WISE PLC

Prospectus • Jul 2, 2021

National Storage Mechanism | Additional information

RNS Number : 0387E

Wise PLC

02 July 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and is not a prospectus nor an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan or Australia.

Neither this announcement, nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of the information contained in the prospectus referred to herein (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, published by Wise plc (the "Company" and together with its subsidiaries, "Wise" or the "Group") today in connection with the proposed admission of Class A ordinary shares in the capital of the Company (the "Shares") to the standard listing segment of the Official List of the FCA and to trading on the main market of London Stock Exchange plc (together, "Admission"). A copy of the Prospectus has been submitted to the FCA's National Storage Mechanism and will shortly be available for inspection at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism and made available on the Company's website at www.wise.com/owners, subject to certain access restrictions.

2 July 2021

Approval and Publication of Prospectus

Following the announcement on 24 June 2021 of its confirmed intention to float, Wise today confirms that its Prospectus in respect of its anticipated listing has been approved by the FCA and published by the Company. The Prospectus will shortly be available on Wise's website at https://www.wise.com/owners, subject to certain access restrictions.

A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Admission is expected to take place at 08.00 am (London time) on 7 July 2021. The opening auction in respect of the Shares will commence at 7.50 am (London time) on this date and last for 190 minutes, with normal dealings in the Shares expected to commence no earlier than 11.00 am (London time). Further details of the opening auction process are detailed in the Prospectus.

Enquiries:

Wise

Martin Adams - Head of Investor Relations

martin.adams@wise.com

Abigail Daniels - Head of Public Relations

press@wise.com

Brunswick Group

Charles Pretzlik / Sarah West / Samantha Chiene

Wise@brunswickgroup.com

+44 (0) 20 7404 5959

Lead Financial Advisers

Goldman Sachs International

Richard Cormack / Clif Marriott / Jimmy Bastock / Adam Laikin

+44 (0)207 774 1000

Morgan Stanley

Henrik Gobel / Michelle Carmichael / Angus Millar / Luka Kezic

+44 (0)207 425 8000

Barclays

Tom Johnson / Ahsan Raza

+44 (0) 207 623 2323

Co-adviser

Citigroup

Michael Lavelle

+44 (0) 207 500 5000

Important Legal Information

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

Each of Goldman Sachs International, Morgan Stanley & Co. International plc, Barclays Bank PLC and Citigroup Global Markets Limited (together, the "Banks") is acting exclusively for Wise and no one else in connection with the possible direct listing, and will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to the possible direct listing and will not be responsible to anyone other than the Wise for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible direct listing, the contents of this announcement or any transaction, matter, or arrangement referred to in this announcement. Each of the Banks is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA.

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, South Africa or Japan or in any other jurisdiction where, or to any person to whom, to do so would constitute a violation of applicable law or regulation. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The securities referred to in this announcement may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

These materials do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.

Accordingly, unless an exemption under any applicable law is available, the securities may not be offered or sold directly or indirectly, in the US, Canada, Australia or Japan or any other country where such distribution may otherwise lead to a breach of any law or regulatory requirement.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of retained European Union law as defined in the European Union (Withdrawal) Act 2018 (all such persons together being referred to as "Relevant Persons"). In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified Investors"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about Wise and its subsidiaries. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation or warranty is made or will be made that any forward-looking statement will come to pass. The forward-looking statements in this announcement speak only as at the date of this announcement.

Each of Wise, the Banks, and their respective affiliates as defined under Rule 501(b) of Regulation D of the US Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

The information in this announcement is subject to change. Persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus.

Persons considering making investments should consult an authorised person specialising in advising on such investments.

None of the Banks nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/or agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to Wise and/or its subsidiaries and associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the Banks and their respective affiliates, their or their affiliates' respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

PDIKZGGNGZZGMZM