within
12 months of their issue may, under section 707(3) of the Corporations
Act, require disclosure to investors under Part 6D.2 if none of the
exemptions in section 708 of the Corporations Act apply to the re-sale.
The Territory of the Wallis and Futuna Islands
This document has not been, and will not be, registered with or approved
by any securities regulator in France or elsewhere in the European Union.
Accordingly, this document may not be made available, nor may the New
Shares be offered for sale, in France (including the Territory of the Wallis
and Futuna Islands) except in circumstances that do not require a
prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the
European Parliament and the Council of the European Union (the
"Prospectus Regulation").
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of
New Shares in France (including the Territory of the Wallis and Futuna
Islands) is limited to persons who are "qualified investors" (as defined in
Article 2(e) of the Prospectus Regulation).
Investor Presentation37
International offer restrictions
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, 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 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 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 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 contents of this document, you should
obtain independent professional advice.
Singapore
This document and any other materials relating to 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 New Shares, may
not be issued, circulated or distributed, nor may the 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 13 of the Securities and Futures Act 2001 of Singapore (the "SFA")
or another exemption under the SFA.
This document has been given to you on the basis that you are an
"institutional investor" or an "accredited investor" (as such terms are
defined in the SFA). If you are not such an investor, 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 New Shares being
subsequently offered for sale to any other party in Singapore. On-sale
restrictions in Singapore may be applicable to investors who acquire New
Shares. As such, investors are advised to acquaint themselves with the
SFA provisions relating to resale restrictions in Singapore and comply
accordingly.
Investor Presentation38
International offer restrictions
United States
The New Shares have not been, and will not be, registered under the US
Securities Act of 1933 or the securities laws of any state or other
jurisdiction of the United States. Accordingly, the New Shares may not be
offered or sold in the United States except in transactions exempt from, or
not subject to, the registration requirements of the US Securities Act of
1933 and applicable US state securities laws.
The New Shares will only be offered and sold in the United States to
“institutional accredited investors” within the meaning of Rule 501(a)(1),
(2), (3), (7), (8), (9) and (12) under the US Securities Act.
Investor Presentation39
Glossary
Annualised Recurring Revenue (ARR)
The recurring revenue for a specified month annualised.
Average Revenue Per Customer (ARPC)
Is subscriber customers’ monthly revenue divided by
number of subscriber customers as at end of the month.
The value provided is the average of the monthly ARPC
for the period. Subscriber customers are those that
license and/or access TradeWindow’s software on a
monthly basis. It excludes pay as you go certificate
revenue.
CAGR
Compound annual growth rate.
Customer retention rate
Customer retention rate is the number of subscriber
customers who leave in a month as a percentage of the
total subscriber customers at the start of that month.
The percentage provided is the average of the monthly
churn for the period. The customer retention rate is the
inverse of customer churn.
Customs Broker
A Customs Broker is a licenced individual who acts as
an intermediary for Shippers and Freight Forwarders in
handling the sequence of customs formalities involved
in the customs clearance and importing goods.
EBITDA
Earnings before interest, taxation, depreciation and
amortisation.
Freight Forwarder
A Freight Forwarder is an organisation who arranges
and handles the transport of goods between countries
on behalf of their customers. Responsibilities can also
include storing products, negotiating transportation
rates and booking cargo space.
Shipper
A Shipper is an exporter or importer who requires
carriers to transport goods for transport from one
location to another.
Subscriber customers
Customers that are licensing TradeWindow’s software
and generate monthly subscription revenue. These
customers may also generate transaction, services and
installation revenues. It excludes certificate and other
revenue.
Recurring revenue
Revenues that are predictable, stable and can be
counted on to occur at regular intervals going forward
with a relatively high degree of certainty. For Trade
Window this is subscription and transactional revenue.
Appendix
Investor Presentation41
Highly experienced team with the domain expertise needed to scale globally
Our senior leadership team
AJ Smith
Founder & CEO
Entrepreneur with track record for creating
high growth companies including MediFin,
GreenFin and Bonds (Africa) and
Commonwealth Finance Group (Switzerland).
Kerry Friend
Executive Director
Chartered Accountant with three decades
working in senior finance roles with Take-
Two Interactive Software (Singapore), Jupiter
TV (Japan), Bloomberg (Japan) and News
Corporation (Japan).
Deidre Campbell
Chief Financial Officer
Chartered Accountant with extensive
financial management and leadership
experience within a public company having
been the Group CFO for Methven Limited, a
formerly NZX listed manufacturing business.
Andrew Balgarnie
Chief Strategy Officer
Business strategist, deal maker and problem
solver with a background in the TMT sector
having previously worked for NBN Co
(Australia) on high profile projects including
the procurement of the satellite network.
