RNS Number : 1721C
17 June 2021
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, nor
anything contained in the registration document referred to herein
shall form the basis of, or be relied upon in connection with, any
offer or commitment whatsoever in any jurisdiction (the
"Registration Document"). Investors should not subscribe for or
purchase any shares referred to in this announcement or in the
Registration Document 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 a new
company (the "Company") to be inserted as the ultimate holding
company of TransferWise Ltd 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
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.
Wise Announces Expected Intention to Publish a Registration
Document and Potential Direct Listing on the London Stock
-- Wise is seeking the first direct listing of a technology
company on the London Stock Exchange. In contrast to a traditional
Initial Public Offering, a direct listing is a fairer, cheaper and
more transparent way for Wise to broaden its ownership, in support
of its mission to move money around the world faster, cheaper and
-- Wise plans to establish a customer shareholder programme,
OwnWise, which will reward customers joining as shareholders after
admission to support its long-term mission. OwnWise, open for
pre-applications from UK eligible customers today, provides
participants with the chance to receive bonus shares in Wise,
representing 5% of the value of the shares they buy and hold for at
least 12 months (based on market value at the time of purchase) up
to a cap of GBP100, amongst other perks.
-- All existing investors, including the company's team of
current and previous Wisers (employees) who hold options and
shares, () will be offered time-limited enhanced voting shares
to support Wise's focus on its mission as it transitions to being a
-- The direct listing is possible due to the company's
sustainable approach to growth. Wise has been profitable since
2017, with a 54% revenue CAGR () over the last 3 years reaching
GBP421 million of revenue in FY2021. The company has no plans to
raise primary capital.
London, 17 June 2021 : Wise, the global technology company
building a better way to move money around the world, announces it
is considering applying for admission by way of a direct listing of
the Shares to the standard listing segment of the Official List of
the FCA and to trading on the main market of the London Stock
Exchange. Wise also intends to publish a registration document
later today in connection with admission.
Kristo Käärmann, CEO and co-founder of Wise, said: "Wise is used
to challenging convention, and this listing is no exception. We're
ten years into building a new way to move money around the world -
faster, cheaper, easier and completely transparent. A direct
listing allows us a cheaper and more transparent way to broaden
Wise's ownership, aligned with our mission.
"We're fixing a huge, structural problem on a global scale, and
one which requires enormous discipline to solve. Operating
sustainably, with a profit margin, helps us track our journey to
lower prices for customers as we scale and remove costs. By
bringing transparency and fairness into how we price our products,
we've found a common ground of creating massive value for our
customers, and also for our shareholders.
"Bringing in the people we serve as owners of Wise is something
I've long wanted to do. Recently, we welcomed our first customer
owners by gifting shares to a group of 1,800 active customers.
Because of the long-term nature of our mission, we've always chosen
shareholders with an understanding of, and passion for, the problem
we're solving. A direct listing, combined with a widely available
dual class share structure, allows us to bring customers and other
like-minded investors into our shareholder base, whilst keeping the
focus on our deeply ingrained mission as we grow at speed.
"97.5% of peoples international payments are still flowing
through banks and other providers, () where fees are nearly
always hidden. The experience is slow, broken and it's just as bad
for businesses. There's a lot of work ahead - this mission will
take us years, probably decades. I welcome more people and
institutions joining us as owners of Wise, to build a new, better
way for money to move without borders."
Read more from Kristo in his letter, published today, at
An introduction to Wise - Money without borders
1) Wise strives to achieve its mission to provide money without
borders through self-funded global expansion
-- 10 years ago, Wise set out on a mission to build money
without borders: providing payments that are instant, convenient,
transparent and eventually free. Today, we are a leading player in
a fragmented market.
-- We still have plenty to achieve on this journey, but our
pricing is already up to 8x cheaper than leading UK banks and
substantially faster with almost two in five payments arriving
instantly and four in five within a day. ()
-- Our infrastructure redefines what's possible; enabling our
customer proposition to drive growth through better pricing, speed,
convenience and coverage.
-- Wise has been profitable since 2017. This growth strategy is
self-funded by the organic generation of capital and cash which is
reinvested back into our products and infrastructure, marketing,
and the further lowering of prices for customers.
