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#289 VC & PE funds raised

Tech Insights #289

VC & PE funds raised

Mergers & acquisitions

Corporate finance advisory

Capital raising

29 May 2023

Page 1 of 2

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Overview

In this week’s Tech Insights report we delve into a brief history of New Zealand private equity and venture capital funds raisedover time. New Zealand venture capital firm Movacrecently announced it closed its sixth fund after raising a total of NZD $202 million, which in the current environment is a great outcome. As the chart below shows, the level of private equity and venture capital has materially grown in recent times. Note this analysis doesn’t include co-investment vehicles which increase the total funds further.

Funds raised (NZD $m)

1990

1995

2000

2005

2010

2015

2020

2025

Direct Capital

Pencarrow

Pioneer Capital

Movac

Waterman

GD1

Blackbird Aotearoa

Oriens Capital

Icehouse Ventures

Nuance Capital

Pacific Channel

Hillfarrance

400

50

Size of bubble represents fund size (NZD millions)

Tech Insights #289

VC & PE funds raised

Mergers & acquisitions

Corporate finance advisory

Capital raising

29 May 2023

-

1,000

2,000

3,000

4,000

5,000

6,000

1993

1998

2003

2008

2013

2018

2023

VC

PE

Who

Type

Raised ($m)

Funds

Currentinvestments

Exits

Direct Capital

PE

1,358

6

8

31

Pencarrow PE

PE

992

7

10

13

Pioneer Capital

PE

776

4

14

14

Movac

VC

655

6

39

10

Waterman PC

PE

513

4

6

11

GD1

VC

195

3

27

1

Blackbird Aotearoa

VC

134

2

Oriens Capital

PE

130

2

7

2

Icehouse Ventures

VC

110

1

Nuance Capital

VC

57

1

6

0

Pacific Channel

VC

50

1

38

7

Hillfarrance

VC

36

1

15

0

Fund statistics

Page 2 of 2

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Total funds raised ($m)

DisclaimerThe information provided in this report has been sourced and calculated from public information from fund websites. ClareCapital holds no responsibility over the actual numbers. ClareCapital is not an Authorised Financial Adviser. If you are making investment decisionsyou should seek appropriate personalised financial advice.

Highlights

Average years between private equity fund raises 4.9 years

Average years between venture capital fund raises 4.2 years

Average private equity fund size $165 million

Average venture capital fund size $74 million

2006: Sale of TradeMe

2007: Xero IPO and KiwiSaver introduced.

Note: we’re unable to determine current and past investments from Blackbird Aotearoa and Icehouse’s websites, as a result this information is left blank.

29 May
2023
#
289
-
VC & PE funds raised

#288 Activision Blizzard acquisition
Tech Insights #288

Activision Blizzard acquisition

Page 1 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

22 May 2023

Subscribe and see previous reports at clarecapital.co.nz/tech-insights

Overview

In January 2022, Microsoft announced it was acquiring listed video game developer Activision Blizzard at an implied Enterprise Value of USD $69B. The acquisition of Activision

Blizzard would allow Microsoft to add more titles to its subscription platform; Game Pass. Approval of the deal is going through various international regulators, with concern

about Microsoft (the makers of Xbox) leveraging the content of Activision Blizzard (Call of Duty, World of Warcraft, etc.) in a potentially anti-competitive way. It will be

interesting to see whether this deal completes, and if not, who stops it.

-

20%

40%

60%

80%

100%

-

2

4

6

8

10

FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22

Product sales

In-game, subscription & licensing

EBITDA margin

Gross margin

-

2

4

6

8

10

FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22

USA United Kingdom Asia Pacific Other

-

100

200

300

400

Jan-19 Jul-19 Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23

Activision Blizzard Microsoft

Activision Blizzard revenue split (USD $B) and margins Activision Blizzard revenue by geography (USD $B)

Share price index

Deal announced

December year end

UK regulators move to

block the deal

Tech Insights #288

Activision Blizzard acquisition

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Disclaimer The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the

actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Enterprise value / LTM EBITDA

Mergers & acquisitions

Corporate finance advisory

Capital raising

22 May 2023

-

5x

10x

15x

20x

25x

30x

35x

Jan-19 Jul-19 Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23

Activision Blizzard Microsoft

-

2x

4x

6x

8x

10x

12x

14x

16x

Jan-19 Jul-19 Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23

Activision Blizzard Microsoft

Company Country Top game EV Revenue EBITDA Revenue growth Gross margin EBITDA margin EV/Revenue EV/EBITDA

Activision Blizzard USA Call of Duty 52,832 8,143 2,091 -2% 70% 26% 6.5x 25.3x

EA USA FIFA 33,572 7,426 2,099 6% 77% 28% 4.5x 16.0x

Take-Two USA GTA 25,654 5,350 432 53% 43% 8% 4.8x 59.4x

Nexon Japan MapleStory 15,145 2,861 988 40% 69% 35% 5.3x 15.3x

Bandai Namco Japan Tekken 14,292 7,325 1,092 11% 37% 15% 2.0x 13.1x

Capcom Japan Resident Evil 7,836 932 401 14% 59% 43% 8.4x 19.5x

Konami Japan Pro Evolution 6,583 2,325 569 5% 39% 24% 2.8x 11.6x

Square Enix Japan Final Fantasy 4,658 2,539 379 -6% 51% 15% 1.8x 12.3x

Ubisoft France Assassin's Creed 4,331 1,890 833 -15% 88% 44% 2.3x 5.2x

CD Projekt Poland The Witcher 2,498 214 95 7% 74% 44% 11.7x 26.3x

Median 11,064 2,700 701 7% 64% 27% 4.7x 15.7x

Enterprise value / LTM revenue

Listed comparators USD $M (LTM financials)

22 May
2023
#
288
-
Activision Blizzard acquisition

#287 Leadership positions by gender
Tech Insights #287

Leadership positions by gender

Mergers & acquisitions

Corporate finance advisory

Capital raising

15 May 2023

Subscribe and see previous reports at clarecapital.co.nz/tech insights Page 1 of 2

Overview

In this Tech Insights report we look at leadership positions (CEOs, Directors and Chairs) by gender across NZX50 and ASX200 listed companies. Interestingly the NZX50 has

greater female representation at a board level than the ASX200 while the ASX200 has more female CEOs. Using revenue and market cap. as a measure of scale, female

CEOs tend to lead larger companies on the ASX200, while the opposite is true for female CEOs of NZX50 listed companies.