Adrian Collier
Chief Product Officer
Technology leader with a background
working across both public and private sector
including a posting as the New Zealand
Trade Commissioner to Taiwan and Pfizer in
mainland China.
Guy Kloss
Chief Technology Officer
Enterprise architect, computer scientist,
chemical engineer and rocket scientist with a
background working for Bayer, German
Aerospace Centre, Mega, Qrious, Gentrack,
and Nyriad.
Dewald van Rensberg
Chief Legal Officer
Lawyer with more than 20 years’ experience
in corporate and commercial law with a
background working as the registrar at
University of Zululand and private practice for
Du Toit Attorneys (South Africa).
Investor Presentation42
Our board of directors
Alasdair MacLeod
Independent Chair
Alasdair joined the board in October
2021 and was appointed Chair at
that time.
Diana Puketapu
Independent Director
Diana joined the board in October
2021.
Phil Norman
Independent Director
Phil joined the board in October
2021.
AJ Smith
Executive Director
and Chief Executive
Officer
Kerry Friend
Executive Director
Former Partner at Deloitte and Chair
of NZX listed Napier Port and the
Hawkes Bay Chapter of Export NZ.
Alasdair is current Chair of
SilverStripe, independent member
od the Board Appointments
Committee for IHC New Zealand.
Chartered Accountant and former
Chief Financial Officer for ten years
including for two America’s Cup
sailing campaigns. Current
directorships include NZX listed
Napier Port, Ngati Porou Holdings
and New Zealand Cricket. Diana’s
iwi affiliation is Ngati Porou.
Experienced TMT sector executive,
capital markets advisor and
founding Chairman of Xero and
current Chairman of NZX/ASX
listed Plexure Group, ASX listed
Straker Translations, NZX listed Just
Group, and Loyalty New Zealand
Limited (Fly Buys).
Entrepreneur with track record for
creating high growth companies
including MediFin, GreenFin and
Bonds (Africa) and Commonwealth
Finance Group (Switzerland).
Chartered Accountant with thee
decades working in senior finance
roles with Take-Two Interactive
Software (Singapore), Jupiter TV
(Japan), Bloomberg (Japan) and
News Corporation (Japan).
Investor Presentation43
Our growth strategy
Trusted digital trade facilitation delivered through a global trade platform
that connects our customers with their supply chain ecosystem
End-to-end connectivity
across global supply
chains
Our vision
To make global supply
chains more productive,
connected and visible
Our mission
Strategic summary
Our strategic priorities
Market penetration
Build on the
foundations of our
acquired customer
base across A/NZ,
expand into Asia and
the Americas
Land
Add customer value
Build trusted
relationships with our
existing customers;
with market leading
brands taking up Cube
and Assure+
Global trade platform
Converge proprietary
and acquired software
solutions into a highly
scalable global trade
platform
Build capability
Create and maintain an
environment focused
on performance,
innovation and
accountability
Grow
PeopleUnify
Accelerate growth
Continue to look for ways to accelerate our strategic priorities and growth through targeted acquisition
Acquire
Investor Presentation44
Progress on building the global trade platform
✓Released global documentation system
ExpressDoc(beta)
✓Released TradeWindow Pay (beta)
✓Released end-to-end ocean freight bookings
✓Upgraded SpeEDI and TradeWindow Origin to
reflect TradeWindowdesign standards
✓Adopted UN data standards
Achievements in 1H FY23
•TradeWindow Freightweb version first commercial
release
•Enhancing ecosystem to support trade routes and
ERPs
•Introduce air freight bookings
•Expanded countries for ExpressDoc (incl. export
declarations where regulations allow)
•Building common web platform with single sign-on
•First commercial release of global trade platform
FY24/FY25 focus
•ExpressDoc first commercial release; process
and featureenhancements
•Additional integration intoports, shipping lines,
freight rates and import declarations
•Expanding jurisdictions for issuance of
certificates of origin
•TradeWindow Pay first commercial release
•Consistent platform UX improvements
•Upgrading TradeWindow Freight to web
version(beta)
2H FY23 focus
Investor presentation45
Financial summary
1
Earnings before interest, tax, depreciation & amortisation
2
Average monthly cashflow excludes capital raise and acquisition transactions
$000
H1 FY23
6 months
H1 FY22
6 monthsChange %
H2 FY22
6 monthsChange %
Revenue
Trading revenue2,4071,80234%2,07516%
Other income274429-36%571-52%
Total income2,6812,23120%2,6461%
Costs
Total expenses8,5616,29036%8,1345%
Profit (Loss)
EBITDA
1
(5,880)(4,059)45%(5,488)7%
Net loss after tax(7,061)(4,832)46%(5,992)18%
Cash Position
Cash and cash equivalents7,30612,278-40%5,93323%
Average monthly cash outflow
2
(959)(624)54%(1,058)-9%
Average Revenue Per Customer
Shippers1,3341,2755%1,09022%
Freight Forwarders (incl. Customs Brokers)56944229%5357%
Thank you
Investor Contact
Andrew Balgarnie
Chief Strategy Officer
TradeWindow
+64 27 227 3541
andrew@tradewindow.io
---
1
OFFER LETTER
Not for release to US wire services or distribution in the United States
17 January 2023
Dear TradeWindow investor
TRADE WINDOW HOLDINGS LIMITED – SHARE OFFER
This letter contains important information about your holdings in TradeWindow for your
review and action. In particular:
• TradeWindow has announced it is seeking up to NZ$20 million from existing and
new shareholders to fund ongoing growth. You have the opportunity to participate
in this capital raising.
