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WISEWAY GROUP LIMITED Capital/Financing Update 2022

May 23, 2022

66090_rns_2022-05-23_d3f035a8-0109-4398-a95e-f8e58d5fd9e4.pdf

Capital/Financing Update

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24 May 2022

Wiseway Group Limited ABN 26 624 909 682

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ASX Announcement: Letters to Eligible and Ineligible Shareholders, Prospectus and personalised Entitlement and Acceptance Forms despatched

Wiseway Group Limited (ASX:WWG) ( Wiseway or the Company ) refers to the Company’s partially underwritten non-renounceable pro-rata entitlement offer on a 4-for-25 basis of fully paid ordinary shares in the Company ( Shares ) at an issue price of $0.17 per Share to raise up to approximately $4 million ( Offer ), which was announced on 17 May 2022, full details of which are contained in the Prospectus also released to ASX on that date.

The Company confirms that the following documents (copies of the first two document below are attached to this announcement) have been dispatched:

  1. Letter to eligible shareholders, being those shareholders whose registered address is in Australia, New Zealand or Hong Kong as recorded on the Company's share registry as at 7.00pm (Sydney time) on 20 May 2022;

  2. Letter to ineligible shareholders, being those shareholders whose registered address is not in Australia, New Zealand or Hong Kong as recorded on the Company's share registry as at 7.00pm (Sydney time) on 20 May 2022; and

  3. A copy of the Prospectus together with a personalised Entitlement and Acceptance Form to eligible shareholders, which will set out the number of new shares which eligible shareholders are entitled to under the Offer, details of payments options and other instructions. Eligible shareholders should read and follow these instructions carefully to ensure their acceptance is completed according to their intentions.

Shareholders who have elected to receive registry communications electronically will receive an email containing links to download electronic copies of the relevant documents. If you are an eligible shareholder and you do not receive a paper copy of the Prospectus, you can obtain a paper copy at no charge, by calling Wiseway Group Limited on (02) 9790 7888 (from within Australia) or +61 2 9270 7888 (from outside Australia).

The Offer is currently scheduled to close on 3 June 2022 (5.00pm Sydney time).

About Wiseway Group Limited

Wiseway (ASX:WWG) is a leading provider of integrated logistics solutions, with a global network of strategically located warehouses and facilities and a large modern fleet of trucks and delivery vehicles.

Established in 2005 to serve the growing Australia-Asia Pacific trade industry, Wiseway has grown to become one of the top three outbound air freight logistics providers in Australia. With multiple strategically located operation hubs in Australia, the US, and the Asia Pacific, the Company provides its large base of domestic and international customers with specialist cross-border logistics services including air freight, sea freight, import, domestic transportation, warehousing and customs clearance.

Visit www.wiseway.com.au

NAME/ADDRESS LINE 1 NAME/ADDRESS LINE 2 NAME/ADDRESS LINE 3 NAME/ADDRESS LINE 4 NAME/ADDRESS LINE 5 NAME/ADDRESS LINE 6

24 May 2022

Dear Shareholder

NOTICE TO ELIGIBLE SHAREHOLDERS OF NON-RENOUNCEABLE ENTITLEMENT OFFER

I am writing to you as the registered holder of shares with a registered address in Australia, New Zealand or Hong Kong in Wiseway Group Limited ( Company ) as at 7.00pm (Sydney time) on 20 May 2022 ( Record Date )

As announced on 17 May 2022, the Company is undertaking a non-renounceable pro rata entitlement offer on the basis of 4 new fully paid ordinary shares ( New Share ) for every 25 fully paid ordinary shares in the Company ( Share ) held by eligible shareholders as recorded on the Company's share registry as at 7.00pm (Sydney time) on 20 May 2022 at an issue price of $0.17 per New Share ( Offer ) to raise up to approximately $4 million. The Offer will be made by way of an offer document pursuant to sections 711 and 713 of the Corporations Act 2001 (Cth) ( Offer Document ). Up to approximately 23.1 million New Shares will be issued (subject to rounding) under the Offer.

