NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and is not a prospectus nor an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan or Australia.
Neither this announcement, nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Wise plc (the "Company") and its subsidiaries ("Wise" or the "Group") in due course in connection with the possible admission of Class A ordinary shares in the capital of the Company (the "Shares") to the standard listing segment of the Official List of the FCA and to trading on the main market of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A copy of any Prospectus will, if published by the Company, be submitted to the FCA's National Storage Mechanism and be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and made available on the Company's website at www.wise.com/owners subject to certain access restrictions.
24 June 2021
Wise Confirms Intention to Float on the London Stock Exchange
Following the announcement on 17 June 2021 of its expected intention to float, Wise today confirms its intention to undertake a direct listing.
Wise will apply for admission of its class A shares to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities. Admission is expected to occur in early July 2021.
The Company will not set a price in respect of the class A shares or offer any class A shares in connection with the direct listing. The opening price of the class A shares will be determined in the opening auction on the date of Admission. The London Stock Exchange will be adopting changes to the standard opening auction for the date of Admission only. Further details on this can be found in the opening auction service announcement published by the London Stock Exchange on 17 June 2021 (linked here). Further details of the opening auction will also be disclosed in the prospectus.
Kristo Käärmann, CEO and co-founder of Wise, said:
"I am pleased to confirm our plans for a direct listing in London. This process will broaden the ownership of Wise, in support of our mission to move money around the world faster, cheaper and more conveniently.
"Since announcing our expected intention to float last week, we've had over 60,000 expressions of interest in our customer shareholder programme, OwnWise, which is designed to reward customers who buy Wise shares and stick with us for the longer-term. This direct listing is about further aligning our mission and our shareholder base and I'm enormously proud that customers want to be a part of that."
OwnWise remains open for pre-registrations from eligible Wise customers at wise.com/owners.
Confirmation of details of the direct listing
· The Shares are expected to be admitted to the standard listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange in early July 2021.
· Upon listing, Wise will have a dual class share structure in place with two classes of shares in issue, class A shares and class B shares, in order to support Wise's focus on its mission as it transitions into the public markets. Class B shares hold 9 votes per share, are strictly non-transferable and, amongst other voting right cancellation events, expire on the fifth anniversary of any listing. All of Wise's shareholders and holders of vested options as at 23 May 2021 are entitled to elect to receive 50% of their class A share holding in the Company with additional corresponding class B shares on a 1:1 basis (save for Kristo Käärmann, CEO and co-founder of Wise, who is entitled to elect to receive 100% of his class A share holding in the Company with additional corresponding class B shares on a 1:1 basis). The voting rights attaching to the class B shares are, subject to certain regulatory approvals, capped so that no shareholder can, by virtue of the class B shares they hold, cast more than one vote less than 35% of the eligible votes in respect of any shareholder decision (save for Kristo Käärmann who, for so long as he is CEO of the Company, will be capped in respect of his class B shares at one vote less than 50% of the eligible votes in respect of any shareholder decision and if, at any time, he is not CEO of the Company he will be capped at one below 35% of the eligible votes in respect of any shareholder decision). The class B shares are non-tradeable and will not be listed.
· Additional details in relation to the listing, together with corporate governance arrangements, will be disclosed in the prospectus, when published.
Enquiries:
Wise
Martin Adams - Head of Investor Relations
Abigail Daniels - Head of Public Relations
Brunswick Group
Charles Pretzlik / Sarah West / Samantha Chiene
Wise@brunswickgroup.com
+44 (0) 20 7404 5959
Lead Financial Advisers
Goldman Sachs
Richard Cormack / Clif Marriott / Jimmy Bastock / Adam Laikin
+44 (0)207 774 1000
Morgan Stanley
Henrik Gobel / Michelle Carmichael / Angus Millar / Luka Kezic
+44 (0)207 425 8000
Barclays
Tom Johnson / Ahsan Raza
+44 (0) 207 623 2323
Co-adviser
Citigroup
Michael Lavelle
+44 (0) 207 500 5000
Important Legal Information
The contents of this announcement, which have been prepared by and are the sole responsibility of Wise, have been approved by Goldman Sachs International and Morgan Stanley & Co. International plc solely for the purposes of Section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.
The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.
Each of Goldman Sachs International, Morgan Stanley & Co. International plc, Barclays Bank PLC and Citigroup Global Markets Limited (together, the "Banks") is acting exclusively for Wise and no one else in connection with the possible direct listing, and will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to the possible direct listing and will not be responsible to anyone other than the Wise for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible direct listing, the contents of this announcement or any transaction, matter, or arrangement referred to in this announcement. Each of the Banks is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, South Africa or Japan or in any other jurisdiction where, or to any person to whom, to do so would constitute a violation of applicable law or regulation. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").
The securities referred to in this announcement may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
These materials do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares or any other securities, 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 therefore.
Accordingly, unless an exemption under any applicable law is available, the securities may not be offered or sold directly or indirectly, in the US, Canada, Australia or Japan or any other country where such distribution may otherwise lead to a breach of any law or regulatory requirement.
This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about Wise and its subsidiaries. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation or warranty is made or will be made that any forward-looking statement will come to pass. The forward-looking statements in this announcement speak only as at the date of this announcement.
Each of Wise, the Banks, and their respective affiliates as defined under Rule 501(b) of Regulation D of the US Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.
The information in this announcement is subject to change. Persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, if published.
Persons considering making investments should consult an authorised person specialising in advising on such investments.
None of the Banks nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/or agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to Wise and/or its subsidiaries and 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. Accordingly, each of the Banks and their respective affiliates, their or their affiliates' respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Group ascertained the underlying economic assumptions relied upon therein. Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.
For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.
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