• Because of the amount sought in the capital raising, shareholder approval is
required at a special meeting.
TradeWindow today announced its intention to undertake a non-underwritten capital raising
("Share Offer") targeting proceeds of up to NZ$20 million. The Share Offer is open to both
existing shareholders in TradeWindow and new investors, in each case who are resident in
New Zealand, and to wholesale investors in Australia, the Territory of the Wallis and Futuna
Islands, Hong Kong, Singapore and certain other jurisdictions, in each case in private share
offers that are exempt from local prospectus or registration requirements.
The price to be paid for TradeWindow shares in the Share Offer ("New Shares") is NZ$0.45 per
share, representing a 10% discount on the closing share price on 16 January 2023 ("Issue
Price"). The Issue Price was determined with reference to the current market price of
TradeWindow shares immediately prior to issuance of the Share Offer, taking into
consideration the recent TradeWindow share price and volume history and what the Board
considers is an appropriate valuation for TradeWindow shares in the current market, that is
both attractive to those seeking to participate in the offer and fair to existing shareholders
who do not.
Any Shares in TradeWindow issued pursuant to the Share Offer will rank equally with the
existing ordinary shares in TradeWindow on issue. The Share Offer will be open for
acceptance from 17 January 2023 to 17 February 2023.
Shareholder approval is being sought for the Share Offer, with a meeting of TradeWindow
shareholders to be held virtually on 31 January 2023 to approve the Share Offer.
Accompanying this letter is a notice of meeting. If shareholder approval for the offer is not
received, the Share Offer will proceed on the same timetable but the maximum proceeds to
be raised under the Share Offer will be limited to NZ$6.8 million. Failure to receive
shareholder approval will also limit TradeWindow's ability to raise further capital without
shareholder approval in the ensuing 12 months.
There will not be a shortfall bookbuild, and the New Shares issued pursuant to the Share Offer
will be issued on approximately 23 February 2023.
2
The directors of TradeWindow have unanimously recommended that shareholders vote in
favour of the resolution to approve the Share Offer, You are encouraged to vote whether or
not you intend participating in the Share Offer itself.
Rationale
TradeWindow is an early-stage growth company and has previously advised that further
investment would be necessary to achieve its goals. In July, TradeWindow successfully raised
NZ$10m from shareholders to drive organic growth in New Zealand and Australia, build the
global trade platform and accelerate global expansion opportunities, including the
acquisition of Rfider. At TradeWindow’s half-year results on 17 November, we outlined
notable progress on each of these areas.
TradeWindow considered various offer structures to raise the required capital, but believes
that the placement structure adopted here offers the greatest flexibility to fulfil demand from
new and existing shareholders. A traditional rights offer structure would not enable
TradeWindow to adequately seek external demand. An accelerated rights offer adds
complexity, particularly without an underwriter, and also leaves TradeWindow with a short
window within which to seek external investors to take any shortfall (should there be one). In
a challenging environment for capital raising, it is vital that TradeWindow has sufficient time
to pursue all potential avenues of investment.
TradeWindow will prioritise applications from existing investors by ensuring that existing
eligible shareholders are allocated the total number of New Shares they apply for (or, to the
extent that applications are received under the Share Offer in excess of the maximum
amount offered, at least such number of New Shares as is required to maintain their pro rata
shareholding (or the total number of New Shares they applied for, if lower)). By prioritising
existing shareholders, TradeWindow believes that there is adequate protection for existing
shareholders in the structure and it is in the best interests of all shareholders. Given the ability
for existing investors generally to easily apply for shares in the placement, a share purchase
plan would not bring additional benefit.