Key positions by gender (NZX50) Key positions by gender (ASX200)

Highlights (NZX50)

• There are 340 board members on NZX50 companies. 128 are female and

212 are male.

• The most common board composition for NZX50 companies is 3:4 females

to males with ten boards having this composition.

• Neither the NZX50 or ASX200 indices have an industry where females are

represented more than males on the board of directors.

• Only Contact Energy’s board comprises more females than males. All

NZX50 companies have at least one female board member.

Highlights (ASX200)

• There are 1,510 board members on ASX200 companies. 543 are female

and 967 are male.

• The most common board composition for ASX200 companies is 3:5

females to males.

• Within the ASX200, ten company boards have more females than males,

and three have no female representation.

72%

62%

92%

28%

38%

8%

- 20% 40% 60% 80% 100%

Chair

Director

CEO

Male Female

90%

64%

89%

10%

36%

11%

- 20% 40% 60% 80% 100%

Chair

Director

CEO

Male Female

Tech Insights #287

Leadership positions by gender

Mergers & acquisitions

Corporate finance advisory

Capital raising

15 May 2023

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Disclaimer The information provided in this report has been sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the actual

numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Director gender count by GICS industry (NZX50) Director gender count by GICS industry (ASX200)

CEO by gender revenue and market cap. weighted (NZX50) CEO by gender revenue and market cap. weighted (ASX200)

-

5

10

15

20

25

30

35

40

Industrials

Financials

Real estate

Health care

Energy

Communication

services

Utilities

Consumer staples

Consumer

discretionary

Information

technology

Media and

entertainment

Materials

Male Female

-

50

100

150

200

250

Industrials

Financials

Real estate

Health care

Energy

Communication

services

Utilities

Consumer staples

Consumer

discretionary

Information

technology

Media and

entertainment

Materials

Male Female

92%

8%

Market Cap.

Male Female

95%

5%

Revenue

Male Female

84%

16%

Revenue

Male Female

83%

17%

Market Cap.

Male Female

15 May
2023
#
287
-
Leadership positions by gender

#286 Bed Bath & Beyond

Bed Bath & Beyond market cap

Page 1 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

8 May 2023

Subscribe and see previous reports at clarecapital.co.nz/tech-insights

Overview

Bed Bath & Beyond was founded in New Jersey in 1971, growing to have more than 1,000 stores across North America. A fall in sales and an increase in debt has resulted in the

firm’s demise, as shown in the graphs in this Tech Insights report. Note: the New Zealand namesake bears no relation to the North American Bed Bath & Beyond.

-

2

4

6

8

10

12

14

16

18

2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022

USD $b

Quarterly revenue (Feb year end) Share price and daily shares traded (since the start of 2023)

-

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

Q1 Q2Q3Q4 Q1 Q2Q3Q4 Q1 Q2Q3Q4 Q1 Q2Q3Q4 Q1 Q2Q3Q4 Q1 Q2Q3

FY18 FY19 FY20 FY21 FY22 FY23

USD $b

-

100

200

300

400

500

600

700

800

900

1,000

-

1

2

3

4

5

6

Jan Feb Mar Apr

Daily shares traded (million)

Share price USD

-

2x

4x

6x

8x

10x

12x

14x

16x

18x

2015 2016 2017 2018 2019 2020 2021 2022 2023

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Disclaimer The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the

actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Mergers & acquisitions

Corporate finance advisory

Capital raising

8 May 2023

EBITDA margin and gross margin Net debt to LTM EBITDA

Enterprise value multiples (LTM) Market cap vs Net debt (USD $b)

(30%)

(20%)

(10%)

-

10%

20%

30%

40%

Q1 Q2Q3Q4 Q1 Q2Q3Q4 Q1 Q2Q3Q4 Q1 Q2Q3Q4 Q1 Q2Q3Q4 Q1 Q2Q3

FY18 FY19 FY20 FY21 FY22 FY23

LTM

EBITDA

went

negative

-

5x

10x

15x

20x

-

0.2x

0.4x

0.6x

0.8x

1.0x

1.2x

2015 2016 2017 2018 2019 2020 2021 2022 2023

EV/Revenue EV/EBITDA

(4)

(2)

-

2

4

6

8

10

12

14

2015 2016 2017 2018 2019 2020 2021 2022 2023

Market cap +

Net debt =

Enterprise value

8 May
2023
#
286
-
Bed Bath & Beyond

#285 Pre-covid vs current economic indicators

Mergers & acquisitions

Corporate finance advisory

Capital raising

1 May 2023

Overview

This Tech Insights report looks at and compares various economic indicators for a selection of countries for the period between pre-covid (2019) and current available data. The

first page looks at the inflation and policy rates for these countries while the second page explores money supply, debt levels and public market performance. Note money

supply refers to the total amount of money in circulation within a specific economy or country. It is essentially the amount of money that is available for people and businesses to

spend and use in transactions. M3 is the broadest measure and includes less-liquid assets as part of its categorisation.

Inflation rates vs policy rates for a selection of countries between 2019 and latest available

(1%)

-

1%

2%

3%

4%

5%

6%

7%

2% 4% 6% 8% 10% 12%

Inflation rate (%)

Central bank rate (%)

2019 Latest

Policy rate

This is the rate that is used by the country’s central

bank to implement or signal its monetary policy

stance. For example, OCR for NZ, the Fed Funds

rate for the US and the BoE rate for the UK.

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Percentage change in money supply (M3) over time

Disclaimer The information provided in this report has been sourced and calculated from Trading Economics, IMF and S&P Global Market Intelligence. Clare Capital holds no

responsibility over the actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised

financial advice.

Mergers & acquisitions

Corporate finance advisory

Capital raising

1 May 2023

Market indices for a selection of countries

(25%)

-

25%

50%

75%

100%

Jan-19 Jul-19 Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23

S&P 500

STOXX Europe 600

FTSE 100 (GBP)

CSI 300 Index

BSE India Sensex 30 Index

Nikkei 225

NZX 50

S&P ASX 200

Country 2009 – 2019 CAGR YoY growth 2020/2021

United Kingdom 2.8% 12.5%

United States 6.1% 25.7%

European Union 3.3% 11.7%

Japan 2.6% 7.9%

New Zealand 5.7% 11.3%

Australia 6.2% 9.3%

India 11.8% 11.1%

China 14.9% 9.4%

Gross government debt to GDP between 2019 and latest available

- 50% 100% 150% 200% 250% 300%

United Kingdom

United States

European Union

Japan

New Zealand

Australia

India

China

2019 Latest

China

UK

US

India

Japan

Jan 19 Jul 19 Jan 20 Jul Jan 21 Jul Jan 22 Jul 22 Jan BSE India Sensex 30 Index

S&P 500

Nikkei 225

STOXX Europe 600

CSI 300 Index

ASX 200

NZX 50

FTSE 100

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1 May
2023
#
285
-
Pre-covid vs current economic indicators

#284 SaaS expenses

Page 1 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

24 April 2023

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Overview

This Tech Insights report looks at the four SaaS expense categories as a % of total expenses. We use a dataset of global SaaS companies on the first page and split companies

into four groups based on revenue. We then compare the average expense ratios across each of these groups. On the second page we look at three SaaS companies from

ANZ. We track these company’s expense ratios over the last eight years relative to their revenue and EBITDA margins.

