REG - AIM - Schedule One - Wellnex Life Limited
20/02/2025 10:15
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RNS Number : 8593X AIM 20 February 2025
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
COMPANY NAME:
Wellnex Life Limited (ASX: "WNX")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES) :
Registered Office and Principal Place of Business:
Building 2
Level 3
Suite 69
574 Plummer St
Port Melbourne Victoria 3207
Australia
COUNTRY OF INCORPORATION:
Australia
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
https://wellnexlife.com.au/ (AIM Rule 26 section will be available from
Admission)
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS
SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
Wellnex Life Limited (the "Company" and together with its subsidiaries the
"Group") is an Australian incorporated company based in Melbourne, Victoria,
Australia, and is in the business of developing, licensing, marketing and
distributing consumer healthcare and pharmaceutical products, available in
leading retailers and wholesalers across Australia, including Coles,
Woolworths, Chemist Warehouse, Sigma and Symbion. One of the Company's brands
('Mr Bright') is also available in the UK through retailers Superdrug and TK
Maxx.
The Company was admitted to the official list of the Australian Stock Exchange
("ASX") under the name Wattle Health Australia Limited (ASX:WHA) on 14 March
2017. On 1 June 2021, the Company changed its name to Wellnex Life Limited
(ASX:WNX).
Brands and Products
The Group's business is focused on bringing innovative brands and products to
the growing consumer healthcare market and its brands are sold in all major
pharmacy and grocery retailers in Australia. This has led to the Group
establishing strong relationships with Australia's largest pharmacy retailer,
Chemist Warehouse, and one of the world's largest consumer healthcare
companies, Haleon plc (LSE:HLN) ("Haleon"). The Group procures the
manufacturing of products for distribution by third parties, including Haleon
(formerly part of the GlaxoSmithKline group), and Australia's largest generic
OTC medicine company, Arrotex Pharmaceuticals Pty Limited ("Arrotex").
All the Group's products (except for 'Mr Bright' products which are outside
the regulatory framework in Australia) are regulated by the Therapeutic Goods
Administration ("TGA") in Australia. The TGA is Australia's government
authority responsible for evaluating, assessing and monitoring products that
are defined as therapeutic goods.
The Group's current product and brand portfolio is as follows:
• Pain Away - TGA listed topical pain relief brand (acquired in
December 2023).
• Wakey Wakey - TGA listed caffeine energy-based brand (launched in
October 2021).
• Nighty Night - TGA listed sleep aid brand (launched in January
2023).
• The Iron Company - TGA listed iron supplement brand (launched in
October 2021).
• Mr Bright - teeth and oral hygiene brand (acquired in December
2022).
• Pharmacy Own - TGA registered range of over the counter ("OTC")
medicines (launched in December 2021).
Wagner Health Liquigesics - Launched and developed by the Group in August 2021
in collaboration with Chemist Warehouse, initially as a liquid paracetamol in
a soft gel product, which has subsequently further expanded into various forms
of liquid analgesics. The Wagner Health Liquigesics products are used in the
Pharmacy Own brand and are provided to Haleon and Arrotex as part of the
existing supply agreements with them.
Wellness Life - prescription-only medicinal cannabis brand launched by the
Group in July 2024, with product available to be dispensed at any licensed and
registered pharmacy in Australia (including Chemist Warehouse). The Group is
party to an Australian 50/50 joint venture ("JV") with OneLife Botanicals Ltd,
formed for the distribution and sale of prescription-only medicinal cannabis
products in Australia. Chemist Warehouse is expected to join the JV with a 10%
interest after the Company's admission to AIM ("Admission"). The JV will not
commence operations until after Admission. Neither the Group nor the JV
undertake or will undertake any recreational cannabis activities.
AIM Rule 9 Special Condition
The Company's Admission to AIM will be on the basis that its business relating
to medicinal cannabis is conducted in Australia only, for which the Group and
the JV have in place, or will prior to Admission have in place, all relevant
consents and permits, as will be set out in the Company's admission document
("Admission Document"). Admission to AIM is subject to a special condition
pursuant to AIM Rule 9 that, in the event that the Company undertakes any
business relating to cannabis or cannabis-related activities in any
jurisdiction beyond the scope as will be set out in the Company's Admission
Document, such change will be deemed to constitute an acquisition resulting in
a fundamental change in the Company's business for the purposes of AIM Rule 14
and require publication a new admission document, until which time the shares
would be suspended, and shareholder approval. If the Company breaches this
special condition, trading in the ordinary shares on AIM may be suspended or
cancelled.
The Company's main country of operation is Australia.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
and issue price to which it seeks admission and the number and type to be held
as treasury shares):
Number of ordinary shares of no par value each in the capital of the Company
("Ordinary Shares") to be admitted: TBC
Issue Price: A$0.65 (c. £0.33)
No Ordinary Shares are held in treasury
No restrictions on the transfer of Ordinary Shares
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on Admission: TBC
Anticipated market capitalisation on Admission: TBC
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
TBC
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
The Company's Ordinary Shares are traded on the Australian Securities Exchange
(ASX) under the trading symbol "WNX".
THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)
N
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
first name by which each is known or including any other name by which each is
known):
Directors
George Tambassis - Independent Non-Executive Chair
Georgios ("George") Karafotias - Chief Executive Officer and Joint Managing
Director
Zlatko ("Zack") Bozinovski - Joint Managing Director
Jeffrey Chien-Hong Yeh - Non-Executive Director
Andrew John Vidler - Independent Non-Executive Director
Eric Hua Jian Jiang - Independent Non-Executive Director
Proposed Directors (to be appointed prior to Admission)
Yuan ("Vivienne") Zhang - Chief Financial Officer
John Ruari McGirr - Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
name by which each is known or including any other name by which each is
known):
Shareholder Number of Ordinary Shares pre Admission Pre Admission (%) Number of Ordinary Shares post Admission* Post Admission (%)
Jeffrey Chien-Hong Yeh¹ 5,063,196 14.85 TBC TBC
Citicorp 2,803,981 8.22 TBC TBC
Nominees Pty
Limited
Kobella Holdings 1,371,429 4.02 TBC TBC
Pty Ltd (The
Kobella Holding
Unit A/C)
(1) - Jeffrey Yeh and connected persons are the beneficial owners of Homart
Group Pty Ltd (2,741,601 shares), JYSF Management Pty Ltd (1,314,591 shares),
Kirby Superannuation Pty Ltd (903,296 shares), and MYLY Management Pty Ltd
(103,708 shares)
* The post-Admission shareholders and shareholdings are currently unknown and
will be subject to quantum and composition of the fundraise associated with
Admission.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
i. 30 June
ii. 30 June 2024 (audited annual results)
iii. 31 March 2025 (unaudited interim results for the six months ending 31
December 2024)
31 December 2025 (audited financial results for the year ended 30 June 2025)
31 March 2026 (unaudited interim results for the six months ending 31 December
2025)
EXPECTED ADMISSION DATE:
Early March 2025
NAME AND ADDRESS OF NOMINATED ADVISER:
Strand Hanson Limited
26 Mount Row
London W1K 3SQ
United Kingdom
NAME AND ADDRESS OF BROKERS:
Orana Corporate LLP
Eccleston Yards
25 Eccleston Place
London, SW1W 9NF
United Kingdom
SP Angel Corporate Finance LLP
35-39 Maddox Street
London W1S 2PP
United Kingdom
Barclay Pearce Capital Corporate Pty Ltd
Level 17
115 Pitt Street
Sydney NSW 2000
Australia
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
The Admission Document, which will contain full details about the applicant
and the admission of its securities, will be available on the Company's
website https://wellnexlife.com.au/ from the date of Admission.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
The Company has adopted the Corporate Governance Principles and
Recommendations (4th Edition) published by the ASX Corporate Governance
Council (CGPR), to the extent deemed relevant and practical.
DATE OF NOTIFICATION:
20 February 2025
(1) - Jeffrey Yeh and connected persons are the beneficial owners of Homart
Group Pty Ltd (2,741,601 shares), JYSF Management Pty Ltd (1,314,591 shares),
Kirby Superannuation Pty Ltd (903,296 shares), and MYLY Management Pty Ltd
(103,708 shares)
* The post-Admission shareholders and shareholdings are currently unknown and
will be subject to quantum and composition of the fundraise associated with
Admission.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
i. 30 June
ii. 30 June 2024 (audited annual results)
iii. 31 March 2025 (unaudited interim results for the six months ending 31
December 2024)
31 December 2025 (audited financial results for the year ended 30 June 2025)
31 March 2026 (unaudited interim results for the six months ending 31 December
2025)
EXPECTED ADMISSION DATE:
Early March 2025
NAME AND ADDRESS OF NOMINATED ADVISER:
Strand Hanson Limited
26 Mount Row
London W1K 3SQ
United Kingdom
NAME AND ADDRESS OF BROKERS:
Orana Corporate LLP
Eccleston Yards
25 Eccleston Place
London, SW1W 9NF
United Kingdom
SP Angel Corporate Finance LLP
35-39 Maddox Street
London W1S 2PP
United Kingdom
Barclay Pearce Capital Corporate Pty Ltd
Level 17
115 Pitt Street
Sydney NSW 2000
Australia
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
The Admission Document, which will contain full details about the applicant
and the admission of its securities, will be available on the Company's
website https://wellnexlife.com.au/ from the date of Admission.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
The Company has adopted the Corporate Governance Principles and
Recommendations (4th Edition) published by the ASX Corporate Governance
Council (CGPR), to the extent deemed relevant and practical.
DATE OF NOTIFICATION:
20 February 2025
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