Proceeds
This Share Offer seeks capital so that TradeWindow can continue to:
1. Drive organic growth and a path to profitability:
• Driving revenue growth by activating partners across USA, Philippines, Thailand and Indonesia.
• Establishing new channel partnerships across Australia / New Zealand for deployment
capabilities and low-cost customer acquisition.
• Further investment in digital tools to automate the sales, marketing and support processes for
scaled, targeted and efficient revenue generation.
• Further sales and marketing resources.
2. Build the global trade platform:
• Expedite the convergence of acquired and proprietary solutions into the global trade platform.
TradeWindow must move quickly to capture the market opportunity; this requires additional
development and testing capabilities.
• Replace legacy solutions with easily configurable solutions which allow for rapid deployment
and therefore margin growth.
• Meet solution localisation requirements needed to be competitive in offshore markets.
3
3. Deliver balance sheet strength:
• Secure funding needed to execute the growth strategy and provide a pathway to profitability.
• Progress towards EBITDA break even, which is forecast to occur in FY25 as described in further
detail in the investor presentation.
Share Offer
TradeWindow is targeting proceeds of up to NZ$20 million under the Share Offer.
There is no minimum amount of proceeds sought under the Share Offer – TradeWindow
reserves the discretion to accept subscriptions for less than the targeted amount.
TradeWindow believes an offer that is open to both existing shareholders and new investors
provides a lower degree of execution risk for TradeWindow than a rights issue, while being
fair to existing shareholders by giving them the opportunity to participate alongside new
investors. TradeWindow believes that attracting new, high quality investors onto its register is
important in ensuring that it can continue to access the capital required to execute on its
growth opportunities, and will be beneficial to existing shareholders by providing increased
liquidity on market.
To the extent that applications are received under the Share Offer in excess of the total
amount to be raised, those applications will be subject to scaling at the discretion of
TradeWindow (with existing shareholders to be prioritised, as described in further detail in the
share offer letter).
Current TradeWindow shareholders and new investors who subscribe for New Shares under
the Share Offer are subject to applicable Takeovers Code restrictions. Therefore, current and
new investors will not be permitted to subscribe for those number of New Shares under the
Share Offer which will have the effect of increasing their level of voting rights in TradeWindow
above the 20% threshold as set out in the Takeovers Code.
Shareholder meeting
Shareholder approval of the Share Offer is required because TradeWindow will potentially be
issuing shares in excess of the 15% placement capacity available to it under the NZX Listing
Rules.
A meeting of shareholders will be held virtually on 31 January 2023 to approve the Share
Offer. If this approval is not received, the Share Offer will proceed but the maximum
proceeds to be raised under the Share Offer will be limited to NZ$6.8 million. Failure to
receive shareholder approval will also limit TradeWindow's ability to raise further capital
without shareholder approval in the ensuing 12 months.
Director participation
The Share Offer will be open to all Directors and employees, and any Associated Persons of
any Director or employee, of TradeWindow, who wish to apply for New Shares under the
Share Offer.
Offer timing and key dates
The key dates for the Share Offer are as follows.
DATE EVENT
17 January 2023
Share Offer opens
4
31 January 2023 TradeWindow Special Meeting
17 February 2023 Share Offer closes (last day for Applications)
20 February 2023 Announce results of Share Offer
Approximately
23 February 2023
Settlement and Allotment of New Shares under the Share Offer on the NZX Main Board
Approximately
27 February 2023
Share Offer confirmation despatched to participating Investors
*TradeWindow reserves the right to alter the key dates for the Share Offer (subject to NZX Listing Rules and applicable laws).
Key Metrics
The key metrics for the Share Offer are as follows.
Issue price per share
NZ$0.45
Maximum number of shares to be issued 44,444,444
How to participate
If you wish to participate in the Share Offer, please make your online application at
www.shareoffer.co.nz/tradewindow by no later than 5:00pm on 17 February 2023. New
Shares under the Share Offer are expected to be allotted on or around 23 February 2023.
More information
A presentation providing further important information in relation to TradeWindow and the
Share Offer was today published by TradeWindow (the "Investor Presentation"). A copy of
the Investor Presentation released on 17 January 2023 and other important information are
available at www.nzx.com under the ticker code 'TWL'.
If you have any questions or require further information in relation to Share Offer, please
contact Andrew Balgarnie at +64 27 227 3541 or andrew@tradewindow.io.
I welcome your continued support of TradeWindow.
