Information Form and Checklist Annexure 2
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Released
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ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 1
Information Form and Checklist
Annexure 2 (Entities that have a Primary Listing
on the NZX Main Board)
Name of entity ABN/ACN/ARBN/ARSN
Trade Window Holdings Limited N/A
This Annexure forms part of the Information Form and Checklist supplied by the entity named above to support its
application for admission to the official list of ASX Limited (ASX) as an ASX Foreign Exempt Listing.
Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.
No Item Location/Confirmation
All entities
1. For each director or proposed director, the CEO or proposed CEO, and the
CFO or proposed CFO (together, “relevant officers”) of the entity at the date
of listing,1 a list of the countries in which they have resided over the past
10 years (Listing Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)2
- Alexander John MacLeod, Non-
Executive Director – New Zealand;
- Philip John Norman, Non-
Executive Director – New Zealand;
- Albertus Johannes Smith,
Executive Director and Chief
Executive Officer – Australia and
New Zealand;
- Kerry Michael Friend, Executive
Director – New Zealand and
Singapore; and
- Deidre Lee Campbell, Chief
Financial Officer – New Zealand.
2. For each relevant officer, a list of any other names or alias they have used in
the past 10 years, including any maiden name or married name3 (Listing
Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
Alexander John MacLeod is also known
as Alasdair John Macleod.
3. For each relevant officer who is or has in the past 10 years been a resident
of Australia, an original or certified true copy of a national criminal history
check obtained from the Australian Federal Police, a State or Territory police
service or a broker accredited by Australian Criminal Intelligence
Commission which is not more than 12 months old (Listing Rule 1.11
Condition 11 and Guidance Note 1 section 3.21)
Attachment 11 – National criminal
history check for Albertus Johannes
Smith (Executive Director and Chief
Executive Officer)
4. For each relevant officer who is or has in the past 10 years been a resident
of a country other than Australia, an original or certified true copy of an
equivalent national criminal history check to that mentioned in item 3 above
for each country in which the relevant officer has resided over the past
10 years (in English or together with a certified English translation) which is
not more than 12 months old or, if such a check is not available in any such
Overseas criminal history checks for
each of the following relevant officers:
- Attachment 12A – Alexander John
MacLeod, Non-Executive Director;
- Attachment 12B – Philip John
Norman, Non-Executive Director;
- Attachment 12C – Albertus
Johannes Smith, Executive
1 If the entity applying for admission to the official list is a trust, references in items 1, 2, 3, 4, 5, 6 and 7 to a relevant officer mean a relevant officer of the
responsible entity of the trust.
2 The information referred to in items 1, 2, 3, 4, 5, 6 and 7 is required so that ASX can be satisfied that the relevant officer is of good fame and character
under Listing Rule 1.11 Condition 11.
3 The sample statutory declaration referred to in item 7 below addresses this requirement. Note that if the relevant officer has used another name or alias
(including a maiden name or married name) in the past 10 years, the criminal record and bankruptcy checks referred to in items 3, 4, 5, and 6 must cover
all of the names or aliases the relevant officer has used over that period.
ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 2
No Item Location/Confirmation
country, a statutory declaration4 from the relevant officer confirming that fact
and that he or she has not been convicted in that country of:
(a) any criminal offence involving fraud, dishonesty, misrepresentation,
concealment of material facts or breach of his or her duties as a director
or officer of a company or other entity; or
(b) any other criminal offence which at the time carried a maximum term of
imprisonment of five years or more (regardless of the period, if any, for
which he or she was sentenced),
or, if that is not the case, a statement to that effect and a detailed
explanation of the circumstances involved (Listing Rule 1.11 Condition 11
and Guidance Note 1 section 3.21)
Director and Chief Executive
Officer;
- Attachments 12D and 12E– Kerry
Michael Friend, Executive Director;
and
- Attachment 12F – Deidre Lee
Campbell, Chief Financial Officer.
