Schedule One - Wellnex Life Limited | RNS | Ticker

Schedule One - Wellnex Life Limited

RNS Announcement

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)

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 Nominees Pty Limited	2,803,981	8.22	TBC	TBC
Kobella Holdings Pty Ltd (The Kobella Holding Unit A/C)	1,371,429	4.02	TBC	TBC

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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END

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RNS metadata

Title: Schedule One - Wellnex Life Limited
Time: 09:00:01
Date: 20 Feb 2025
Category: Capital structure
ID: 8593X