Yours sincerely
Alasdair MacLeod
Chair
Trade Window Holdings Limited
---
Notice Pursuant to Clause 20(1)(a) of Schedule 8 to the
Financial Markets Conduct Regulations 2014
Not for release to US wire services or distribution in the United States
Auckland, NZ – 17 January 2023
Trade Window Holdings Ltd (NZX: TWL) ("TradeWindow") announced its intention to
raise up to NZ$20 million via a non-underwritten capital raising ("Share Offer"). The
Share Offer is open to both existing shareholders in TradeWindow and new investors,
in each case who are resident in New Zealand, and to wholesale investors in
Australia, the Territory of the Wallis and Futuna Islands, Hong Kong, Singapore and
certain other jurisdictions, in each case in private share offers that are exempt from
local prospectus or registration requirements.
The Share Offer opens today, 17 January 2023.
The Share Offer is being made in reliance upon the exclusion in clause 19 of
schedule 1 to the Financial Markets Conduct Act 2013 ("Act").
This notice is provided under subclause 20(1)(a) of schedule 8 to the Financial
Markets Conduct Regulations 2014 ("Regulations").
As at the date of this notice:
• TradeWindow is in compliance with the continuous disclosure obligations that
apply to it in relation to ordinary shares in TradeWindow;
• TradeWindow is in compliance with its financial reporting obligations (as
defined in subclause 20(5) of schedule 8 to the Regulations);
• there is no information that is "excluded information" (as defined in subclause
20(5) of schedule 8 to the Regulations) in respect of TradeWindow.
The Share Offer is not expected to have any material effect or consequence on the
control of TradeWindow within the meaning set out in clause 48 of Schedule 1 of the
Act.
ENDS
---
Notice is hereby given that a Special Meeting of
Shareholders of Trade Window Holdings Limited will be
held online on Tuesday, 31 January 2023 at 4:00 pm (NZT)
TradeWindow Holdings Limited will be conducting its
Special Meeting of Shareholders as a virtual meeting only
2023
Notice of Special Meeting
of Shareholders
2
Notice is hereby given that a Special Meeting of Shareholders of Trade Window Holdings
Limited will be held virtually via Computershare's Meeting Platform as follows:
Date of meeting: 31 January 2023
Time: 4pm (NZDT)
Special Meeting link: https://meetnow.global/nz
No physical place of meeting will be made available.
Details of how to participate virtually are provided in the Virtual Meeting Guide attached to
this Notice of Special Meeting. Shareholders are encouraged to review this guide prior to the
Special Meeting. By using the meeting platform, Shareholders will be able to watch the
meeting, vote and ask questions online using your smartphone, tablet or desktop device.
3
BUSINESS
A
B
C
D
Chair's address
Shareholder discussion
Resolution
Shareholders to consider and, if thought fit, pass the following Ordinary Resolution:
Resolution – Approval of issue of shares pursuant to Share Offer
That, in accordance with NZX Listing Rule 4.2.1, Shareholders approve an issue of up
to 44,444,444 fully paid ordinary shares of the company to both existing shareholders
in TradeWindow who are resident in New Zealand, and to institutional and
professional investors in certain other countries, pursuant to the Share Offer.
Other business
4
EXPLANATORY NOTES
Approval of issue of shares pursuant to Share Offer
This Notice of S pecial Meeting does not constitute an offer to sell, or a solicitation of an offer
to buy, any securities in any j urisdiction. This Notice of Special Meeting has been prepared in
compliance with New Zealand law and NZX Listing Rules ("Rules") solely for purposes of
seeking shareholder approval of a proposed capital raising.
TradeWindow today announced its intention to undertake a non-underwritten capital raising
("Share Offer") targeting proceeds of up to $20 million. The Share Offer is open to both
existing shareholders in TradeWindow and new investors, in each case who are resident in
New Zealand, and to wholesale investors in Australia, the Territory of the Wallis and Futuna
Islands, Hong Kong, Singapore and certain other jurisdictions, in each case in private share
offers that are exempt from local prospectus or registration requirements.
The price to be paid for TradeWindow shares in the Share Offer ("New Shares") is $0.45 per
share ("Issue Price"). The Issue Price was determined with reference to the current market
price of TradeWindow shares immediately prior to issuance of the Share Offer, taking into
consideration the recent TradeWindow share price and volume history and what the Board
considers is an appropriate valuation for TradeWindow shares in the current market, that is
both attractive to those seeking to participate in the offer and fair to existing shareholders
who do not.
Any shares in TradeWindow issued pursuant to the Share Offer will rank equally with the
existing ordinary shares in TradeWindow on i ssue. The Share Offer will be open for
acceptances at www.shareoffer.co.nz/tradewindow from 17 January 2023 to 17 February
2023.
