REG - Wellnex Life Limited - Result of WRAP Retail Offer

Wellnex LifeAnnouncement

27/03/2025 07:15

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RNS Number : 4668C  Wellnex Life Limited  27 March 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN 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 CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAWS OF
ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

 

Wellnex Life Limited

("Wellnex Life" or the "Company")

 

Result of WRAP Retail Offer

 

Wellnex Life Limited (AIM: WNX | ASX: WNX), an Australian incorporated
innovative brand and distribution company with a driven focus on
consumer-centric health and wellness products, confirms that further to the
announcement made on 19 March 2025
(https://www.londonstockexchange.com/news-article/market-news/wrap-retail-offer-for-up-to-ps0-3-million/16948653)
, that it has raised aggregate gross proceeds of £0.155 million (A$0.317
million) pursuant to the WRAP Retail Offer. Accordingly, the Company will
issue a total of 488,216 new Ordinary Shares at the Issue Price pursuant to
the WRAP Retail Offer.

 

In total, the Fundraise and the WRAP Retail Offer have raised gross proceeds
of approximately £5.38 million (A$11.0 million) for the Company.

 

George Karafotias, Chief Executive officer of Wellnex Life, said "My
colleagues and I are excited by the opportunities for the Company arising from
its listing on AIM and are grateful to the investors who have chosen to
support us, including our new shareholders who have partaken in the WRAP
Retail Offer, demonstrating additional support from private investors in the
UK.

 

"It has been a long process but following the recent settlement of the
deferred consideration for Pain Away, we can pursue new business development
opportunities with a significantly stronger balance sheet. I look forward to
providing our shareholders with further updates as we work towards our goal of
becoming a major participant in the global consumer health market. "

 

Admission and Total Voting Rights

Application has been made for the WRAP Retail Offer Shares to be admitted to
trading on AIM ("Admission"). Admission is expected to become effective on 28
March 2025.

 

Upon Admission, the Company's issued ordinary share capital will consist of
67,125,375 Ordinary Shares with one voting right each. The Company does not
hold any Ordinary Shares in treasury. Therefore, from Admission the total
number of Ordinary Shares and voting rights in the Company will be 67,125,375.
With effect from Admission, this figure may be used by Shareholders in the
Company as the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and Transparency
Rules and the provisions of the Company's constitution.

 

The new Ordinary Shares to be issued pursuant to the WRAP Retail Offer will be
issued free of all liens, charges and encumbrances and will, on Admission,
rank pari passu in all respects with the new Ordinary Shares to be issued
pursuant to the Placing, the Subscription and the Company's existing Ordinary
Shares.

 

 

Terms used but not defined in this announcement have the same meaning as set
out in the Company's announcement released at 01:14 p.m. on 19 March 2025.

 

For further information, please contact:

 Wellnex Life Limited                                                             Tel: +61 3 8399 9419

 George Karafotias (CEO)

 Strand Hanson (Financial & Nominated Advisor)                                    Tel: +44 (0) 20 7409 3494

 James Harris / Richard Johnson / Robert Collins

  SP Angel Corporate Finance LLP (Joint Broker)

 David Hignell                                                                    Tel: +44 20 3470 0470

 Vadim Alexandre

 Orana Corporate LLP (Joint Broker)

 Sebastian Wykeham

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

 Joe Winkley                                                                      +44(0) 20 3100 0286

 Sophia Bechev

 Barclay Pearce Capital Management Pty Limited (Australian Financial Adviser                                  Tel: +61 2 8288 6900
 and Australian Co-lead Manager)

 Michael Jeffery / Jack Colreavy

 Reach Markets Pty Ltd (Australian Co-lead Manager)                               Tel: +61 1300 805 795 or IR@reachmarkets.com.au

 Walbrook PR (UK Media & Investor Relations)      Tel: +44 (0)20 7933 8780 or lifesciences@walbrookpr.com

 Paul McManus / Alice Woodings                    Mob: +44 (0)7980 541 893/+44 (0)7407 804 654

Further information on the Company can be found on its website at
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

 

The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.

 

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 WRAP Retail Offer 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 WRAP Retail Offer Shares is being made in the United States.
The WRAP Retail Offer 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 WRAP Retail Offer 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.

 

The 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.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("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 WRAP 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 WRAP 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
Financial Conduct Authority, the London Stock Exchange 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 Shares
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 WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP 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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