MOVE Logistics Group Limited logo

ASX PRE-QUOTATION DISCLOSURE

Debt Issuance29 June 2022MOVIndustrials

Company Announcement
29 June 2022


ASX PRE-QUOTATION DISCLOSURE

The following information has been provided to ASX Limited (ASX) by way of pre-quotation

disclosure requirements in connection with the admission of MOVE Logistics Group Limited (NZX:

MOV, ASX: MOV) (Company) to the ASX as a Foreign Exempt Entity and ahead of official quotation of

the Company's shares on the ASX.

As described in Note 2 to the pro-forma statement of financial position of the Company as at 31

December 2021, released to market on 29 June 2022, the Company has entered into a flexible three

year NZ$15.0 million flexible loan facility with ANZ Bank New Zealand Limited (Facility).

The Company confirms that on 27 June 2022, the Company has drawn NZ$12 million from the

Facility.

ENDS


For further information, please contact:


Chris Dunphy

Executive Director

Phone: +61 417 888 930

Email: Chris@movelogistics.com

Lee Banks

Chief Financial Officer

Phone: +64 27 525 2876

Email: Lee.Banks@movelogistics.com


For media assistance, please contact: Jackie Ellis t: + 64 27 246 2505 e: jackie@ellisandco.co.nz


About MOVE Logistics Group Limited (MOV)

MOVE is one of the largest domestic freight and logistics businesses in New Zealand, with a

nationwide network of branches, depots and warehouses.

---

Move Logistics Group Limited
Proforma Statement of Financial Position – 31 December 2021


Overview:

The proforma statement of financial position of Move Logistics Group Limited (“Move” or

the “Company” or “MLG”) set out below has been prepared by the Directors solely for the

purposes of satisfying the requirements of the Australian Securities Exchange (ASX) in

re lation to the Company’s application to be listed on the ASX by way of a Foreign Exempt

Listing.

The Directors are responsible for the preparation and presentation of the proforma

statement of financial position. The proforma statement of financial position has been

prepared in accordance with the recognition and measurement principles of New

Zealand equivalents to the International Financial Reporting Standards (NZIFRS) and the

Company’s accounting policies as set out in Note 2 of the Interim Financial Statements for

the period ended 31 December 2021 and Note 2 of the Audited Financial Statements for the

year end 30 June 2021. The audited accounts are available at:

https://www.nzx.com/companies/MOV/announcements


The proforma statement of financial position is presented in an abbreviated form and

does not include all the presentation and disclosures statements or comparative

information required by NZ IFRS and other mandatory professional reporting requirements

applicable to annual general purpose financial reports prepared in accordance with the

Corporations Act.

The proforma statement of financial position reflects the historical statement of financial

position of Move Logistics Group Limited as at 31 December 2021 as extracted from the

reviewed interim financial statements lodged with the New Zealand Stock Exchange on 22

February 2022 adjusted to reflect the proforma adjustments taking into account the effect

of the bank refinancing and subsequent drawdown to satisfy the ASX’ requirements

regarding working capital requirements. These adjustments reflect the impact of the

changes to the statement of financial position as if they were in place as at 31 December

2021.

The proforma statement of financial position has been provided for indicative purposes

only and is not represented as being indicative of Move’s view on its future financial

position.

The proforma statement of financial position has been reviewed in accordance with
Australian Standard on Assurance Engagements ASAE 3450 (Assurance Engagements

involving Corporate Fundraisings and/or Prospective Financial Information) by

PricewaterhouseCoopers Securities Ltd (PwCS). Investors should note the scope and

limitations of the Investigating Accountants Report attached to Appendix 1.