Shareholder approval i s being sought for the Share Offer, with a meeting of TradeWindow
shareholders to be held virtually on 31 January 2023 to approve the Share Offer. If
shareholder approval for the offer is not received, the Share Offer will proceed on the same
timetable but the maximum proceeds to be raised under the Share Offer will be limited to
approximately $6.8 million. Failure to receive shareholder approval will also limit
TradeWindow's ability to raise further capital without shareholder approval in the ensuing 12
months.
There will not be a shortfall bookbuild, and the New Shares issued pursuant to the Share Offer
will be issued on approximately 23 February 2023.
The New Shares approved for issuance under this Resolution will only be offered in the Share
Offer. To the extent the maximum amount is not raised under this Share Offer, TradeWindow
will not issue the remainder of the New Shares authorised under this Resolution.
The directors of TradeWindow have unanimously recommended that shareholders vote in
favour of the resolution to approve the Share Offer. You are encouraged to vote whether or
not you intend participating in the Share Offer itself.
Rationale
TradeWindow is an early-stage growth company and has previously advised that further
investment would be necessary to achieve its goals. In July, TradeWindow successfully raised
5
$10m from shareholders to drive organic growth in New Zealand and Australia, build the
global trade platform and accelerate global expansion opportunities, including the
acquisition of Rfider. At TradeWindow’s half-year results on 17 November, we outlined
notable progress on each of these areas.
TradeWindow considered various offer structures to raise the required capital, but believes
that the placement structure adopted here offers the greatest flexibility to fulfil demand from
new and existing shareholders. A traditional rights offer structure would not enable
TradeWindow to adequately seek external demand. An accelerated rights offer adds
complexity, particularly without an underwriter, and also leaves TradeWindow with a short
window within which to seek external investors to take any shortfall (should there be one). In
a challenging environment for capital raising, it is vital that TradeWindow has sufficient time to
pursue all potential avenues of investment. TradeWindow will prioritise applications from
existing investors by ensuring that existing eligible shareholders are allocated the total number
of New Shares they apply for (or, to the extent that applications are received under the Share
Offer in excess of the maximum amount offered, at least such number of New Shares as is
required to maintain their pro rata shareholding (or the total number of New Shares they
applied for, if lower). By prioritising existing shareholders, TradeWindow believes that there is
adequate protection for existing shareholders in the structure and it is in the best interests of
all shareholders. Given the ability for existing investors generally to easily apply for shares in
the placement, a share purchase plan would not bring additional benefit.
Proceeds
This Share Offer seeks capital so that TradeWindow can continue to:
1.Drive organic growth and a path to profitability:
•Driving revenue growth by activating partners across USA, Philippines, Thailand and
Indonesia.
•Establishing new channel partnerships across Australia / New Zealand for deployment
capabilities and low-cost customer acquisition.
•Further investment in digital tools to automate the sales, marketing and support
processes for scaled, targeted and efficient revenue generation.
•Further sales and marketing resources.
2.Building the global trade platform:
•Expedite the convergence of acquired and proprietary solutions into the global trade
platform. TradeWindow must move quickly to capture the market opportunity; this
requires additional development and testing capabilities.
•Replace legacy solutions with easily configurable solutions which allow for rapid
deployment and therefore margin growth.
•Meet solution localisation requirements needed to be competitive in offshore markets.
3.Deliver balance sheet strength:
•Secure funding needed to execute the growth strategy and provide a pathway to
profitability.
•Progress towards EBITDA break-even, which is forecast to occur in FY25 as described in
further detail in the investor presentation.
6
Share Offer
TradeWindow is targeting proceeds of up to $20 million under the Share Offer.
There is no minimum amount of proceeds sought under the Share Offer – TradeWindow
reserves the discretion to accept subscriptions for less than the targeted amount.
TradeWindow believes an offer that is open to both existing shareholders and new investors
provides a lower degree of execution risk for TradeWindow than a rights issue, while being fair
to existing shareholders by giving them the opportunity to participate alongside new
investors. TradeWindow believes that attracting new, high quality investors onto its register is
important in ensuring that it can continue to access the capital required to execute on its
growth opportunities, and will be beneficial to existing shareholders by providing increased
liquidity on market.
To the extent that applications are received under the Share Offer in excess of the total
amount to be raised, those applications will be subject to scaling at the discretion of
TradeWindow (with existing shareholders to be prioritised, as described in further detail in the
share offer letter).
Current TradeWindow shareholders and new investors who subscribe for New Shares under
the Share Offer are subject to applicable Takeovers Code restrictions. Therefore, current and
new investors will not be permitted to subscribe for those number of New Shares under the
Share Offer which will have the effect of increasing their level of voting rights in TradeWindow
above the 20% threshold as set out in the Takeovers Code.