The Offer is partially and severally underwritten by Regnans Capital Pty Ltd ( Regnans ) and SG Hiscock & Company Limited ( SG Hiscock ) (together, Underwriters ).

The Company will use the funds raised from the Offer (after costs), as deposits to secure airline and aircraft relationships, plus increased working capital required to finance expansion into new routes.

The Offer is only available to shareholders whose registered address is in Australia, New Zealand, or Hong Kong as recorded with the Company's share registry as at the Record Date ( Eligible Shareholders ).

As a non-renounceable offer, rights are not tradeable on the ASX or otherwise transferable. New Shares will rank equally with the Company's existing Shares.

You should carefully consider your personal circumstances (including whether you would be an Eligible Shareholder, as defined in section 1.5 of the Prospectus) and the offer terms before deciding to participate in the Offer. If you are unsure what action you should take or have any questions about the Offer, you should contact your stockbroker, accountant or other professional adviser.

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Indicative Timetable

The indicative timetable for the Offer is as follows:

Event Date
Announcement of the Offer and lodgment of Appendix 3B 17 May 2022
Lodgement of the Prospectus with ASIC 17 May 2022
Shares traded on an "ex" entitlement basis 19 May 2022
Record date for entitlement offer at 7:00pm 20 May 2022
Letters to Eligible and Ineligible Shareholders, Prospectus and personalised 24 May 2022
Entitlement and Acceptance Forms despatched
Offer opens at 9:00am 24 May 2022
Last day to extend the closing date for the Offer 30 May 2022
Offer closes at 5:00pm 3 June 2022
New Shares quoted on a deferred settlement basis 6 June 2022
Announcement of results 8 June 2022
Settlement 10 June 2022
Allotment and issue of New Shares 10 June 2022
Despatch of holding statements for the New Shares issued under the Offer 10 June 2022
Normal trading on ASX for New Shares issued under the Offer commences 14 June 2022

This timetable is indicative only. The Company reserves the right to amend this indicative timetable at any time, subject to the agreement of the Underwriters and subject to the Corporations Act 2001 (Cth) and the Listing Rules.

In particular, subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion (subject to the agreement of the Underwriters). Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.

Shortfall Shares

Any Entitlements not taken up pursuant to the Offer ( Shortfall Shares ) will be partially underwritten by the Underwriters pursuant to the terms of the Underwriting Agreement (refer to section 7.7 of the Prospectus for details of the terms of the Underwriting Agreement). Any remaining Shortfall Shares will lapse.

Page 3

Prospectus

The Company lodged the Prospectus with ASX on 17 May 2022, and it is available on the ASX website at www.asx.com.au.The Prospectus provides further details of the Offer and attaches a personalised Entitlement and Acceptance Form , which sets out the number of Shares which you are entitled to under the Offer, details of payment options and other instructions. Please read and follow these instructions carefully to ensure your acceptance is completed according to your intentions. Please note the Offer Closing Date of 5pm (Sydney time) on 3 June 2022, which is the deadline by which your completed Entitlement and Acceptance Form and application monies (in full) must be received.

If you have any queries in relation to the Offer, please do not hesitate to contact Wiseway Group Limited on (02) 9790 7888 (from within Australia) or +61 2 9270 7888 (from outside Australia), from 8.30am to 5.30pm (Sydney time) on Monday to Friday.

Yours sincerely

Florence Tong Executive Chair and Managing Director Wiseway Group Limited

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NAME/ADDRESS LINE 1 NAME/ADDRESS LINE 2 NAME/ADDRESS LINE 3 NAME/ADDRESS LINE 4 NAME/ADDRESS LINE 5 NAME/ADDRESS LINE 6

24 May 2022

Dear Shareholder

NOTICE TO INELIGIBLE SHAREHOLDERS OF NON-RENOUNCEABLE ENTITLEMENT OFFER

I am writing to you as the registered holder of shares with a registered address outside of Australia, New Zealand or Hong Kong in Wiseway Group Limited ( Company ) as at 7.00pm (Sydney time) on 20 May 2022 ( Record Date )

As announced on 17 May 2022, the Company is undertaking a non-renounceable pro rata entitlement offer on the basis of 4 new fully paid ordinary shares ( New Share ) for every 25 fully paid ordinary shares in the Company ( Share ) held by eligible shareholders as recorded on the Company's share registry as at 7.00pm (Sydney time) on 20 May 2022 at an issue price of $0.17 per New Share ( Offer ) to raise up to approximately $4 million. The Offer will be made by way of an offer document pursuant to sections 711 and 713 of the Corporations Act 2001 (Cth) ( Offer Document ). Up to approximately 23.1 million New Shares will be issued (subject to rounding).