Move’s annual financial statements will continue to be prepared in accordance with New

Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and

International Financial Reporting Standards (“IFRS”) and audited in accordance with

International Standards on Auditing (“ISA’s) and International Standards on Auditing (New

Zealand) (’ISAs (NZ)’)

Move Logistics Group Limited
Proforma Statement of Financial Position

As at 31 December 2021


Unaudited Repay UDC

Drawdown

ANZ

Post

Refinance

Drawdown

ANZ

Flexible

Facility

Unaudited

31-Dec-21

Proforma

Proforma

$000$000$000$000$000$000

ASSETS

Current Assets

Cash and cash equivalents 1 8,992

-7,899

4,44315,536

12,00027,536

Inventories 818181

Trade and other receivables 61,47961,47961,479

Tax receivable333333333

Total Current Assets 80,885-7,8994,44377,42912,00089,429

Non-Current Assets

Property, plant and equipment 82,89382,893

82,893

Right of use assets167,865167,865167,865

Intangible assets 20,08320,083

20,083

Investments in associates

323323

323

Total Non-Current Assets 271,16400

271,1640271,164

TOTAL ASSETS 352,049-7,8994,443348,59312,000

360,593

Equity

Share capital75,15475,154

75,154

Other reserves6868

68

Accumulated losses-2,241-2,241-2,241

Equity attributable to owners of the parent 72,9810072,981072,981

Non-controlling interest in equity2,0822,0822,082

TOTAL EQUITY

75,0630075,063075,063

Liabilities

Current Liabilities

Trade and other payables

41 ,85541 ,85541 ,855

Deferred revenue248248

248

Borrowings 7,939-4,1 891,2505,0005,000

Lease liability

27,60627,60627,606

Employee entitlements

12,25112,25112,251

Total Current Liabilities 89,899-4,1891,25086,960086,960

Non-Current Liabilities

Borrowings 25,544-3,7103,1 9325,027

12,00037,027

Lease liability1 48,6201 48,6201 48,620

Convertible note7,478

7,4787,478

Derivative financial instrument834834834

Deferred income tax liability 2,1402,1402,140

Provisions for other liabilities and charges 2,4712,4712,471

Total Non-Current Liabilities187,087-3,7103,193186,57012,000198,570

TOTAL LIABILITIES 276,986-7,8994,443273,53012,000285,530

TOTAL EQUITY & LIABILITIES

352,049-7,899

4,443348,59312,000360,593

1

3

2

2

NZD $’000

Notes:
1. The statutory statement of financial position as at 31 December 2021 has been sourced from the

reviewed interim financial statements of MOVE Logistics Group Limited (MLG).

2. In March 2022, the UDC facility was repaid in full and a drawdown on MLG’s three year ANZ

Flexible Loan Facility ( the ANZ Facility) was made.

3. The proforma statement of financial position reflects a further drawdown of $12.0 million of cash

on 27 June 2022 under the ANZ Facility. The size of this drawdown is influenced by the need to

satisfy the ASX’s requirement that MLG have a minimum working capital balance (as shown in

its proforma statement of financial position) of at least AUD$1.5 million. This drawdown results in

MLG holding a higher cash balance than MLG would maintain in the ordinary course (by an

amount in the order of $12.0 million). As a result, to the extent that MLG does not require this

additional amount of cash in the period immediately after Listing, it would repay the excess

cash under the ANZ Facility. That amount would then be available for MLG to draw down in the

future should the need for that cash arise.

4. As announced to the market on 3 May 2022 in the Business Update and Earnings Guidance, MLG

has commenced a formal sale process in relation to the Specialist and Lifting business. In the 30

June 2022 accounts, it is anticipated that the net assets of the business will be reclassified into a

held for sale asset in accordance with NZ IFRS 5.

5. On 20 June 2022, MLG entered into a co-funding agreement for $10 million with Waka Kotahi NZ

Transport Agency to accelerate i ts Oceans strategy. MLG has not yet drawn any funds under this

agreement.




PricewaterhouseCoopers Securities Ltd, ACN 003 311 617, ABN 54 003 311 617, Holder of Australian Financial Services

Licence No 244572

One International Towers Sydney, Watermans Quay, Barangaroo NSW 2000, GPO BOX 2650 Sydney NSW 2001

T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au



The Directors

Move Logistics Group Limited

330 Devon Street East

Fitzroy New Plymouth 4312

New Zealand



28 June 2022




Dear Directors

Investigating Accountant’s Report

Independent Limited Assurance Report on Move Logistics Group Limited’s proforma

statement of financial position as at 31 December 2021 and Financial Services Guide

We have been engaged by Move Logistics Group Limited (the Company or you or MLG) to report on

proforma statement of financial position of the Company as at 31 December 2021 for inclusion in the

Company’s application to be listed on the Australian Securities Exchange (ASX) as a foreign exempt

listing (ASX Document).