Dilutive effect
The dilutionary impact of the issue of the New Shares under the Share Offer is set out below.
1
Note the calculations below presume an existing shareholder does not apply for any New
Shares, and are subject to any further share issues that may occur in accordance with the
Rules prior to the New Shares being issued, including in respect of any new shares issued as
part consideration pursuant TradeWindow's recent acquisition of Rfider Limited (see further
information on TradeWindow's NZX announcements page). Existing shareholders will be able
retain their current pro rata share ownership by applying for the same proportion of the
maximum number of New Shares to be offered under the Share Offer.
Current shares on issue: 100,804,700
Maximum number of New Shares to be issued
under Share Offer:
Shares to be issued to Rfider:
4,335,260
Total shares on issue if the Resolution is passed
and the maximum number of New Shares are
issued (excluding shares to be issued to Rfider):
Example shareholder percentage currently:
5%
Example shareholder percentage after share
issue assuming eligible shareholder applies for its
pro rata proportion of the Share Offer:
2
Example shareholder percentage after share
issue assuming shareholder does not participate:
1
The calculations assume that the maximum number of New Shares under the Share Offer are issued.
2
As noted above, eligible existing shareholders who apply for at least their pro rata proportion of the maximum amount offered
under the Share Offer will be allocated at least such number of shares as is necessary to maintain their pro rata shareholding.
4
4,444,444
145,249,144
3.5%
5%
7
Director participation
The Share Offer will be open to all Directors and employees, and any Associated Persons of
any Director or employee, of TradeWindow, who wish to apply for New Shares under the
Share Offer.
Offer Timing and Key Dates
The key dates for the Share Offer are as follows.
DATE EVENT
17 January 2023 Share Offer opens
31 January 2023 TradeWindow Special Meeting
17 February 2023 Share Offer closes (last day for Applications)
20 February 2023 Announce results of Share Offer
Approximately
23 February 2023
Settlement and Allotment of New Shares under the Share Offer on the NZX Main Board
Approximately
27 February 2023
Share Offer confirmation despatched to participating Investors
*TradeWindow reserves the right to alter the key dates for the Share Offer (subject to the Rules and applicable laws)
Key Metrics
The key metrics for the Share Offer are as follows.
Issue Price per share
44,444,444
Maximum number of shares to be issued
$0.45
8
PROCEDURAL NOTES AND OTHER INFORMATION
Persons entitled to vote
The persons who will be entitled to vote at the Special Meeting are those persons (or their
proxies or representatives) registered on the Company's register of Shareholders as the
holders of shares as at 5pm on Friday 27 January 2023.
Voting restrictions
There are no voting restrictions applicable in the Resolution.
Casting your vote
Shareholders may cast their vote in one of three ways:
(a)Attending the meeting
Shareholders will not be able to attend the Special Meeting in person. Attendance will only
be via the Computershare Meeting Platform at https://meetnow.global/nz. To access the
meeting, click ‘Go’ under the TradeWindow meeting and then click ‘Join Meeting Now’.
Select ‘Shareholder’ on the login screen and enter your CSN/Securityholder Number and post
code (or country of residence if outside of New Zealand). Please refer to the Virtual Meeting
Guide attached to this Notice of Special Meeting for more information. You will need the
latest version of Chrome, Safari, or Edge to access the meeting. Please ensure your browser is
compatible.
(b)Appointing a proxy
All Shareholders of the Company entitled to attend and vote at the meeting are entitled to
appoint a proxy to attend and vote for them instead by signed notice in writing. A proxy
need not be a shareholder of the Company. If you appoint a proxy, you may either direct
your proxy how to vote for you on some or all resolutions or you may give your proxy
discretion to vote as he or she sees fit. If you wish to give your proxy discretion, then you must
mark the appropriate boxes on the form to grant your proxy that discretion. If you do not tick
any box for a particular resolution, then the proxy will vote as he or she sees fit.
If you do not name a person as your proxy or your named proxy does not attend the
meeting, the Chair of the Meeting will be appointed your proxy and will vote in accordance
with your express direction. The Chair of the Meeting intends to vote any undirected proxies
held by him in favour of the Resolution.
If you provide a postal vote (For, Against, Abstain) and also appoint a proxy, your postal vote
will take priority over your proxy appointment. A Proxy Form is enclosed with this Notice of
Special Meeting. If used to appoint a proxy, it must be received at Computershare Investor
Services, no later than 4pm (NZ time) on Sunday 29 January 2023.