2) Wise serves a global and diversified customer base which
grows through personal recommendations
-- Wise serves 10 million customers worldwide and sends over
GBP5 billion across borders each month, saving customers over GBP1
billion a year compared to these transactions being made with a
-- We serve a diverse and global customer base, of people and a
growing proportion of businesses, to move and manage their money
-- More customers join us each year, adding substantially to our
customer base and the volume of payments we facilitate. Most
customers who join us tend to have an ongoing need for our products
and remain with us year after year.
-- The power of the Wise brand is clear, with a Net Promoter
Score () of 76 and 67% of new customers joining Wise based on
recommendations from friends and family.
3) Wise has developed a modern global payments infrastructure to
replace the outdated correspondent banking system
-- We are developing an ever growing and increasingly direct
network of connections which today include four payment systems,
such as the Faster Payments Scheme in the UK and 85 local financial
institutions, enabling local payment processing in 88
-- We issue local account numbers in 10 currencies, debit cards
with Mastercard and Visa, and operate a cloud-based global
connection with VisaNet.
-- Our infrastructure is powered by modern, purpose built
technology, allowing us to scale rapidly whilst maintaining the
quality and convenience our customers have come to expect. We have
over 500 engineers, distributed in 6 regions across the globe,
constantly evolving and deploying our technology through over 90
production deployments per day (approximately 3,000 per month).
-- Wise holds 62 licences enabling operations in 40 countries,
demonstrating our credibility with regulatory bodies, as well as
compliance and knowledge of some of the most comprehensive
regulatory regimes in the world. In FY2020 and FY2021, we added
five licences, including in the UAE, Malaysia and Brazil, extending
our currency routes across the Middle East, Asia and South
-- Our operations and customer support teams have deep technical
expertise and provide support via chat, phone and email. Email
support is available in 14 languages.
4) Driven by a laser focus on what our customers need and
enabled through the power of our infrastructure, we have developed
four core products
-- Wise Transfer - a cheap, fast and convenient way to send
money abroad. With Wise Transfer, our customers can send money to
over 80 countries, covering more than 85% of the world's bank
-- Wise Account - the world's most international account. Send
and spend money internationally, hold money in 56 currencies and
get real account numbers in 10 currencies. Customers now hold over
GBP3.7 billion in Wise, with 1.6 million debit cards issued.
-- Wise Business - the business account for going global, it has
all the features of the Wise account plus extras like bank feeds,
mass payouts and multi-user access.
-- Wise Platform - allows banks like Monzo and Stanford Federal
Credit Union, and enterprises like Google Pay and Xero, to
integrate into the Wise infrastructure, giving their customers
cheaper, faster payments and account features. Wise Platform is
live with 14 banks in 11 countries across 4 continents and 7
5) We have organised the team to meet our mission
-- Wise has a culture which is shaped around our mission - we
are organised for execution speed while maintaining clear
accountability to customers, regulators and other stakeholders.
-- We have a committed team of over 2,400 Wisers from 90 nationalities.
-- The leaders and the Board of Wise have strength of experience
across global technology companies, growth strategies and
Financial performance - demonstrating the value and resilience
of the Wise proposition through a challenging year
In addition to a planned direct listing, Wise is also announcing
its FY2021 financial results today.
In FY2021, Wise moved GBP54.4 billion across borders, for 6
million customers active in the financial year, representing a
volume CAGR of 42% between FY2019 and FY2021. Revenues increased by
a CAGR of 54% over the same period, reaching GBP421 million in
FY2021. The company saw strong growth not just at a group level but
also across all geographies it operates in and with both personal
and business customers. Gross margins were stable at approximately
62% throughout this period. In FY2021, Adjusted EBITDA ()
reached GBP109 million, a margin () of 25.8%, while cash
conversion () was 95.6%. Profit before tax for the year more
than doubled to GBP41 million compared to the prior year.
Wise has seen strong demand at the start of FY2022 in terms of
personal and business volumes and revenues. The company plans to
publish a trading update for the first quarter of FY2022 in July
Looking ahead, while the impact of the COVID-19 pandemic will
remain difficult to predict, Wise expects revenue to grow in the
medium-term at a CAGR of over 20% and Adjusted EBITDA margin to
remain above 20%. For FY2022, Wise expects revenue growth in the
low to mid-twenties on a percentage basis.