Expressions and terms defined in the ASX Document have the same meaning in this report.

The nature of this report is such that it can only be issued by an entity which holds an Australian

financial services licence under the Corporations Act 2001. PricewaterhouseCoopers Securities Ltd,

which is wholly owned by PricewaterhouseCoopers holds the appropriate Australian financial services

licence under the Corporations Act 2001. This report is both an Investigating Accountant’s Report, the

scope of which is set out below, and a Financial Services Guide, as attached at Appendix A.

Scope

You have requested PricewaterhouseCoopers Securities Ltd to review the proforma statement of

financial position as at 31 December 2021 of the Company (the responsible party) to be included in

the ASX Document.

The historical financial information which forms the starting point for the proforma statement of

financial position has been prepared in accordance with the recognition and measurement principles

contained in New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) and

the Company’s adopted accounting policies. The historical financial information has been extracted

from the unaudited Interim Financial Statements for of the Company for the year ended 31 December

2021. The historical financial information is presented in the ASX Document in an abbreviated form,

insofar as it does not include all of the presentation and disclosures required by New Zealand

equivalents to International Financial Reporting Standards (NZ IFRS) and other mandatory

professional reporting requirements applicable to general purpose financial reports prepared in

accordance with the Corporations Act 2001.


2

The pro forma statement of financial position has been derived from the historical financial information

of the Company, after adjusting for the effects of pro forma adjustments described in the footnotes to

the proforma statement of financial position as if those event(s) or transaction(s) had occurred as at

the date of the historical financial information. Due to its nature, the pro forma historical financial

information does not represent the Company’s actual or prospective financial position, financial

performance, and cash flows.

Directors’ responsibility

The directors of the Company are responsible for the preparation of the historical financial information

and pro forma historical financial information, including its basis of preparation and the selection and

determination of pro forma adjustments made to the historical financial information and included in the

pro forma historical financial information. This includes responsibility for its compliance with applicable

laws and regulations and for such internal controls as the directors determine are necessary to enable

the preparation of historical financial information and pro forma historical financial information that are

free from material misstatement.

Our responsibility

Our responsibility is to express a limited assurance conclusion on the financial information based on

the procedures performed and the evidence we have obtained. We have conducted our engagement

in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements

involving Corporate Fundraisings and/or Prospective Financial Information.

A review consists of making enquiries, primarily of persons responsible for financial and accounting

matters, and applying analytical and other review procedures. A review is substantially less in scope

than an audit conducted in accordance with Australian Auditing Standards and consequently does not

enable us to obtain reasonable assurance that we would become aware of all significant matters that

might be identified in an audit. Accordingly, we do not express an audit opinion.

Our engagement did not involve updating or re-issuing any previously issued audit or review report on

any financial information used as a source of the financial information.

Conclusions

Pro Forma statement of financial position

Based on our review, which is not an audit, nothing has come to our attention that causes us to

believe that the pro forma statement of financial position of the Company as at 31 December 2021

included in the ASX Document is not presented fairly, in all material respects, in accordance with the

stated basis of preparation, as described in the footnotes to the proforma statement of financial

position being the recognition and measurement principles contained in New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS) and the Company’s adopted accounting

policies applied to the historical financial information and the event(s) or transaction(s) to which the pro

forma adjustments relate, as described in the footnotes to the proforma statement of financial position,

as if those event(s) or transaction(s) had occurred as at the date of the historical financial information.

Notice to investors outside Australia

Under the terms of our engagement this report has been prepared solely to comply with Australian

Auditing Standards applicable to review engagements.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. We do

not hold any financial services licence or other licence outside Australia. We are not recommending or

making any representation as to suitability of any investment to any person.


3

Restriction on Use

Without modifying our conclusions, we highlight this report has been solely prepared to accompany

the proforma statement of financial position included in the ASX Document. As a result, the proforma

statement of financial position and this report may not be suitable for use for another purpose.

Consent

PricewaterhouseCoopers Securities Ltd has consented to the inclusion of this assurance report in the

public document in the form and context in which it is included.