9
(c)Casting a postal vote
Shareholders who are entitled to attend and vote at the Special Meeting may cast a postal
vote instead of attending in person or appointing a proxy. A Voting/Proxy Form is attached
to this Notice of Special Meeting. If used to cast a postal vote, it must be received at
Computershare Investor Services, no later than 4pm (NZ time) on Sunday 29 January 2023.
(d)Online appointment of proxies and postal voting
Proxy appointments or postal votes can be lodged online at www.investorvote.co.nz. To vote
online you must enter your CSN/Securityholder number, post code/Country of Residence and
the secure access Control Number that is located on the front of your Voting/Proxy Form or
advised in the email notification you received.
To cast a postal vote or appoint a proxy, select your preferred voting method and follow the
prompts online.
Ordinary Resolutions
The Resolution will be passed if approved by ordinary resolution at the Special Meeting. An
ordinary resolution means a resolution passed by a simple majority of the votes of
Shareholders of the Company entitled to vote and voting on the resolution.
NZX
NZX Regulation Limited (NZ RegCo) does not object to this Notice of Special Meeting and
does not take any responsibility for any statement contained within this Notice of Special
Meeting.
More information
A presentation providing further important information in relation to TradeWindow and the
Share Offer was today published by TradeWindow (the "Investor Presentation"). A copy of the
Investor Presentation and other important information released on 17 January 2023 are
available at www.nzx.com under the ticker code 'TWL'.
If you have any questions or require further information in relation to Share Offer, please
contact Andrew Balgarnie at +64 27 227 3541 or andrew@tradewindow.io.
www.tradewindow.io
---
VIRTUAL MEETING
TradeWindow will be conducting its Special Meeting as a virtual meeting only using Computershare’s
Meeting Platform https://meetnow.global/nz. No physical place of meeting will be made available
How to Vote on Items of Business
Appointing a proxy
All shareholders of the Company entitled to attend and vote at the meeting are
entitled to appoint a proxy to attend and vote for them instead by signed notice in
writing. A proxy need not be a shareholder of the Company. If you appoint a proxy,
you may either direct your proxy how to vote for you on some or all resolutions or
you may give your proxy discretion to vote as he or she sees fit. If you wish to
give your proxy discretion, then you must mark the appropriate boxes on the form
to grant your proxy that discretion. If you do not tick any box for a particular
resolution, then the proxy will vote as he or she sees fit.
If you do not name a person as your proxy or your named proxy does not attend
the meeting, the Chair of the Meeting will be appointed your proxy and will vote
in accordance with your express direction. The Chair of the Meeting intends to
vote any undirected proxies held by him in favour of the Resolution. If you provide
a postal vote (For, Against, Abstain) and also appoint a proxy, your postal vote will
take priority over your proxy appointment.
Casting a postal vote
Shareholders who are entitled to attend and vote at the Special Meeting may cast
a postal vote instead of attending in person or appointing a proxy.
Ordinary Resolutions
The resolution will be passed if approved by ordinary resolution at the Special
Meeting. An ordinary resolution means a resolution passed by a simple majority
of the votes of shareholders of the Company entitled to vote and voting on the
resolution.
Voting Restrictions
There are no voting restrictions applicable on the Resolution.
Signing Instructions
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign (on behalf of all shareholders). In the case of joint shareholders, if the
shareholders appoint different proxies, the vote of the proxy appointed by the
first shareholder will be counted.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Turn over to complete the form to vote
Proxy/Voting Form
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy or vote to be effective it must be received by 4.00pm on Sunday 29 January 2023.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Contact Name Contact Daytime Telephone Date
Proxy/Voting Form
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chairman or any director if you so wish.
or Sole Director/Director or Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Signature of Shareholder(s) This section must be completed.
SIGN
Voting Instructions/Voting Paper
STEP 1
Appointment of Proxy
STEP 2
hereby appoint
I/We being a shareholder/s of
Trade Window Holdings Limited
of
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the directions in Step 1 at the Special Meeting of Shareholders of
Trade Window Holdings Limited on Tuesday 31 January 2023 at 4.00pm and at any adjournment of that meeting.
AgainstFor
Proxy
Discretion
Abstain
Resolution
To consider, and if thought fit, to pass the following ordinary resolution:
Resolution
Resolution – Approval of issue of shares pursuant to Share Offer
That, in accordance with NZX Listing Rule 4.2.1, Shareholders approve an issue of up to 44,444,444 fully
paid ordinary shares of the company to both existing shareholders in TradeWindow who are resident in New
Zealand, and to institutional and professional investors in certain other countries, pursuant to the Share
Offer.
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