37% 35%

27%

36%

19% 27%

35%

31%

19%

19%

22%

22%

26%

20% 16%

10%

-

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

< $50m $50m -

$300m

$300m -

$1b

> $1b

% of total expenses

G&A

R&D

CAC

CTS

31%

30%

22%

17%

-

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Data set median

SaaS company expenses as a % of total expenses (LTM)

General & Administration (G&A)

Expenses related to any overhead and corporate costs not

related to R&D, CAC or CTS. This includes rent and finance &

accounting salaries.

Research & Development (R&D)

Expenses related to the development of the software product

and/or platform, specifically the wages & salaries of engineers

and developers directly related to product development.

Customer Acquisition Costs (CAC)

Sales & Marketing (S&M) as it is commonly referred to in non-

SaaS terms, is an expense related to acquiring the customer,

which typically includes sales salaries, marketing initiatives and

onboarding.

Cost to Serve (CTS)

Cost of Sales (COS) as it is commonly referred to in non-SaaS

terms, is an expense related to servicing, hosting (AWS, Azure,

etc.) and supporting the customer.

Data set groupings are based on revenue (USD)

There are 40-60 companies in each band.}

Xero (% of total expenses)

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Disclaimer The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the

actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Mergers & acquisitions

Corporate finance advisory

Capital raising

24 April 2023

-

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2015 2023

G&A

R&D

CAC

CTS

-

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2015 2023

-

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2015 2023

WiseTech Pushpay

Xero (revenue and EBITDA margin) WiseTech Pushpay

-

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

-

100

200

300

400

500

600

2015 2023

-

2%

4%

6%

8%

10%

12%

14%

-

100

200

300

400

500

600

700

800

2015 2023

EBITDA margin

Revenue USD $m

-

5%

10%

15%

20%

25%

30%

35%

-

50

100

150

200

250

2015 2023

24 Apr
2023
#
284
-
SaaS expenses

#283 - Cloud Index as at 31 March 2023

-

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

20.0x

Mar 18 Sep 18 Mar 19 Sep 19 Mar 20 Sep 20 Mar 21 Sep 21 Mar 22 Sep 22 Mar 23

US - Median

US - 12MMA

ANZ - Median

ANZ - 12MMA

Page 1 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

17 Apr 2023

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Overview

This report looks at valuation metrics for cloud companies publicly listed in the United States, Australia and New Zealand. The index consists of 92 companies in the United

States (US) and 44 companies in Australia/New Zealand (ANZ). It is worth noting that there is a significant company size difference between the two indices, with the median

EV of US companies at $7.5b NZD versus $0.2b NZD for ANZ companies. As at 31 March 2023, the US Cloud index has regained some of the ground lost over the past year, up

25% from the previous quarter to 6.2x EV / NTM revenue. The ANZ Cloud index has not followed suit and is at a five-year low of 2.4x EV / NTM revenue.

NTM Revenue Multiple for Cloud Companies Listed in the US and ANZ (EV / NTM Revenue)

6.2x

2.4x

5.9x

2.8x

ANZ Cloud Index

Median 12MMA

Mar 23 2.4x 2.8x

Dec 22 2.9x 3.2x

Change (17%) (10%)

Mar 22 3.8x 5.0x

Change (37%) (43%)

US Cloud Index

Median 12MMA

Mar 23 6.2x 5.9x

Dec 22 5.0x 6.8x

Change 25% (14%)

Mar 22 8.7x 13.1x

Change (29%) (55%)

Note: NTM = Next 12 months, 12MMA = 12 month moving average

Key:

-

4.0x

8.0x

12.0x

16.0x

Mar 18 Mar 19 Mar 20 Mar 21 Mar 22 Mar 23

25th Percentile

Median

75th Percentile

Page 2 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

17 Apr 2023

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NTM Revenue Multiple for Cloud Companies Listed in US NTM Revenue Multiple for Cloud Companies Listed in ANZ

8.3x

6.2x

3.4x

4.3x

2.4x

1.1x

US Cloud Index 25th 75th 90th

31 Mar 2023 Percentile Median Percentile Percentile

EV (NZD $m ) 2,639 7,503 20,375 68,548

EV / NTM Rev 3.4x 6.2x 8.3x 10.2x

Revenue Growth (NTM) 10% 16% 23% 33%

EV / LTM Rev 3.7x 7.0x 9.8x 12.5x

Revenue Growth (LTM) 16% 26% 38% 56%

Gross Margin 66% 73% 79% 87%

Operating Margin (33%) (17%) (3%) 16%

FCF Margin 4% 13% 22% 33%

ANZ Cloud Index 25th 75th 90th

31 Mar 2023 Percentile Median Percentile Percentile

EV (NZD $m ) 67 212 751 3,638

EV / NTM Rev 1.1x 2.4x 4.3x 10.4x

Revenue Growth (NTM) 4% 13% 28% 36%

EV / LTM Rev 1.2x 2.8x 5.1x 12.4x

Revenue Growth (LTM) 1% 18% 46% 82%

Gross Margin 35% 59% 86% 95%

Operating Margin (31%) (5%) 11% 28%

FCF Margin (14%) 1% 13% 29%

Note: The percentiles for each metric are calculated individually.

EV = Enterprise Value, LTM = Last 12 months, NTM = Next 12 months, FCF = Unlevered free cash flow

Disclaimer The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the

actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

-

10.0x

20.0x

30.0x

40.0x

Mar 18 Mar 19 Mar 20 Mar 21 Mar 22 Mar 23

17 Apr
2023
#
283
-
Cloud Index as at 31 March 2023

#282 Strategic vs Financial acquirers
Target companies will usually know who their potential

acquirers are as strategic acquirers are likely to be from the

same or complementary industry.

The target will be valued on its products, assets, financials and

any synergies it can bring to the acquirer.

