REG - Wise PLC - Publication of Scheme Circular

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RNS Number : 5097P  Wise PLC  03 July 2025

 

 

3 July 2025

Publication of Scheme Circular

Update on Wise's proposed new US primary listing and UK secondary listing

 

On 5 June 2025, Wise plc ("Wise") announced that the Board had concluded its
review of our listing arrangements and, having assessed in detail the optimal
structure to advance our mission and deliver value for our stakeholders, we
proposed to transfer our primary listing from the equity shares (transition)
category on the London Stock Exchange ("LSE") to a US stock exchange and
maintain a secondary listing on the LSE. This would allow Wise's shares to
trade on both a US stock exchange and the LSE.

 

Publication of the Scheme Circular

Wise announces the publication of our circular today (the "Scheme Circular").
The Scheme Circular details the proposal (the "Proposal") for a reorganisation
which would result in Wise Group plc, a new Jersey incorporated and solely UK
tax resident company, becoming the ultimate parent company of Wise and its
subsidiaries, the corporate structure that would apply to Wise Group plc and
the primary listing of Wise Group plc on a US stock exchange and secondary
listing on the LSE.

 

The Proposal is intended to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The
Scheme is a formal procedure which is commonly used for corporate
reorganisations, including the insertion of a new ultimate parent company such
as Wise Group plc.

The Scheme Circular also contains the formal notices with details of the
shareholder meetings to be held on 28 July 2025 to approve the Scheme,
together with the related voting instructions. The Scheme also requires a
separate sanction from the High Court of Justice of England and Wales.

"The Board believes this proposal will help us accelerate our journey to
becoming 'the' network for the world's money and ensure our mission and the
interests of our customers and Owners remain deeply aligned over the long
term. We're confident this would give us better access to the world's deepest
and most liquid capital market, increase trading liquidity, expand our
ownership base to include the largest pool of global investors and boost our
visibility in the US 一 the world's largest economy and our biggest market
opportunity today. We remain committed to the UK, where we first started and
scaled, and where today about one-fifth of the company is based and we
continue to hire and invest. Our secondary listing on the LSE would also give
Wise Owners continued access to Wise stock here."

David Wells, Chair of Wise.

The Board unanimously recommends that Wise Owners vote in favour of the Scheme
as each Director intends to do so in respect of their own holdings.

Expected timetable of principal events

 

 Event                                                                          Time and Date
 Latest time for lodging Forms of Proxy for Class A Share Court Meeting (BLUE   4.00 p.m. on 24 July 2025
 form)
 Latest time for lodging Forms of Proxy for Class B Share Court Meeting (GREEN  4.15 p.m. on 24 July 2025
 form)
 Latest time for lodging Forms of Proxy for Extraordinary General Meeting       4.30 p.m. on 24 July 2025
 (WHITE form)
 Voting Record Time for the Court Meetings and Extraordinary General Meeting    6.30 p.m. on 24 July 2025
 Class A Share Court Meeting                                                    4.00 p.m. on 28 July 2025
 Class B Share Court Meeting                                                    4.15 p.m. on 28 July 2025
 Extraordinary General Meeting                                                  4.30 p.m. on 28 July 2025

 

For more information on the timetable, please consult the Scheme Circular.
Subject to the satisfaction or (where applicable) waiver of the Conditions,
the Scheme is expected to become effective in Q2 2026.

 

Owner Helpline

If you have any practical questions about the Scheme Circular or on how to
vote on the Proposal, please call the helpline between 8.30 a.m. and 5.30 p.m.
(London time) Monday to Friday (except UK public holidays) on +44 (0)371 384
2030. Please note that calls may be monitored or recorded and the helpline
cannot provide financial, legal or tax advice or advise on the merits of the
Proposal.

 

The Scheme Circular is available to download on Wise's website at
wise.com/owners (http://wise.com/owners/scheme) . Wise will communicate any
changes to the arrangements for the Meetings or any of the key dates set out
in the timetable through Wise's website and by announcement through a
Regulatory Information Service.

 

Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Scheme Circular. All references to times
are London times unless otherwise stated.

 

Enquiries

Martin Adams - Owner Relations

owners@wise.com

Sana Rahman - Communications

press@wise.com

Brunswick Group

Charles Pretzlik / Nick Beswick
Wise@brunswickgroup.com (mailto:Wise@brunswickgroup.com)

+44 (0) 20 7404 5959

 

About Wise

Wise is a global technology company, building the best way to move and manage
the world's money.

With Wise Account and Wise Business, people and businesses can hold 40
currencies, move money between countries and spend money abroad. Large
companies and banks use Wise technology too; an entirely new network for the
world's money. Launched in 2011, Wise is one of the world's fastest growing,
profitable tech companies.

In fiscal year 2025, Wise supported around 15.6 million people and businesses,
processing over $185 billion in cross-border transactions and saving customers
around $2.6 billion.

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole
responsibility of Wise. This announcement does not constitute or form part of,
and should not be construed as, any offer for sale or subscription of, or
solicitation of any offer to buy or subscribe for, any securities in Wise or
securities in any other entity, in any jurisdiction, 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 or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a recommendation regarding
any securities.

 

 

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