A table of financial information can be found in the appendix to
Potential Direct Listing Highlights
Should Wise proceed with a direct listing, the current
expectation is that we will invite customers to join our
shareholder base of like-minded investors through OwnWise:
-- Wise believes our customers should also be given the
opportunity to be shareholders - as our customers have the
strongest understanding of the problems we're solving with our
mission, we see it as natural that they have a say in how Wise is
built and run.
-- To support and incentivise our customers who wish to become
Wise shareholders, following our direct listing we are planning to
establish our customer shareholder program, OwnWise.
-- OwnWise is open for pre-applications from UK eligible
customers today and is expected to open to other eligible customers
in select countries following our direct listing, subject in some
jurisdictions to regulatory requirements being satisfied. We will
separately notify customers of the other OwnWise opening dates.
-- OwnWise is limited in its first year to 100,000 participating eligible customers.
-- Eligible customers participating in OwnWise who buy shares in
Wise during the eligibility period (based on market value at the
time of purchase) and continue to hold these for 12 months will, at
the end of such 12 month period, be entitled to:
-- receive bonus shares in Wise representing 5% of the value of
shares purchased during the eligibility period, up to a maximum
value of GBP100;
-- a chance to win a trip to our Mission Days company conference
- a handful of OwnWise customers will be selected to attend in
person and, for everyone else, you'll get to watch online;
-- limited edition Wise swag; and
-- the option to join our OwnWise community which offers
quarterly sessions with our team and early access to new features
-- Information about the brokers who plan to provide customers
with the opportunity to buy shares will be available on the OwnWise
-- Non-UK customers who may be eligible to participate in the
programme will receive an email with further information.
Should we proceed, we also expect:
-- Shares would 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.
-- Upon listing, Wise would 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 the 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. 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.
-- Any additional details in relation to the potential listing,
together with corporate governance arrangements would be disclosed
in a Confirmation of Intention to Float announcement and/or the
Prospectus, if and when published.
-- Wise has engaged Goldman Sachs International ("Goldman
Sachs"), Morgan Stanley & Co. International plc ("Morgan
Stanley") and Barclays Bank PLC ("Barclays") as Lead Financial
Advisers, and Citigroup Global Markets Limited ("Citi") as
co-adviser in the event the direct listing proceeds.
Wise has a strong and experienced Board
Taavet Hinrikus (Executive Chairman)
Taavet is the Chairman of the Company, which he co-founded in
2010. Prior to starting Wise, Taavet was Skype's director of
strategy until 2008, starting as its first employee. He's an active
investor in Europe with 100+ technology investments including Bolt,
Zego, Veriff, Gideon Brothers, Meatable, Farewill and many others.
More recently he co-founded Jõhvi Coding School to provide greater
access to coding skills, and Certific to accelerate distributed
medical testing. Taavet leads Wise's annual 20 under 20
competition, providing mentoring and funding to the next generation
of teenage CEOs. He holds an MBA from INSEAD and dropped out from
computer science studies at Tallinn University of Technology.
Kristo Käärmann (Chief Executive Officer)
Kristo is the Chief Executive Officer of the Company, which he
co-founded in 2010. Prior to that he was a consultant at Deloitte
and PwC. He holds a bachelor's and master's degree from University
Matthew Briers (Chief Financial Officer)*
Matthew is Chief Financial Officer of the Company. Matt joined
the Wise team in 2015 from Google, where he was Head of Sales
Finance for Google UK. Matt previously held the role of Head of
Strategy for Asset Finance at Lloyds Banking Group, as well as
managerial positions at Bain & Company and Capital One. He has
nearly twenty years' experience in Finance and the financial
sector. He holds a Master of Engineering in Engineering, Economics
and Management from Oxford University.
David Wells (Senior Independent Non-Executive Director)
David joined the Board as Non-Executive Director in 2019. Prior
to this, he served as Netflix's CFO for 8 years, retiring in early
2019 after nearly 15 years with the company and having served as VP
of Financial Planning and Analysis prior to CFO. Prior to joining
Netflix, David served in various roles at Deloitte Consulting from
1998 to 2004 and in the non-profit sector before getting his MBA.
He holds a joint MBA/MPP Magna Cum Laude from The University of
Chicago and a bachelor's degree in Commerce from the University of
Clare Gilmartin (Independent Non-Executive Director)*
Clare joined the Board as Non-Executive Director in 2021. Clare
has been a high growth technology leader for close to twenty years.