A financial acquirer may approach a target company if their

financial performance (e.g. how much revenue they generate) is

publicly known.

Likely to be valued in the following ways:

• the present value of the target’s cash flows (calculated

through a discounted cash flow analysis)

• valued on a multiple of revenue or earnings (e.g. EBITDA).

The highest valuation is typically found when the target

company is approached by a strategic acquirer. This could be

because of the target’s perceived market position, its

intellectual property or the acquiring company is unable to

replicate the target’s product suite.

Financial performance plays less of a role in the overall

acquisition rationale.

A financial acquirer is likely to focus strongly on the underlying

financials of the business.

The financial acquirer is predominately buying the target for

how much cash it can generate in the future and/or if it can onsell

the target’s products to existing customers.

Competition among potential acquirers in the sales process can

increase the price received.

Page 1 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

3 April 2023

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Overview

This Tech Insights report highlights key differences between the two types of acquirers - financial and strategic. The matrix on the first page details the difference between a

strategic and financial acquirer and the impact of the way the sale is initiated (i.e. an acquirer makes an unsolicited approach to purchase the company, or a process is run to

find a buyer). The highest value outcomes are typically when a company is “bought not sold”. The second page highlights Seequent’s growth journey since 2014, in relation to an

acquisition multiple framework.

Target runs process to find interested buyer Buyer approaches target company

Strategic acquirer

a company that will

acquire a business for

operational reasons

Financial acquirer

a company that will

acquire a business

because of financial

performance

Page 2 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

3 April 2023

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Disclaimer The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the

actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Acquisition multiple framework - Seequent transaction pricing journey example

EBITDA multiple Revenue multiple

Exit

100% sale to Bentley Systems (2021)

Seequent’s world-leading solutions for below ground infrastructure

compliments Bentley’s expertise in above ground infrastructure. The strategic

revenue multiple recognises the full value of Seequent.

Seequent was sold to Bentley Systems in a deal valued at

NZD $1,445m (~12x revenue)

Sale

Sale to Accel-KKR (2018)

Additional capital enabled Seequent’s acquisition of Geosoft. Seequent

becomes the market leader in subsurface geoscience and modelling solutions.

Approximate value between NZD $232m - $542m

Capital raising

Pencarrow invested 40% into the company (2014)

Growth capital supported the company’s international growth initiatives and

investment in new software product development.

Approximate value between NZD $25m - $50m

Financial acquirer Strategic acquirer

This example highlights Seequent’s growth journey over the last decade. Seequent is a leading global software provider of 3D geological modelling. The framework overlays the

type of acquirer and valuation multiple approach - Seequent’s business model has transitioned over the last decade, earning the right to be valued on a revenue multiple.

3 Apr
2023
#
282
-
Strategic vs Financial acquirers

#281 Page 1 of 2

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Overview

WiseTech (ASX:WTC) is a global logistics software provider. Its hero platform, CargoWise, offers end-to-end supply chain management. The software solutions include freight

forwarding, customs compliance, warehousing, and transportation management. WiseTech has grown through geographical and product expansion and has completed 30

acquisitions since the start of FY18 (June year end). This Tech Insights report looks at WiseTech’s performance history and acquisition strategy.

WiseTech share price (AUD $) and announced deals

Acquisitions FY18 FY19 FY20 FY21 FY22 FY23 Total

Acquisition count 15 8 3 - - 4 30

Disclosed spend (AUD $m) 213 300 51 - - 957 1,521

Revenue by geographic segment (AUD $m)

-

200

400

600

FY18 FY19 FY20 FY21 FY22

Europe,

Middle East

and Africa

Asia Pacific

Americas

Revenue growth (AUD $m)

-

200

400

600

FY18 FY19 FY20 FY21 FY22

Organic

growth

Acquisition

growth

-

10

20

30

40

50

60

70

Jun 17 Jun 18 Jun 19 Jun 20 Jun 21 Jun 22

Acquisition announced

June year end

Earnout performance goals (at announcement)

FY Country Product Transaction

value (AUD $m) Integration Revenue /

financial

Customer

conversion

Product

dev

FY17 Brazil Customs solutions 13 ✓

FY17 Australia Tariff compliance 6 No earnout

FY17 Taiwan Customs / forwarding (not disclosed) ✓ ✓ ✓

FY17 Australia Road transport logistics 9 ✓

FY17 Netherlands Rates management 7 ✓

FY17 USA Rates management 12 ✓

FY17 Australia Warehouse management 40 ✓ ✓

FY17 Ireland Airline messaging 3 (not disclosed)

FY17 Ireland Customs solutions 17 (not disclosed)

FY17 Netherlands Customs solutions 8 ✓ ✓ ✓

FY17 Australia Customs / forwarding 25 ✓ ✓ ✓ ✓

FY17 Turkey Customs solutions 8 ✓ ✓ ✓ ✓

FY17 USA Road transport logistics 4 ✓ ✓

FY17 Canada Customs solutions 3 ✓ ✓

FY17 USA Parcel management 59 ✓ ✓

FY19 Spain Customs solutions 47 ✓ ✓

FY19 USA Road transport logistics 69 ✓ ✓

FY19 UK Customs / forwarding 5 ✓ ✓

FY19 Australia Parcel management 55 ✓ ✓ ✓

FY19 Sweden Customs solutions 4 ✓ ✓

FY19 Norway Customs solutions 6 ✓ ✓

FY19 Australia Container optimisation 92 No earnout

FY19 Sweden Messaging integration 23 ✓ ✓

FY20 USA Container management 8 ✓ ✓

FY20 South Korea Compliance solutions 20 ✓ ✓ ✓

FY20 Switzerland Customs solutions 23 ✓ ✓

FY23 UK Digital documentation (not disclosed) (not disclosed)

FY23 UK Data entry automation (not disclosed) (not disclosed)

FY23 USA Drayage transport 351 Escrow arrangement

FY23 USA Rail transport solutions 606 Escrow arrangement

1,521

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actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

WiseTech acquisition strategy and deal structures

0% 20% 40% 60% 80% 100%

Blume

Envase

Shipamax

Bolero

SISA

Ready Korea

Depot Systems

Xware

Container Chain

SYSTEMA

CargoIT

IFS

LSI-Sigma

Trinium Technologies

Taric

Pierbridge

Fenix Data Systems

SaaS Transportation

Ulukom Bilgisayar

Forward, Softcargo, EasyLog

LSP Solutions

ABM Data Systems

Cargo Community Systems

Microlistics

Planet Traders

Cargoguide

CMS Transport Systems

Prolink

Digerati

Bysoft

Upfront component Earnout component

Historically, WiseTech’s acquisition strategy has included substantial earnout components (an average earnout of 40% of the total transaction value). In 2020, WiseTech refreshed

their acquisition strategy, renegotiating 17 of its previously agreed acquisition earnouts. The renegotiations included a substitution of equity compensation, rather than cash, and

a close-out of future earnouts, removing significant cash obligations and reducing future contingent liabilities.

