REG - Wellnex Life Limited - WRAP Retail Offer for up to £0.3 million

Close BrothersAnnouncement

19/03/2025 14:15

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RNS Number : 3391B  Wellnex Life Limited  19 March 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

19 March 2025

 

Wellnex Life Limited

("Wellnex Life" or the "Company")

 

WRAP Retail Offer for up to £0.3 million

 

Wellnex Life Limited,  an Australian incorporated innovative brand and
distribution company with a driven focus on consumer-centric health and
wellness products, is pleased to announce a retail offer via the Winterflood
Retail Access Platform ("WRAP") to raise up to £0.3 million (the "WRAP Retail
Offer") through the issue of new ordinary shares of no par value in the
capital of the Company ("Ordinary Shares").

 

Under the WRAP Retail Offer up to 945,000 new Ordinary Shares (the "WRAP
Retail Offer Shares") will be made available at a price of £0.3175 (A$0.65)
per share (the "Issue Price").

 

The WRAP Retail Offer will remain open until 26 March 2025, following which
application will be made for the WRAP Retail Offer Shares to be admitted to
trading on AIM. The net proceeds of the WRAP Retail Offer will support the
Company's overall strategy of driving sales, increasing its margins and
profitability and providing products that retailers and consumers desire to
become a major participant in the global consumer health market, whilst also
providing the Company with additional working capital.

 

In addition to the WRAP Retail Offer and as announced via the Company's
Schedule One announcement on 18 March 2025, the Company has, subject to
Admission (as defined below), completed a total fundraising of £5.22 million
(A$10.68 million) million (before expenses) (the "Fundraise") in conjunction
with the Company's Admission to trading on the AIM Market of the London Stock
Exchange ("Admission"). As part of the Fundraise, the Company has raised gross
proceeds of £3.3 million via a placing to UK based investors (the "Placing")
at the Issue Price. The Company's Schedule One can be viewed via the following
link:
https://www.londonstockexchange.com/news-article/market-news/schedule-one-update-wellnex-life-limited/16945998
(https://www.londonstockexchange.com/news-article/market-news/schedule-one-update-wellnex-life-limited/16945998)

 

Following the publication of the Company's AIM Admission Document on 18 March
2025 (see below), it is anticipated that Admission will become effective and
that dealings in the Ordinary Shares pursuant to the Company's Admission to
trading on AIM will commence on AIM at 8 a.m. on 21 March 2025.

 

The Company has made a separate announcement on the ASX regarding the
publication of the Company's Admission Document. This announcement can be
viewed via:
https://wellnexlife.investorportal.com.au/share-price-and-announcements/
(https://wellnexlife.investorportal.com.au/share-price-and-announcements/)

 

The Admission Document can be downloaded via the following link:
https://wellnexlife.investorportal.com.au/wp-content/uploads/2025/03/WNX_AIM_Admission-Document_Mar2025.pdf
(https://wellnexlife.investorportal.com.au/wp-content/uploads/2025/03/WNX_AIM_Admission-Document_Mar2025.pdf)

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing
or Admission and the WRAP Retail Offer will complete following Admission. It
is anticipated that Admission will become effective and that dealings in the
Ordinary Shares pursuant to the WRAP Retail Offer Shares will commence on AIM
at 8 a.m. on 27 March 2025.

 

Admission Document

The Company has published an Admission Document in compliance with the AIM
Rules for Companies published by London Stock Exchange for a quoted applicant.
It includes, inter alia, all information that is, under these rules, required
for an admission document which is not currently publicly available.
Information which is public includes, without limitation, all information
available on the Company's website (collectively, the "Public Record"). The
Public Record can be accessed freely. Further, the contents of the Schedule
One announcement and any Appendix to the Schedule One Announcement have not
been approved by an authorised person for the purposes of section 21 of FSMA,
nor will not be filed with or approved by the FCA or any other government or
regulatory authority in the UK.