The Offer is partially and severally underwritten by Regnans Capital Pty Ltd ( Regnans ) and SG Hiscock & Company Limited ( SG Hiscock ) (together, Underwriters ).

The Company will use the funds raised from the Offer (after costs), as deposits to secure airline and aircraft relationships, plus increased working capital required to finance expansion into new routes.

The Offer is only available to shareholders whose registered address is in Australia, New Zealand, or Hong Kong as recorded with the Company's share registry as at the Record Date ( Eligible Shareholders ).

As a non-renounceable offer, rights are not tradeable on the ASX or otherwise transferable. New Shares will rank equally with the Company's existing Shares.

Ineligible Shareholders

The Company has determined that it would be unreasonable to extend participation in the Offer to shareholders who do not have a registered address in Australia, New Zealand or Hong Kong on the Record Date ( Ineligible Shareholders ) having regard to:

  • (a) the number of Ineligible Shareholders;

  • (b) the number and value of the New Shares that would otherwise be offered to Ineligible Shareholders; and

  • (c) the cost of complying with overseas legal and regulatory requirements.

Page 5

Indicative Timetable

The indicative timetable for the Offer is as follows:

Event Date
Announcement of the Offer and lodgment of Appendix 3B 17 May 2022
Lodgement of the Prospectus with ASIC 17 May 2022
Shares traded on an "ex" entitlement basis 19 May 2022
Record date for entitlement offer at 7:00pm 20 May 2022
Letters to Eligible and Ineligible Shareholders, Prospectus and personalised 24 May 2022
Entitlement and Acceptance Forms despatched
Offer opens at 9:00am 24 May 2022
Last day to extend the closing date for the Offer 30 May 2022
Offer closes at 5:00pm 3 June 2022
New Shares quoted on a deferred settlement basis 6 June 2022
Announcement of results 8 June 2022
Settlement 10 June 2022
Allotment and issue of New Shares 10 June 2022
Despatch of holding statements for the New Shares issued under the Offer 10 June 2022
Normal trading on ASX for New Shares issued under the Offer commences 14 June 2022

This timetable is indicative only. The Company reserves the right to amend this indicative timetable at any time, subject to the agreement of the Underwriters and subject to the Corporations Act 2001 (Cth) and the Listing Rules.

In particular, subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion (subject to the agreement of the Underwriters). Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.

Shortfall Shares

Any Entitlements not taken up pursuant to the Offer ( Shortfall Shares ) will be partially underwritten by the Underwriters pursuant to the terms of the Underwriting Agreement (refer to section 7.7 of the Prospectus for details of the terms of the Underwriting Agreement). Any remaining Shortfall Shares will lapse.

Page 6

Nominee

The Company has not appointed a nominee in respect of the Entitlements of Ineligible Shareholders pursuant to section 615 of the Corporations Act 2001 (Cth) ( Corporations Act ). Accordingly, item 13 of section 611 of the Corporations Act (the Rights Issue Exemption ) is not available to Shareholders taking up their Entitlement under the Offer.

Prospectus

The Company lodged the Prospectus with ASX on 17 May 2022, and it is available on the ASX website at www.asx.com.au. The Prospectus provides further details of the Offer in detail.

If you have any queries in relation to the Offer, please do not hesitate to contact Wiseway Group Limited on (02) 9790 7888 (from within Australia) or +61 2 9270 7888 (from outside Australia), from 8.30am to 5.30pm (Sydney time) on Monday to Friday

Yours sincerely

Florence Tong Executive Chair and Managing Director Wiseway Group Limited

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