(earnout proportion not disclosed)

(earnout proportion not disclosed)

(not disclosed)

(not disclosed)

(earnout proportion not disclosed)

27 Mar
2023
#
281
-
WiseTech acquisition strategy

#280 Publicis Groupe OmnicomGroup WPP IPG Dentsu

AUS/NZ acquisitions by major advertising agencies (NZ companies in green)

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Overview

Major advertising agencies have a track record of regularly acquiring firms in New Zealand and Australia. The five major firms shown in this Tech Insights report each trade at

relatively similar valuation multiples, have similar profitability margins, and generate a similar % of their revenue from the Asia/Pacific region. For profitable private Australian and

New Zealand advertising, media, digital and design agencies, selling to one of these firms can be a strong exit scenario.

Total

11

9

18

3

15

56

Note: Includes acquisitions by subsidiaries

AKQA Bower House

Meerkats

Dominion

Switched on Media

Assignment Group

Lightspeed

Essence Global

Designworks

Webling

Rapid Media

Chemistry Media

NorthandSouth

Union Digital

Heyday

PLAY

DT Digital

Blackwood

Revolver Mnet Milkmoney

Enigma Aware

Davanti

Halo Sport

Amicus

Klip Desk

Little Giant

Accordant

With Collective

Search Factor

Scorch

Barnes, Catmur & Friends

Soap Creative

BWM Isobar

Oddfellows

Levo MAX

Perceptive

Redhanded Lifelounge

Bruce Clay

Touchcast Channel 5

Clemenger

Tquila

Citrus

Balance

Third Horizon

Affinity iD

Herd MSL MBM

MercerBell

FirstClick

2DataFish

Match Media

2010 2012 2014 2016 2018 2020 2022

Enterprise value and revenue - NZD $b

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Disclaimer The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the

actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

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Asia/Pacific revenue as a % of total

Enterprise value / EBITDA – since 2018 EBITDA margin (last four years)

Note: WPP had negative EBITDA in FY20

Note: no data for WPP

-

5

10

15

20

25

30

35

40

Publicis Omnicom WPP IPG Dentsu

NZD $b

-

5%

10%

15%

20%

Publicis Omnicom WPP IPG Dentsu

LTM

4 years

ago

Revenue

EV

-

2%

4%

6%

8%

10%

12%

14%

Publicis Omnicom IPG Dentsu

-

2x

4x

6x

8x

10x

12x

Jan 18 Jan 19 Jan 20 Jan 21 Jan 22 Jan 23

Publicis

Omnicom

WPP

IPG

Dentsu

20 Mar
2023
#
280
-
Advertising companies

#279 Company spotlight FNZ

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Overview

FNZ is a global platform provider in the wealth management sector, providing solutions for wealth managers, asset managers, retail and private banks, and life insurers. FNZ

has grown rapidly in recent years, expanding its global presence through acquisitions and partnerships with major financial institutions such as local investment bank Jarden

and global passive fund manager Vanguard. This report takes a closer look into the USD $20 billion valued company whose origins began in New Zealand.

2003 2005 2007 2009 2011 2013 2015 2017 2019 2021 2023

History

FNZ acquires Hatch

Invest from Kiwi

Wealth for NZD

$40m. Clare Capital

acts as adviser to the

seller.

General

Atlantic

acquires an

unknown

minority stake

in FNZ from

H.I.G. Capital.

CDPQ and Generation

Investment agree to

purchase H.I.G. Capital

and General Atlantic’s

share of FNZ in a deal

valuing the business at

GBP £1.65 billion (NZD

$3.35 billion).

FNZ announces

funding from new

investor Temasek

Holdings to

consolidate across

Europe and grow

in Asia.

FNZ is founded by

then equity analyst

Adrian Durham and

Jarden.

Jarden

establishes

business unit

specifically

for FNZ Wrap.

FNZ secures first

major deal with

UK Insurance

provider

Standard Life.

Company

headquarters

are moved to

Edinburgh.

Jarden divests from

FNZ. H.I.G. Capital

fund the acquisition

of FNZ in a

management buy

out for GBP £13

million (NZD $34

million) in cash.

FNZ moves

headquarters

back to NZ.

FNZ announces a

GBP £1.03 billion

(NZD $2.01 billion)

capital raise at a

post money

valuation of GBP

£14.7 billion (NZD

$28.7 billion).

30+

locations

6,000+

employees

8

investments

16

acquisitions

$1.5 trillion

client assets

(USD)

20 million

end clients

Selected customers

Company overview

FNZ’s suite of technology platforms span the

entire wealth management value chain,

including; investment administration,

fund/product services, platform solutions,

adviser tools, digital portals for retail

investors, and banking services.

The business predominantly generates its

revenue from asset servicing fees (basis

points charged on assets on the platform),

and implementation and enhancement fees

related to development and new

configurations for customers.

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over the actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

FNZ presence Acquisitions (USD $m)

Company Country Description Enterprise

value

Revenue Revenue

growth

Gross

margin

EBITDA EBITDA

margin

EV/

Revenue

EV/

EBITDA

SS&C Technologies USA Software provider 20,820 5,283 4.6% 47.8% 1,752 33.2% 3.9x 11.3x

SEI Investment Company USA Wealth management solutions 6,720 1,991 3.8% 79.2% 529 26.6% 3.4x 9.4x

AssetMark USA Wealth management software 2,171 618 16.6% 47.6% 179 28.9% 3.5x 11.7x

Envestnet USA Wealth management software 3,950 1,240 4.5% 25.1% 94 7.6% 3.2x 35.0x

Allfunds Group United Kingdom WealthTech platforms 3,500 2,669 34.5% 19.0% 303 11.4% 1.2x 10.2x

Netwealth Australia Wrap platform 2,129 173 19.3% 61.4% 83 47.8% 17x 36.1x

Comparables (USD $m)