Liability

The liability of PricewaterhouseCoopers Securities Ltd is limited to the inclusion of this report in the

ASX Document. PricewaterhouseCoopers Securities Ltd makes no representation regarding, and has

no liability for, any other statements or other material in, or omissions from the ASX Document.

Independence or Disclosure of Interest

PricewaterhouseCoopers Securities Ltd does not have any interest in the outcome of this transaction

other than the preparation of this report for which normal professional fees will be received.

Financial Services Guide

We have included our Financial Services Guide as Appendix A to our report. The Financial Services

Guide is designed to assist retail clients in their use of any general financial product advice in our

report.

Yours faithfully






Glen Hadlow

Authorised Representative

PricewaterhouseCoopers Securities Ltd



4

Appendix A – Financial Services Guide


PRICEWATERHOUSECOOPERS SECURITIES LTD

FINANCIAL SERVICES GUIDE


This Financial Services Guide is dated 28 June 2022

1. About us

PricewaterhouseCoopers Securities Ltd (ABN 54 003 311 617, Australian Financial Services

Licence no 244572) ("PwC Securities") has been engaged by Move Logistics Group Limited

(the “Company”) to provide a report in the form of an Investigating Accountant's Report in

relation to the pro forma financial information (the “Report”) for inclusion in the ASX Document

dated 28 June 2022.

You have not engaged us directly but have been provided with a copy of the Report as a retail

client because of your connection to the matters set out in the Report.

2. This Financial Services Guide

This Financial Services Guide ("FSG") is designed to assist retail clients in their use of any

general financial product advice contained in the Report. This FSG contains information about

PwC Securities generally, the financial services we are licensed to provide, the remuneration

we may receive in connection with the preparation of the Report, and how complaints against

us will be dealt with.

3. Financial services we are licensed to provide

Our Australian financial services licence allows us to provide a broad range of services,

including providing financial product advice in relation to various financial products such as

securities, interests in managed investment schemes, derivatives, superannuation products,

foreign exchange contracts, insurance products, life products, managed investment schemes,

government debentures, stocks or bonds, and deposit products.

4. General financial product advice

The Report contains only general financial product advice. It was prepared without taking into

account your personal objectives, financial situation or needs.

You should consider your own objectives, financial situation and needs when assessing the

suitability of the Report to your situation. You may wish to obtain personal financial product

advice from the holder of an Australian Financial Services Licence to assist you in this

assessment.



5

5. Fees, commissions and other benefits we may receive

PwC Securities charges fees to produce reports, including this Report. These fees are

negotiated and agreed with the entity who engages PwC Securities to provide a report. Fees

are charged on an hourly basis or as a fixed amount depending on the terms of the agreement

with the person who engages us. In the preparation of this Report our fees are charged as at

the date of this Report amount to AUD$40,000.

Directors or employees of PwC Securities, PricewaterhouseCoopers, or other associated

entities may receive partnership distributions, salary or wages from PricewaterhouseCoopers.

6. Associations with issuers of financial products

PwC Securities and its authorised representatives, employees and associates may from time

to time have relationships with the issuers of financial products. For example,

PricewaterhouseCoopers may be the auditor of, or provide financial services to, the issuer of a

financial product and PwC Securities may provide financial services to the issuer of a financial

product in the ordinary course of its business.

7. Complaints

If, for any reason, you are not satisfied with the advice or service you receive from PwCS or

from our authorised representatives, you are entitled to make a complaint.

If you wish to make a complaint please initially lodge your complaint with your adviser. We

have established procedures to ensure all complaints are resolved quickly and fairly. A copy of

our internal complaints handling procedure can be provided to you upon request.

If you do not receive a satisfactory outcome to your complaint, you have the right to contact

the Australian Financial Complaints Authority (“AFCA”). AFCA provides independent financial

services complaint resolution that is free to consumers.


Australian Financial Complaints Authority

GPO Box 3, Melbourne VIC 3001

Tel: 1800 931 678 (Free Call)


E-mail: info@afca.org.au

Website: www.afca.org.au

PwCS is a member of AFCA. You will not be charged for using the AFCA service.

8. Contact Details

PwC Securities can be contacted by sending a letter to the following address:

Glen Hadlow

One International Towers Sydney, Watermans Quay,

Barangaroo NSW 2000

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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