| ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") | ||||||||||||||||||||
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| COMPANY NAME: | ||||||||||||||||||||
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Wellnex Life Limited (ASX: "WNX")
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : | ||||||||||||||||||||
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Registered Office and Principal Place of Business: Building 2 Level 3 Suite 69 574 Plummer St Port Melbourne Victoria 3207 Australia
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| COUNTRY OF INCORPORATION: | ||||||||||||||||||||
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Australia
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: | ||||||||||||||||||||
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https://wellnexlife.com.au/ (AIM Rule 26 section will be available from Admission)
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| 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: | ||||||||||||||||||||
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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.
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| 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): | ||||||||||||||||||||
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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
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| CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: | ||||||||||||||||||||
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Capital to be raised on Admission: TBC
Anticipated market capitalisation on Admission: TBC
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: | ||||||||||||||||||||
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TBC
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| 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: | ||||||||||||||||||||
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The Company's Ordinary Shares are traded on the Australian Securities Exchange (ASX) under the trading symbol "WNX".
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| THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N) | ||||||||||||||||||||
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N
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| 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): | ||||||||||||||||||||
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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
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| 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): | ||||||||||||||||||||
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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.
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| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: | ||||||||||||||||||||
| N/A
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| (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: | ||||||||||||||||||||
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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)
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| EXPECTED ADMISSION DATE: | ||||||||||||||||||||
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Early March 2025
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| NAME AND ADDRESS OF NOMINATED ADVISER: | ||||||||||||||||||||
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Strand Hanson Limited 26 Mount Row London W1K 3SQ United Kingdom
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| NAME AND ADDRESS OF BROKERS: | ||||||||||||||||||||
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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
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| 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: | ||||||||||||||||||||
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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.
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| THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY | ||||||||||||||||||||
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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.
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| DATE OF NOTIFICATION: | ||||||||||||||||||||
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20 February 2025
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