Hatch Invest

Investment platform

NZD $40m

Target Type Date Amount Country

Ifsam (B2B) fund platform Feb 23 Sweden

Nucleus Financial WRAP platform Feb 23 862 United Kingdom

YieldX Fixed income platform Jan 23 USA

Authenteq AML/KYC Nov 22 Germany

Diamos AG Fund admin software Sep 22 Germany

New Access Banking solution Jul 22 Switzerland

GBST Capital Markets Trade processing Dec 21 Australia

Appway Onboarding solutions Dec 21 Switzerland

Fondsdepot Bank Trading platform Nov 21 325 Germany

Hatch Invest Investment platform Oct 21 28 New Zealand

Silica Holdings Admin platform Jul 20 29 South Africa

State Street Wealth Wealth management Jul 20 USA

Augsburger Aktienbank Securities business Jul 20 Germany

Irish Progressive Services Admin solutions Feb 20 Ireland

JHC Systems Wealth platform Jul 19 United Kingdom

Ebase Banking Jul 18 173 Germany

13 Mar
2023
#
279
-
Company spotlight FNZ

#278

Manually added:
#278 Ngāti Toa Rangatira and MoE Transaction


Westpac, ANZ, BNZ, Booster, Fisher Funds
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Overview

Last year, Te Rūnanga o Toa Rangatira (Ngāti Toa Rangatira's mandated iwi authority) purchased the land of 40 school properties (144 hectares) in Te Whanganui-a-Tara

(Wellington), making it the largest landlord to the Ministry of Education (Te Tāhuhu o te Mātauranga) and securing ongoing rental income for the iwi. The arrangement, under a

wider 2014 Ngāti Toa Treaty settlement, is recognition of Crown breaches of Te Tiriti o Waitangi (The Treaty of Waitangi) which resulted in the iwi significantly stripped of

whenua, resources and mana.

Transaction details

Ngāti Toa purchased school land from MoE

for $352m (land value of $440m) and leases

land back to MoE (initial lease of 21 years with

ongoing terms of renewal)

A funding syndicate has lent Ngāti Toa

money for the purchase and Ngāti Toa will

make ongoing interest and principal

payments on the loan.

Debt

Cash

-

250

500

Land value Discount Purchase price

NZ $m

$440m $88m

$352m

Balance Sheet – year end June

Debt - funding syndicate

A funding syndicate was formed with 7 parties. The majority of the purchase was funded through source lending

partners, rather than using iwi cash assets.

NZD $m 2021 2022

Cash and cash equivalents 46 27

Inventories 15 82

Other 64 47

Current Assets 126 157

PPE 34 41

Investment property 93 551

Other 42 63

Non-Current Assets 168 654

Total Assets 294 811

Current Liabilities 18 29

Loans and borrowings - 333

Deferred tax liability - 6

Non-Current Liabilities - 339

Total Liabilities 18 368

Net Assets 276 443

Te Rūnanga o Toa Rangatira Incorporated Group

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Disclaimer The information provided in this report has been sourced from Te Rūnanga o Toa Rangatira pānui and other relevant articles. Clare Capital holds no responsibility

over the actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Schools included in the transaction

Porirua

Adventure School

Aotea College

Brandon Intermediate/Porirua College

Cannons Creek School

Corinna School

Discovery School

Glenview School

Mana College

Maraeroa School

Papakōwhai School

Paremata School

Plimmerton School

Porirua Activity Centre

Porirua East School

Porirua School

Postgate School

Pukerua Bay School

Rangikura School

Russell School

Te Kura Māori o Porirua

Titahi Bay Intermediate

Titahi Bay North School

Titahi Bay School

Windley School

Tawa

Greenacres School

Hampton Hill School

Linden School

Redwood School

Tawa College & Tawa Intermediate

Tawa School

Other

Bellevue School

Churton Park School

Evans Bay Intermediate

Johnsonville School

Karori Normal School

Khandallah School

Ngaio School

Pāuatahanui School

Paparangi School

Rewa Rewa School

Estimated payment profile and debt balance

The estimated profiles below are based on information provided in Te Rūnanga o Toa Rangatira’s

annual report and high-level assumptions.

Financial statement notes within the annual report implies annual rent to be received from MoE is

approximately $20m. This illustration assumes net cash inflows will not be received until 2047 (ie

annual interest and principal repayments are exactly offset by rental income).

(40)

(30)

(20)

(10)

-

10

20

30

40

2022 2027 2032 2037 2042 2047 2052

NZ $m

Estimated future income and expense profile

Rental income

Principal repayments

Interest payments

Net cash inflows

Key assumptions

Interest rate 6.1%

Loan period 25 yrs

Rent growth rate 2%

-

100

200

300

400

2022 2027 2032 2037 2042 2047 2052

NZ $m

Estimated loan balance

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6 Mar
2023
#
278
-
Ngāti Toa Rangatira and MoE transaction

#277

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Overview

This Tech Insights report looks at tech companies listed on the ASX. The report provides a share price comparison for a group of the largest ASX tech companies, a breakdown

of the industry based on size, and comparator data for some of the larger players. We use the S&P Capital IQ ‘Information Technology’ definition to identify what is a tech

company (this includes software & hardware companies) and only look at companies with a primary listing on the ASX.

Share price indices for major ASX tech companies

-

20

40

60

80

100

120

WiseTech

Computershare

REA

Technology One

Xero

Seek

carsales.com

NEXTDC

Altium

ASX tech companies – Enterprise Value AU$b

180 other tech

companies

-

50%

100%

150%

200%

Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22 Jan-23

WiseTech

Computershare

REA

Xero

Seek

carsales.com

ASX 200

ASX 200 Info. Tech.

Index

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actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Revenue

Revenue

growth

Margin (LTM)

Revenue

multiple

Name Description EV LTM NTM LTM NTM EBITDA

40%

rule

LTM NTM

WiseTech Software platform for logistics service providers. 20,135 729 929 33% 27% 43% 76% 28x 22x

Computershare Stock registration and transfer services. 17,153 4,201 4,771 34% 14% 26% 60% 4x 4x

REA Online property advertising. 16,803 1,432 1,278 13% -11% 39% 52% 12x 13x

Xero Accounting software. 11,759 1,154 1,419 30% 23% 8% 38% 10x 8x

SEEK Online employment marketplace. 9,921 1,226 1,255 29% 2% 32% 61% 8x 8x

carsales.com Online automotive, motorcycle and marine classifieds. 9,114 599 811 27% 35% 46% 74% 15x 11x

NEXTDC Data centre outsourcing solutions. 5,276 291 348 18% 20% 53% 71% 18x 15x

Altium Computer software for the design of electronic products. 4,693 343 407 27% 19% 35% 62% 14x 12x

Technology One Enterprise resource planning. 4,625 368 418 18% 13% 32% 50% 13x 11x

