TradeWindow announces $2.2m capital raising – update

Template
Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 4

Section 1: Issuer information (mandatory)
Name of issuer Trade Window Holdings Limited
Class of Financial Product Ordinary shares
NZX ticker code TWL
ISIN (If unknown, check on NZX
website)
NZTWLE0004S0
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
X Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Placement X
Record date 25/03/2024
Ex Date (one business day before the
Record Date)
22/03/2024
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
No
Details of approvals required N/A
Section 6: Share Purchase Plans/retail offer
1

(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
OR
Maximum dollar amount of Equity
Securities to be issued
Up to NZ$50,000 per eligible shareholder with a
registered address in New Zealand, for an aggregate offer
size of up to NZ$200,000. TWL reserves the right to, at
its absolute discretion, allow oversubscriptions.

1

In this Corporate Action Notice, a “retail offer” refers to an offer that is not a Rights issue, Accelerated Offer or Share Purchase
Plan, but is nonetheless open to “retail” investors of the Issuer (for example an offer that would be a Share Purchase Plan but for
the amount offered to each shareholder exceeding the relevant limit).

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Minimum application amount (if
any)
No minimum.
Maximum application amount per
Equity Security holder
NZ$50,000
Subscription price per Equity
Security
The lower of the Placement Price (NZ$0.175) or a 2.5%
discount to the VWAP of TradeWindow shares traded on
the NZX during the 40 days up to, and including, the end
of the Share Purchase Plan offer period.
Scaling reference date
2
By reference to holdings at the Record Date.
Closing date 19/04/2024
Allotment date 26/04/2024
Section 7: Placement
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
11,428,571
Issue price per Equity Security NZ$0.175
Maximum dollar amount of Equity
Securities to be issued
3

Aggregate offer size of up to NZ$2,000,000, with the
ability to accept oversubscriptions at TWL's absolute
discretion.
Proposed issue date Progressive settlement and allotment within approximately
5 Business Days of receipt of funds from the time at which
the NZ$1 million minimum subscription amount is
reached.
Existing holders eligible to
participate
4

Y
Related Parties eligible to
participate
5

Y
Basis upon which participation by
existing Equity Security holders will
be determined
Shares will be allocated in order of the applications
received. TWL does not plan to scale share allocations.
Purpose(s) for which the Issuer is
issuing the Equity Securities
Drive organic growth in Australia:

2
Scaling for a Share Purchase Plan must be determined as set out in the definition of “Share Purchase Plan” in the Listing Rules.
Retail offers may apply a different basis for scaling.

3

Where the issue price per Equity Security is not fixed, and the number of Equity Securities to be issued is not known, the Issuer
should instead indicate the maximum dollar amount of Equity Securities to be issued.
4
Issuers should answer Y if existing shareholders are eligible to participate even if their participation is subject to satisfaction of
eligibility criteria applying to the placement generally, such as the offer only being made to investors in certain jurisdictions or with a
certain status, such as wholesale, sophisticated or professional investors only.
5
Issuers should answer Y if there are no restrictions on participation by Related Parties as a result of their status as Related Parties
(i.e. restrictions on participation applying to the placement generally should be disregarded).

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• Capture further market share in Australia with a
focus on direct sales and establishing channel
partnerships.
• Build company and product profile to support lead
generation and conversion in the Australian
market.
Path to profitability in FY25:
• Strengthen balance sheet to take the business
through to profitability during FY25.
• Provide resilience to weather unforeseen trading
variability and macroeconomic events.
Supporting existing solutions:
• Maintain existing solutions to ensure a high-quality
user experience and reliability.
• Progressive release of new revenue generating
features and functionality which provide a pathway
to delivering the global trade platform.
Reason for placement rather than a
pro-rata rights issue or an offer
under a Share Purchase Plan in
which the Issuer’s existing Equity
Security holders would have been
eligible to participate
TWL considers a placement and Share Purchase Plan
structure to be in the best interests of TWL and its existing
shareholders, as the placement will allow TWL to access
a broader pool of potential investors giving greater
certainty around the achievement of the targeted raising
size and more favourable pricing for TWL. The Share
Purchase Plan will allow existing investors to participate at
the same price as the placement
Equity Securities to be issued
subject to voluntary escrow
N
Number and class of Equity
Securities to be issued that will be
subject to voluntary escrow and the
date from which they will cease to
be escrowed
N/A
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed No
Name of Lead Manager(s) N/A
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
N/A
Underwritten No
Name of Underwriter(s) N/A
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
N/A
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
N/A

4 of 4
Summary of significant events that
could lead to the underwriting
being terminated
N/A
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Andrew Balgarnie, Chief Strategy Officer
Contact person for this announcement Andrew Balgarnie
Contact phone number +64 27 559 4133
Contact email address andrew@tradewindow.io
Date of release through MAP 26/03/2024


* Please do not delete individual rows. Full sections can be deleted if the section relates to a different type of
corporate action
** Please note that in NZX’s systems, standard rounding indicates 0.5 and above round up, below 0.5 round down.
Please contact NZX if you are intending to treat fractions differently.