 

WRAP Retail Offer

The Company values its retail shareholder base and believes that it is
appropriate to provide both new and existing retail shareholders in the United
Kingdom the opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom, being new or existing shareholders of Wellnex
Life Limited, following release of this announcement and through certain
financial intermediaries.

 

A number of retail platforms are able to access the WRAP Retail Offer.
Non-holders or existing shareholders wishing to subscribe for Retail Offer
Shares should contact their broker or wealth manager who will confirm if they
are participating in the Retail Offer.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com.

 

The Retail Offer is expected to close at Midday on 26 March 2025. Eligible
retail investors should note that financial intermediaries may have earlier
closing times.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary and, as at the date hereof or will
be, prior to placing an order for WRAP Retail Offer Shares, shareholders in
the Company which may include individuals aged 18 years or over, companies and
other bodies corporate, partnerships, trusts, associations and other
unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size or timings of the retail
offer at its discretion. The Company reserves the right to scale back any
order and to reject any application for subscription under the WRAP Retail
Offer without giving any reason for such rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Offer Shares will, when issued, be credited as fully paid, and have
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

 

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Placing Price does not exceed
£0.3 million, or such size as agreed by the Company.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As
such, there is no need for publication of a prospectus pursuant to the
Prospectus Regulation Rules of the Financial Conduct Authority, or for
approval of the same by the Financial Conduct Authority. The WRAP Retail Offer
is not being made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
submitted to be approved by the Financial Conduct Authority (or any other
authority) in relation to the WRAP Retail Offer, and investors' commitments
will be made solely on the basis of the information contained in this
announcement and information that has been published by or on behalf of the
Company prior to the date of this announcement by notification to a Regulatory
Information Service in accordance with the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU
Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom
law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Ordinary Shares and investment in
the Company carries a number of risks, including the risk that investors may
lose their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the
Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

 

 Wellnex Life Limited                            Tel: +61 3 8399 9419

 George Karafotias (CEO)

 SP Angel Corporate Finance LLP (Joint Broker)   Tel: +44 20 3470 0470

 David Hignell

 Vadim Alexandre

 Winterflood Retail Access Platform              WRAP@winterflood.com (mailto:WRAP@winterflood.com)

 Joe Winkley                                     +44(0) 20 3100 0286

 Sophia Bechev

Further information on the Company can be found on its website at
www.wellnexlife.com.au (http://www.wellnexlife.com.au)

 

The Company's LEI is 2138001FL9C36DUOUX55.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 Important Notices

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities
Limited ("Winterflood"), which is authorised and regulated by the Financial
Conduct Authority.

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Ordinary Shares is being made in the United States. The
Ordinary Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Ordinary Shares in the United
States, Australia, Canada, New Zealand, Japan, the Republic of South Africa,
any member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). Winterflood is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements referred to in
this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
AIM or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or 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. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Ordinary Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

Strand Hanson Limited , which is authorised and regulated by the FCA in the
United Kingdom, is acting Nominated Adviser to the Company in connection with
the Admission. Strand Hanson Limited has not authorised the contents of, or
any part of, this announcement, and no liability whatsoever is accepted by
Strand Hanson Limited for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information. The responsibilities of Strand Hanson Limited as the Company's
Nominated Adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange plc and are not
owed to the Company or to any director or shareholder of the Company or any
other person, in respect of its decision to acquire shares in the capital of
the Company in reliance on any part of this announcement, or otherwise.

 

SP Angel Corporate Finance LLP is authorised and regulated by the FCA in the
United Kingdom. SP Angel Corporate Finance LLP is acting as broker for the
Company and no one else in connection with the WRAP Retail Offer and the
contents of this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as its client in relation to the WRAP
Retail Offer or the contents of this Announcement nor will it be responsible
to anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Winterflood by FSMA or the regulatory regime established
thereunder, Winterflood accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for the WRAP Retail Offer or
the contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this Announcement, whether as to the past or the
future. Winterflood accordingly disclaims all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of the contents of this Announcement
or any such statement.

 

 

 

 

 

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