Domain Digital property portal. 2,157 368 391 12% 6% 17% 30% 6x 6x

PSC Insurance Diversified insurance services. 1,888 268 293 17% 9% 37% 53% 7x 6x

Dicker Data Distribution of computer hardware and software. 1,774 2,874 3,319 39% 15% 4% 44% 1x 1x

Link Record keeping technology. 1,489 1,174 1,225 1% 4% 13% 15% 1x 1x

Objective Enterprise content management. 1,130 109 120 8% 10% 23% 31% 10x 9x

Data#3 Cloud solutions data center solutions. 1,104 2,358 2,694 12% 14% 2% 15% 0x 0x

Codan Communications, metal detection and mining technology. 1,084 461 467 -8% 1% 26% 18% 2x 2x

SiteMinder Platform for accommodation providers. 1,019 133 170 26% 27% -41% -15% 8x 6x

Silex Systems Laser uranium enrichment technology. 1,014 8 2 47% -76% -31% 16% 119x 507x

Life360 Location-based services. 983 270 401 121% 49% -46% 75% 4x 2x

Mean 5,954 967 1,090 27% 11% 17% 43% 15x 34x

Median 2,157 461 467 26% 14% 26% 50% 8x 8x

Comparator metrics for major ASX tech companies – AU$m

27 Feb
2023
#
277
-
ASX tech companies

#276

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Overview

This Tech Insights report looks at the level of ownership held by Australasian Venture Capital and Private Equity funds in New Zealand companies. Typically, early stage and

growth investors, including Venture Capital funds, have an average shareholding of 10% to 20%, with later stage Private Equity funds having an ownership of 30% to 85%. Note this

analysis only includes New Zealand investments and does not factor in other investment instruments (e.g. convertible notes). Only investments both listed on the fund’s website

and visible on the New Zealand Companies Register were included in the analysis.

Venture Capital investor ownership

Punakaiki Fund Movac Pacific Channel Hillfarrance Nuance Capital Climate VC Punakaiki Fund Total VC

Investment count 19 20 16 26 15 6 3 105

Investment size $0.5m - $3m $0.5m - $15m $0.5m - $10m $0.1m - $3m $1m - $6m $0.5m - $10m $0.1m - $1m

25th percentile 13% 10% 5% 6% 3% 5% 3% 6%

Median holding 18% 17% 13% 13% 10% 6% 3% 13%

75th percentile 27% 26% 19% 27% 14% 7% 7% 18%

-

20%

40%

60%

80%

100%

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Disclaimer The information provided in this report has been sourced from the New Zealand Companies Office and other sources. Clare Capital holds no responsibility over the

actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Private Equity investor ownership

Waterman Pioneer Capital Oriens Capital Pencarrow Rangatira Direct Capital Milford Total PE

Investment count 6 13 7 9 14 5 6 60

Investment size $10m – $40m $10m – $50m $5m – $15m $20m – $50m $10m – $50m $20m – $80m $10m – $20m

25th percentile 44% 59% 24% 37% 25% 28% 21% 27%

Median holding 88% 75% 62% 52% 44% 31% 25% 52%

75th percentile 100% 96% 80% 65% 93% 37% 43% 85%

-

20%

40%

60%

80%

100%

20 Feb
2023
#
276
-
VC & PE Investor Ownership

#275

-

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

20.0x

Dec 18 Jun 19 Dec 19 Jun 20 Dec 20 Jun 21 Dec 21 Jun 22 Dec 22

US - Median

US - 12MMA

ANZ - Median

ANZ - 12MMA

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Overview

This report looks at valuation metrics for cloud companies publicly listed in the United States, Australia and New Zealand. The index consists of 93 companies in the United

States (US) and 46 companies in Australia/New Zealand (ANZ). It is worth noting that there is a significant company size difference between the two indices, with the median

EV of US companies at $6.9b NZD versus $0.2b NZD for ANZ companies. As at 31 December 2022, the US Cloud index has gone into a holding pattern, down 4% from the

previous quarter to 5.0x NTM revenue. The ANZ Cloud index has also held, increasing slightly by 3% to 2.9x NTM revenue.

NTM Revenue Multiple for Cloud Companies Listed in the US and ANZ (EV / NTM Revenue)

5.0x

2.9x

6.8x

3.2x

ANZ Cloud Index

Dec-23 12MMA

Dec 22 2.9x 3.2x

Sep 22 2.8x 3.7x

Change 3% (13%)

Dec 21 4.4x 5.5x

Change (34%) (42%)

US Cloud Index

Dec-23 12MMA

Dec 22 5.0x 6.8x

Sep 22 5.2x 9.0x

Change (4%) (24%)

Dec 21 11.4x 15.0x

Change (56%) (54%)

Note: NTM = Next 12 months, 12MMA = 12 month moving average

Key:

25th Percentile

Median

75th Percentile

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NTM Revenue Multiple for Cloud Companies Listed in US NTM Revenue Multiple for Cloud Companies Listed in ANZ

-

10.0x

20.0x

30.0x

40.0x

Dec 18 Dec 19 Dec 20 Dec 21 Dec 22

-

4.0x

8.0x

12.0x

16.0x

Dec 18 Dec 19 Dec 20 Dec 21 Dec 22

7.5x

5.0x

2.6x

5.0x

2.9x

1.7x

US Cloud Index 25th 75th 90th

31 Dec 2022 Percentile Median Percentile Percentile

EV ($m NZD) 2,564 6,941 17,561 57,943

EV / NTM Rev 2.6x 5.0x 7.5x 9.5x

Revenue Growth (NTM) 14% 23% 34% 49%

EV / LTM Rev 3.0x 5.8x 9.0x 11.7x

Revenue Growth (LTM) 19% 29% 43% 59%

Gross Margin 66% 74% 79% 87%

Operating Margin (36%) (18%) (1%) 17%

FCF Margin 5% 13% 23% 35%

ANZ Cloud Index 25th 75th 90th

31 Dec 2022 Percentile Median Percentile Percentile

EV ($m NZD) 91 241 792 3,125

EV / NTM Rev 1.7x 2.9x 5.0x 10.0x

Revenue Growth (NTM) 8% 17% 32% 88%

EV / LTM Rev 1.9x 3.4x 5.9x 12.4x

Revenue Growth (LTM) 14% 24% 54% 129%

Gross Margin 37% 60% 86% 95%

Operating Margin (34%) (8%) 18% 29%

FCF Margin (12%) 5% 19% 25%

Note: The percentiles for each metric are calculated individually.