5. For each relevant officer who is or has in the past 10 years been a resident
of Australia, an original or certified true copy of a search of the Australian
Financial Security Authority National Personal Insolvency Index which is not
more than 12 months old (Listing Rule 1.1 Condition 11 and Guidance
Note 1 section 3.21)
Attachment 13 – Bankruptcy search for
Albertus Johannes Smith (Executive
Director and Chief Executive Officer)
6. For each relevant officer who is or has in the past 10 years been a resident
of a country other than Australia, an original or certified true copy of an
equivalent national bankruptcy check to that mentioned in item 5 above for
each country in which the relevant officer has resided over the past 10 years
(in English or together with a certified English translation) which is not more
than 12 months old or if such a check is not available in any such country, a
statutory declaration5 from the relevant officer confirming that fact and that
he or she has not been declared a bankrupt or been an insolvent under
administration in that country or, if that is not the case, a statement to that
effect and a detailed explanation of the circumstances involved (Listing
Rule 1.11 Condition 11 and Guidance Note 1 section 3.21)
Overseas bankruptcy searches for each
of the following relevant officers:
- Attachment 14A – Alexander John
MacLeod, Non-Executive Director;
- Attachment 14B – Philip John
Norman, Non-Executive Director;
- Attachment 14C – Albertus
Johannes Smith, Executive
Director and Chief Executive
Officer;
- Attachments 14D and 14E –
Kerry Michael Friend, Executive
Director; and
- Attachment 14F – Deidre Lee
Campbell, Chief Financial Officer.
7. A statutory declaration6 from each relevant officer specifying whether they
have used any other name or alias in the past 10 years and confirming that:
(a) the relevant officer has not been the subject of any criminal or civil penalty
proceedings or other enforcement action by any government agency in
which he or she was found to have engaged in behaviour involving fraud,
dishonesty, misrepresentation, concealment of material facts or breach of
duty;
(b) the relevant officer has not been refused membership of, or had their
membership suspended or cancelled by, any professional body on the
ground that he or she has engaged in behaviour involving fraud,
dishonesty, misrepresentation, concealment of material facts or breach of
duty;
(c) the relevant officer has not been the subject of any disciplinary action
(including any censure, monetary penalty or banning order) by a securities
exchange or other authority responsible for regulating securities markets
for failure to comply with his or her obligations as a director or officer of a
listed entity;
(d) no listed entity of which he or she was a relevant officer (or, in the case of
a listed trust, in respect of which he or she was a relevant officer of the
responsible entity of the trust) at the time of the relevant conduct has been
the subject of any disciplinary action (including any censure, monetary
penalty, suspension of trading or termination of listing) by a securities
exchange or other authority responsible for regulating securities markets
Statutory declarations of each relevant
officer:
- Attachment 15A – Alexander John
MacLeod, Non-Executive Director;
- Attachment 15B – Philip John
Norman, Non-Executive Director;
- Attachment 15C – Albertus
Johannes Smith, Executive
Director and Chief Executive
Officer;
- Attachment 15D – Kerry Michael
Friend, Executive Director; and
- Attachment 15E – Deidre Lee
Campbell, Chief Financial Officer.
4 The sample statutory declaration referred to in item 7 below also addresses this requirement.
5 The sample statutory declaration referred to in item 7 also addresses this requirement.
6 A sample statutory declaration is available from the ASX Compliance Downloads page on ASX’s website.
ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 3
No Item Location/Confirmation
for failure to comply with its obligations under the Listing Rules applicable
to that entity; and
(e) the relevant officer is not aware of any pending or threatened investigation
or enquiry by a government agency, professional body, securities
exchange or other authority responsible for regulating securities markets
that could lead to proceedings or action of the type described in (a), (b),
(c) or (d) above,
or, if the relevant officer is not able to give such confirmation, a statement to
that effect and a detailed explanation of the circumstances involved (Listing
Rule 1.11 Condition 11 and Guidance Note 1 section 3.18)
Entities applying under the profit test
8. Evidence that the entity is a going concern or the successor of a going
concern (Listing Rules 1.11 Condition 6(a) and 1.2.1)
N/A
9. Evidence that the entity has been in the same main business activity for the
last 3 full financial years (Listing Rules 1.11 Condition 6(a) and 1.2.2)
N/A
10. Audited accounts for the last 3 full financial years, including the audit reports
(Listing Rules 1.11 Condition 6(a) and 1.2.3(a))
N/A
11. If the entity’s last financial year ended more than 6 months and 75 days
before the date of this application, audited or reviewed accounts for the last
half year (or longer period if available), including the audit report or review
(Listing Rules 1.11 Condition 6(a) and 1.2.3(b))
N/A
12. A reviewed pro forma statement of financial position, including the review
(Listing Rules 1.11 Condition 6(a) and 1.2.3(c))7
N/A
13. Evidence that the entity’s aggregated profit from continuing operations for
the last 3 full financial years has been at least $1 million (Listing Rules 1.11
Condition 6(a) and 1.2.4)
14. Evidence that the entity’s profit from continuing operations in the past
12 months to a date no more than 2 months before the date of this
application has exceeded $500,000 (Listing Rules 1.11 Condition 6(a) and
1.2.5)
N/A
15. Is there a statement in the Offer Document that the entity’s directors8 have
made enquiries and nothing has come to their attention to suggest that the
entity is not continuing to earn profit from continuing operations up to the
date of the Offer Document
If so, where is it?
