https://www.nzx.com/announcements/405385

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 AND 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.