Proposed sale of Send Global

04 November 2025

Market announcement
NZX Limited
AUCKLAND

Being AI Limited Announces Proposed Sale of Send Global Limited
Being AI Limited (NZX: BAI) today announced a proposed transaction to sell its remaining business
unit, Send Global Limited (Send Global), following a comprehensive strategic review aimed at
stabilising BAI’s financial position.
Strategic Review and Proposed Transaction
Since March 2025, BAI’s Board has been undertaking a strategic review which to date has resulted in
significant cost reductions, operational savings, and the divestment of BAI group assets. More
recently, the focus has shifted to Send Global which, as at 31 October 2025, had outstanding debt of
$9,319,317.42 owing to ANZ and $3,848,558.80 (excluding unpaid interest) to Wilshire Treasury
Limited (Wilshire).
While Send Global continues to perform well, its projected contributions for FY26 and beyond are
insufficient to offset overheads, interest payments and other costs associated with BAI and its
subsidiaries.
As a result, Send Global is unlikely to generate any shareholder returns without further financial
support from Wilshire.
In the course of its analysis of Send Global’s future prospects, the Board received a non-binding
indicative offer (NBIO) from Wilshire to acquire 100% of Send Global’s shares and all related assets. A
committee of independent directors - Michael Stiassny, Greg Cross, and Steve Phillips (Independent
Directors) - assessed the offer with the support of Simmons Corporate Finance Limited, which
provided an independent valuation of Send Global’s shares.
After evaluating the options, the Independent Directors determined that there were no viable or
competing alternatives to address BAI’s financial position. Entities associated with Wilshire act as the
major shareholder of BAI (together owning ~86% of BAI’s shares), lenders to BAI and Send Global, and
guarantors of Send Global’s senior debt, and therefore provide critical financial support to the BAI
Group. The proposed sale to Wilshire was accepted by the Independent Directors, as the offer aligns

with the independent valuation of Send Global’s shares and represents the most pragmatic solution
given the current financial position of BAI and Send Global.
Without this transaction, BAI faces further significant financial risks, including the potential inability
to meet its debt obligations. Following a period of negotiation, the Independent Directors concluded
that Wilshire’s offer is the most effective path forward in the circumstances and in the best interests
of BAI.
BAI and Wilshire have now entered into a conditional sale agreement.
Key Terms of the Sale Agreement
• Assets: Wilshire will acquire all shares in Send Global and other related assets, excluding
specific assets such as cash, deferred tax assets, and GST receivables.
• Consideration: The total consideration is NZ$8,789,676.00
1
, comprising:
o Wilshire assuming BAI’s outstanding loan and trade balance with Send Global.
o Wilshire offsetting BAI’s outstanding loan to Wilshire.
o A cash payment of NZ$202,000 to BAI.
• Conditions: The transaction is subject to shareholder approval (including as required under
NZX LR 5.1 (Disposal or Acquisition of Assets) and 5.2 (Transactions with Related Parties)) and
ANZ’s consent.
Next Steps
BAI will hold a Special Shareholder Meeting, where shareholders will vote on the proposed
transaction. The Notice of Meeting and Simmons Corporate Finance’s Appraisal Report, which will
provide further details regarding the proposed transaction, will be made available in due course.
The Independent Directors will unanimously recommend shareholders vote in favour of the
transaction, as it represents the best possible outcome for BAI shareholders not associated with
Wilshire.
If approved, the transaction is expected to settle in late 2025. Following settlement, BAI intends to
maintain its listing on the NZX while the directors seek to identify and execute potential new
acquisition opportunities that are in the best interests of all shareholders.
[ends]

This announcement has been authorised by BAI Board Chair, Michael Stiassny.

Mobile 021 821 166
michael@stiassny.com

1
The consideration is subject to adjustment in accordance with the Sale Agreement to reflect changes in the outstanding loan and trade balance owed
to Send Global, or the outstanding loan owed to Wilshire, between 30 September 2025 and completion, but the cash payment of NZ$202,000 will not
change.