TradeWindow announces opening of Share Purchase Plan

MEDIA RELEASE

TradeWindow announces opening of Share Purchase Plan

Auckland, NZ – 8 April 2024

Trade Window Holdings Limited (NZX: TWL) ("TradeWindow") is pleased to announce the opening of its share purchase plan to raise up to NZ$200,000 ("SPP").

This SPP is further to the announcement on 26 March 2024 in respect of TradeWindow's placement of newly issued ordinary shares to existing and new institutional and other select investors (the "Placement") forming part of TradeWindow's aggregate capital raising of up to NZ$2,200,000.

The SPP is open to TradeWindow shareholders recorded on TradeWindow's register as at 5.00pm (NZ time) on 25 March 2024 that:
a)have an address in New Zealand; and
b)are not acting for the account or benefit of a person who resides outside New Zealand.

Eligible shareholders will receive their application forms to apply for up to a maximum of NZ$50,000 of new shares per shareholder at an issue price equal to the lower of:
a)NZ$0.175 per new share (being the same issue price as the Placement); and
b)a 2.5% discount to the volume weighted average price of TradeWindow shares traded on the NZX during the 40 trading days prior to, and including, the end of the SPP offer period.

TradeWindow has the ability to accept any oversubscriptions, at its full discretion, which will be scaled having regard to existing shares held at 5.00pm (NZ time) on 25 March 2024.

The new shares will rank equally with existing TradeWindow shares on issue.

TradeWindow Chief Executive AJ Smith repeated the comments he made when the capital raising was launched last month:
“Since TradeWindow began to commercialise its digital trade solutions in 2020, shippers and freight forwarders across Australia and New Zealand have moved quickly to reap the productivity benefits they offer.

“In the three years to the end of March 2023, we delivered a compound annual revenue growth rate of 140% . Meanwhile, over FY24 we have maintained strong momentum, despite significant and well-publicised constraints on our growth capital and despite our core customers weathering an economic climate that can only be described as ‘hostile’.

“TradeWindow has met these challenges with focus, confidence and commitment, demonstrating their resilience. We have successfully offset the impact of widespread consolidation in the shipping services market by selling more of our solutions to existing clients seeking the immediate cost savings and productivity gains they deliver.

“At the same time we have continued to win new customers. Over time we expect these customers to follow what is now a well-trodden path of extending the range of TradeWindow solutions they deploy.

"As we highlight with our guidance today, we see no let-up in this growth in the foreseeable future and we now can see a clear path to EBITDA breakeven and positive cashflow.

“TradeWindow has more than demonstrated the value of its products to the export services industry and, in doing so, their potential to sit at the heart of the exchange of digital of trade information globally,” Mr Smith said.

“We have earned the right to grow. This capital raising, which we expect to see us through to EBITDA, and cashflow breakeven, now seeks investor endorsement of this proposition.”

Eligible shareholders can apply online at www.shareoffer.co.nz/tradewindow until 5.00pm (NZ time) on Friday, 19 April 2024.
The SPP offer document can be found at www.shareoffer.co.nz/tradewindow.

Event Date
Record date: 5.00pm (NZ time), Thursday, 25 March 2024
SPP opens: Monday, 8 April 2024
Entitlement letters sent to eligible shareholders: Monday, 8 April 2024
SPP closes: (last time for applications, unless extended) 5.00pm (NZ time), Friday, 19 April 2024
SPP results and issue price announced: 23 April 2024
Settlement of SPP and commencement of trading of allotted shares under the SPP on the NZX: 26 April 2024

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 Placement and SPP, please refer to the capital raising presentation released to the NZX on 26 March 2024.

More investor information about TradeWindow, including the investor presentation, is available at www.nzx.com under the ticker "TWL".

ENDS

Released for and on behalf of TradeWindow by:
Deidre Campbell
Chief Financial Officer

For further information:

Investors
Andrew Balgarnie
TradeWindow
+64 275 594 133

Media
Richard Inder
The Project
+64 21 645 643

About TradeWindow:
Founded in December 2018, TradeWindow is an early-stage software company that provides digital solutions for exporters, importers, freight forwarders, and customs brokers to drive productivity, increase connectivity, and enhance visibility. TradeWindow’s software solutions integrate to form a cohesive digital trade platform that enables customers to more efficiently run their back-end operations, share information and securely collaborate with a global supply chain made up of customers, ports, terminals, shipping lines, banks, insurance companies, and government authorities.
www.tradewindow.io

Not for distribution or release in the United States.
This announcement is not financial product advice and has not taken into account your objectives, financial situation or needs. This announcement has been prepared for release in New Zealand. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any jurisdiction in which such an offer would be illegal. The offer and sale of the shares referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the new shares to be offered and sold in the Placement may not be offered or sold, directly or indirectly, in the United States or to persons that are acting for the account or benefit of persons in the United States, unless they have been registered under the U.S. Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws. The new shares to be offered and sold in the SPP may not be offered or sold, directly or indirectly, to any person in the United States or any person acting for the account or benefit of a person in the United States

---

Announcement PDF