If not, please attach such a statement signed by all of the entity’s directors9
(Listing Rule 1.2.6)
N/A
Entities applying under the assets test
16. Evidence that the entity has:
(a) if it is not an investment entity, net tangible assets of at least $4 million
(after deducting the costs of fund raising) or a market capitalisation of at
least $15 million;
(b) if it is an investment entity other than pooled development fund, net
tangible assets of at least $15 million; or
Trade Window Holdings has a market
capitalisation exceeding A$15 million.
As at 13 October 2025, Trade Window
Holdings Limited has a market
capitalisation of approximately A$42
million.
7 Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company
auditor) or independent accountant.
8 If the entity applying for admission to the official list is a trust, the statement should be made by the directors of the responsible entity of the trust.
9 If the entity applying for admission to the official list is a trust, the statement should be signed by all directors of the responsible entity of the trust.
ASX Foreign Exempt Listing Information Form and Checklist Annexure 2 (01/12/19) Page 4
No Item Location/Confirmation
(c) if it is a pooled development fund, net tangible assets of at least
$2 million (Listing Rules 1.11 Condition 6(a), 1.3.1 and 1.3.4)
17. Evidence that the entity’s working capital (as shown in its reviewed pro forma
statement of financial position under listing Rule 1.3.5(d)) is at least
$1.5 million (Listing Rules 1.11 Condition 6(a) and 1.3.3(c))
Pro forma balance statement to be
provided in due course.
Additionally, Trade Window Holdings
Limited intends to raise between A$5
million to A$12 million prior to listing on
the ASX. At least A$1.5 million of the
capital raising proceeds will be allocated
as working capital.
18. Audited accounts for the last 2 full financial years, including the audit reports
(Listing Rules 1.11 Condition 6(a) and Listing Rule 1.3.5(a))
Attachment 4 – Trade Window
Holdings Limited FY2025 Annual Report
Attachment 16 – Trade Window
Holdings Limited FY2024 Annual Report
19. If the entity’s last financial year ended more than 6 months and 75 days
before the date of this application, audited or reviewed accounts for the last
half year (or longer period if available), including the audit report or review
(Listing Rules 1.11 Condition 6(a) and 1.3.5(b))
N/A
20. If the entity has in the 12 months before the date of this application acquired,
or is proposing in connection with its application for admission to acquire,
another entity or business that is significant in the context of the entity,
audited accounts for the last 2 full financial years for that other entity or
business, including the audit reports (Listing Rules 1.11 Condition 6(a) and
1.3.5(c) first bullet point)
N/A
21. If the entity has in the 12 months before the date of this application acquired,
or is proposing in connection with its application for admission to acquire,
another entity or business that is significant in the context of the entity and
the last full financial year for that other entity or business ended more than
6 months and 75 days before the date of this application, audited or
reviewed accounts for the last half year (or longer period if available) from
the end of the last full financial year for that other entity or business,
including the audit report or review (Listing Rules 1.11 Condition 6(a) and
1.3.5(c) second bullet point)
N/A
22. A reviewed pro forma statement of financial position, including the review
(Listing Rules 1.11 Condition 6(a) and 1.3.5(d))10
To be provided in due course.
10 Note: the review must be conducted by a registered company auditor or an overseas equivalent of a registered company auditor or independent
accountant.
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