ASX PRE-QUOTATION DISCLOSURE
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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