After a stint in management consulting with BCG, Clare spent ten
years growing eBay in Europe, latterly as VP eBay Europe. She then
took over as CEO at Trainline in 2014, taking it from being a UK,
rail only platform to being a pan European Technology leader. She
led the business through a sale to KKR in 2015, and then through a
successful IPO in 2019. Clare is an advisor to Future Frontiers, a
social enterprise that provides career guidance to pupils from low
income backgrounds, and is also an advocate for women in
technology. She holds a Bachelor of Commerce (Int) degree from
University College of Dublin, and was their Business Alumni of the
year in 2019. Clare is married and has three children.
Hooi Ling Tan (Independent Non-Executive Director)*
Hooi Ling joined the Board as Non-Executive Director in 2021.
Hooi Ling Tan is the Co-Founder of Grab, Southeast Asia's leading
super app that offers users a wide range of on-demand services in
the region, including mobility, food, package and grocery delivery
services, mobile payments, and financial services. Based in
Singapore, she oversees critical pillars of Grab's operations,
including corporate strategy, technology (product, design,
engineering and data), customer experience and people operations.
Prior to joining Grab full-time in 2015, Hooi Ling led high
priority strategic and operational projects at Salesforce, working
at the company's San Francisco headquarters. There, she specialised
in Corporate Strategy, Corporate Operations, Pricing Intelligence
and Monetisation. Before joining Salesforce, Hooi Ling was a
consultant at McKinsey & Company, advising global corporations
in Southeast Asia, North America, Latin America and Australia on
corporate strategy and operations. Hooi Ling is a member of the
National University of Singapore (NUS) Board of Trustees, and sits
on the board of the Economic Development Board (EDB). Hooi Ling has
a Bachelor of Engineering (Mechanical) from the University of Bath,
and a Master of Business Administration from Harvard Business
Ingo Uytdehaage (Independent Non-Executive Director)
Ingo joined the Board as Non-Executive Director in 2019. He is
also currently the CFO of Adyen and a Board member of Foam Museum,
Amsterdam. Before joining Adyen, he held the position of Finance
Director at KPN in The Hague. He has also held various roles in the
telecommunication and retail industries, including diverse
management functions at VendexKBB/Maxeda. He has earned degrees
from Maastricht University (MBA in accounting and finance), Aarhus
Business School in Denmark (MBA in supply chain management and
organisational behaviour) and the Vrije Universiteit in Amsterdam
(Post Graduate, CPA).
Alastair (Alex) Rampell (Non-Executive Director)
Alex joined the Board as Non-Executive Director in 2018. Alex is
a General Partner at Andreessen Horowitz where he focuses on
financial services. He serves on the board of Branch, Brightside,
Descript, Divvy, Earnin, FlyHomes, Loft, Mercury, PeerStreet,
Point, Propel, SentiLink, Super Evil Megacorp, Wise, and Very Good
Security. Alex additionally led Andreessen Horowitz's investments
in Opendoor ($OPEN), Plaid, Quantopian (acquired by Robinhood), and
Rival (acquired by LiveNation). Prior to joining Andreessen
Horowitz, Alex co-founded multiple companies including Affirm
($AFRM), which he co-founded with Max Levchin, FraudEliminator
(acquired by McAfee in 2006), Point, TrialPay (acquired by Visa in
2015), TXN (acquired by Envestnest in 2019), and Yub (acquired by
Coupons.com in 2013). He holds a BA in Applied Mathematics and
Computer Science from Harvard University.
*Director designate. Approved by the Board on 2 February 2021
and expected to be formally appointed after regulatory clearances
A copy of the registration document will be submitted to the
National Storage Mechanism of the FCA and will be available for
inspection at the following link once approved by the FCA:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of
the Registration Document will also be available online on the
Company's website at www.wise.com/owners subject to certain access
Access to supplemental information for bona-fide, unconnected
research analysts: A presentation and related information in
relation to Wise will be made available via a link to unconnected
research analysts on 21 June 2021. Please let Martin Adams at Wise
know if you are a research analyst and would like to receive access
to the information and whether you would like to attend an
unconnected analyst presentation by no later than 18 June 2021.
