– Subject to shareholder approval

TradeWindow (NZX: TWL), the global trade software business, today announces it has concluded a strategic agreement that will see UK headquartered technology company nChain take a 19.99% stake for an $11.1 million investment.

The agreement, which is subject to shareholder approval, follows on from a heads of agreement signed on 31 March 2023. In line with that agreement, nChain will subscribe to ~28 million new TradeWindow ordinary shares at a price of $0.3952 per share.

The nChain investment will be comprised of:
• an upfront cash payment of $2.4 million;
• the provision of an overarching architectural framework to create a global trade platform for the services provided under the agreement, valued at $2 million;
• the provision of nChain’s suite of software products for the term of the agreement, valued at $2.7 million; and
• the provision of software development services valued at $4 million to deliver TradeWindow’s global trade platform project over the next 24 months. The 10 million shares associated with this portion of the agreement will be held in escrow and progressively released to nChain pending the completion of each work package.

nChain will also become the exclusive distribution partner for TradeWindow’s solutions across the UK and Scandinavia, and a non-exclusive distribution partner elsewhere.

TradeWindow will release details of the planned special meeting to approve the issue of shares to nChain, including additional background and deal details, shortly.