Martin Adams - Head of Investor Relations
Abigail Daniels - Head of Public Relations
Charles Pretzlik / Sarah West / Samantha Chiene
+44 (0) 20 7404 5959
Lead Financial Advisers
Richard Cormack / Clif Marriott / Jimmy Bastock / Adam
+44 (0)207 774 1000
Henrik Gobel / Michelle Carmichael / Angus Millar / Luka
+44 (0)207 425 8000
Tom Johnson / Ahsan Raza
+44 (0) 207 623 2323
+44 (0) 207 500 5000
Appendix - Table of Financial Information
The following table sets out certain of our key operating and
financial metrics, for the periods indicated.
Year ended 31 March
2021 2020 2019
----- ----- -----
Active customers (million) 6.0 4.7 3.3
Personal (million) 5.7 4.5 3.2
Business (thousand) 304.9 193.5 119.2
Volume per customer (GBP thousands) 9.1 8.9 8.2
Personal (GBP thousands) 7.4 7.4 7.1
Business (GBP thousands) 40.4 42.7 39.1
Total volume (GBP billions) 54.4 41.7 27.1
Personal (GBP billions) 42.1 33.4 22.4
Business (GBP billions) 12.3 8.3 4.7
Total take rate (%) 0.77% 0.73% 0.66%
Cross-currency take rate (%) 0.70% 0.68% 0.64%
Other fees (%) 0.07% 0.05% 0.02%
Revenue (GBP millions) 421.0 302.6 177.9
Personal (GBP millions) 341.3 251.7 151.0
Business (GBP millions) 79.7 50.9 26.9
Gross profit (GBP millions) 260.5 188.1 110.4
Gross profit margin (%) 61.9% 62.2% 62.1%
Adjusted EBITDA (GBP millions)
(2) 108.7 68.2 25.5
Adjusted EBITDA margin (%) (2) 25.8% 22.5% 14.3%
Free Cash Flow (GBP millions)
(2) 103.9 51.0 13.3
Cash Conversion (%) (2) 95.6% 74.8% 52.2%
The following table provides a reconciliation from profit
for the year to Adjusted EBITDA, Adjusted EBITDA margin, Free
Cash Flow and Cash Conversion for the periods indicated.
Year ended 31 March
2021 2020 2019
--------- -------- -------
(GBP millions, unless otherwise
Reconciliation of Adjusted EBITDA
and Adjusted EBITDA margin
Profit for the year 30.9 15.0 10.3
Income tax expense/(credit) 10.2 5.4 (0.2)
Finance expense 3.8 3.2 2.1
Depreciation and amortisation 21.7 20.6 6.3
Share-based payment compensation
expense 38.1 24.0 7.0
Exceptional items 4.0 - -
--------- -------- -------
Adjusted EBITDA 108.7 68.2 25.5
--------- -------- -------
Revenue 421.0 302.6 177.9
--------- -------- -------
Adjusted EBITDA margin 25.8% 22.5% 14.3%
Reconciliation of Free Cash Flow
and Cash Conversion
Adjusted EBITDA 108.7 68.2 25.5
Payments for lease liabilities (4.7) (4.1) -
Capital expenditure - Property,
plant and equipment (2.3) (3.1) (2.3)
Capital expenditure - Intangibles (20.9) (15.0) (11.3)
Change in corporate working capital
(excluding change in collaterals) 23.1 5.0 1.4
----------------- ------------------ -----------------
Free Cash Flow 103.9 51.0 13.3
----------------- ------------------ -----------------
Adjusted EBITDA 108.7 68.2 25.5
----------------- ------------------ -----------------
Cash Conversion 95.6% 74.8% 52.2%
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 PRA
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
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.
 Participation is available to Wise's investor and
optionholder base as at 23 May 2021
 Compound annual growth rate.
 2021 Edgar, Dunn & Company Market Study.
 2021 Edgar, Dunn & Company Market Study.
 Net Promoter Score ("NPS") as of FY21. NPS score is based on
the share of respondents answering 9 or above ("promoter") less the
share of respondents answering 6 or below (detractors) out of a
score of 1-10 to the question "How likely are you to recommend us
to a friend?".
 Wise defines Adjusted EBITDA as profit for the year before
income taxes, finance expense, depreciation and amortisation, share
based payment compensation expense and exceptional items.
 Wise defines Adjusted EBITDA margin as Adjusted EBITDA
divided by revenue.
 Wise defines Cash Conversion as Free Cash Flow (Adjusted
EBITDA minus corporate working capital change excluding
collaterals, capital expenditure and lease payments) divided by
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(END) Dow Jones Newswires
June 17, 2021 02:03 ET (06:03 GMT)