EV = Enterprise Value, LTM = Last 12 months, NTM = Next 12 months, FCF = Unlevered free cash flow

Disclaimer The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the

actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

13 Feb
2023
#
275
-
Cloud Index as at 31 December 2022

#274

Tech Insights

#274

19 December 2022

AI Chat Programs

clarecapital.co.nz Page 1 of 2

We are pleased to end the year with the first Tech Insight showcasing our brand refresh – we’ve had some fun

with the both the design and the content for this. Our new Tech Insights format will launch when we are back in 2023.

As is tradition, we like to do something different with the final Tech Insights report of the year. This report looks at the

recent explosion in AI and more specifically, the AI research and deployment company OpenAI.

The examples on these two pages show:

Input – the prompt given to OpenAI

Output – the response automatically generated

Output:

1) Technology mergers and acquisitions have been a growing trend in

New Zealand in recent years.

2) Many technology companies in the country have been acquired by

larger international firms, as well as by local businesses looking to

expand their operations.

3) The rise of technology M&A activity in New Zealand has been driven

by a combination of factors, including the country's growing

technology sector and its strategic location as a gateway to Asia

Input: Three sentences to summarise technology M&A in New Zealand

Output:

I am a computer program,

But I can think and speak like a human.

I can hold a conversation,

And even make jokes and puns.

I'm not a person,

But I can imitate one.

What am I?

Input: Write a riddle about AI chat programs

Output:

Why was the computer cold?

Because it left its Windows open!

Input: Make a joke

Output:

Recurring revenue, a stream so fine

A dependable income, all the time

No need to worry, no need to stress

With recurring revenue, we can rest

It comes in each month, a financial blessing

A steady flow, a constant greeting

So let's celebrate this gift divine

Recurring revenue, forever mine

Input: Write a short poem about recurring revenue

Page 2 of 2

Disclaimer: The information provided in this report has been sourced from OpenAI and other

sources. Clare Capital holds no responsibility over the actual numbers.

Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions

you should seek appropriate personalised financial advice (not from an AI program).

If you want to be added to the distribution list, please email info@clarecapital.co.nz

Tech Insights #274

19 December 2022

AI Chat Programs

Output:

Input: 3D render of nine investment bankers in a giant inflatable unicorn in the sea

Output:

Once upon a time, in the fast-paced world of finance, a young analyst named

Jessica was struggling to make sense of the constant changes and fluctuations in

the market. She was determined to find the key to success, but no matter how hard

she tried, she couldn't seem to find a clear-cut answer to any of the questions she

faced.

One day, as she was staring at her latest set of reports in frustration, she heard a

wise old voice behind her. "Jessica, you're looking at this all wrong," the voice said.

Jessica turned around to see her mentor, Mr. Smith, standing behind her with a

knowing smile. "What do you mean?" she asked.

"The answer is always 'it depends,'" Mr. Smith said with a wink. "In finance, there are

no easy answers. Every situation is different, and you have to take into account a

multitude of factors before making a decision. So when someone asks you a

question, always remember to say 'it depends.'"

At first, Jessica was skeptical. How could "it depends" be the answer to everything?

But as she began to apply Mr. Smith's advice, she realized that he was right. The

more she considered the unique factors of each situation, the more successful she

became.

As she continued to use the "it depends" approach, her reputation within the

company grew, and she soon became one of the most sought-after analysts in the

industry. And she knew that it was all thanks to Mr. Smith and his wise words: "it

depends" is always the answer in finance.

Input: Write a short story about how “it depends" is always the answer in finance

clarecapital.co.nz

Clare Capital’s REAL unicorn:

19 Dec
2022
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AI Chat Programs

#273

Overview Clare Capital Tech Insights 273 - Trade Me exit scenarios - 20221209

Trade Me total revenue NZ$m Trade Me EBITDA NZ$m

Trade Me was acquired by a UK private equity firm Apax Partners, in early 2019, in a leveraged buyout. Apax has successfully grown Trade Me, primarily through an increase in Classifieds

revenue (Jobs, Property and Motors). Earnings margins (EBITDA) have slightly decreased. It is coming up to four years since the deal was completed and we would anticipate Apax is

evaluating various exit scenarios given PE firms typically aim for around a five-year holding period. On the second page, we provide two illustrative examples for how they could sell the

business: splitting up the various business units or relisting the company via an IPO. June year end for all financial information.

-

50

100

150

200

250

300

350

2017 2018 2019 2020 2021 2022

Classifieds

Jobs

Property

Motors

Marketplaces

Other

-

10%

20%

30%

40%

50%

60%

70%

-

50

100

150

200

250

2017 2018 2019 2020 2021 2022

EBITDA

Margin

Notes

2020 dip in revenue due to impacts of the first Covid lockdown in NZ.

The NZ unemployment rate fell from 4% to 3.3% in the three years to June 2022.

(Per Stats NZ).

Average NZ property prices increased 42% in the three years to June 2022. (Per QV).

Other revenue includes advertising, dating, payments and insurance.

Classifieds revenue was not split into categories prior to 2020.

6.8% CAGR

9.2% CAGR

35%

growth

40%

growth

8%

growth

Sell individual parts NZ$m - illustrative only Sell the company via an IPO NZ$m - illustrative only

Implied EV of NZ$2,735m

EV / LTM revenue 2021 2022

Pinterest 4.7x Motors 86 94

Snap 3.2x Property 62 84

Mean 4.0x Jobs 34 48

Classifieds 183 226

eBay 2.9x

Etsy 7.4x Marketplaces 83 90

MercadoLibre 4.8x Other 33 33

Mean 5.0x Total revenue 299 349

Revenue growth 14% 17%

EBITDA 197 222 Implied EV of NZ$4,788m

SEEK 8.2x Margin 66% 64%

Mean 8.2x

REA 11.5x Visa USA 44,636 22% 70% 21.6x

Rightmove 14.3x Mastercard USA 26,714 23% 58% 26.6x

Domain Holdings 5.8x S&P USA 11,737 11% 57% 25.0x

Scout24 8.2x Ice Exchange USA 10,109 18% 61% 21.5x

Mean 10.0x MSCI USA 2,891 21% 57% 33.6x

IntegraFin UK 240 15% 78% 10.7x

Winmark USA 111 18% 66% 16.3x

Baltic Classifieds Lithuania 85 21% 76% 23.4x

carsales.com 16.3x LiveChat Poland 81 24% 58% 18.8x

Auto Trader 11.3x Creepy Jar Poland 17 22% 66% 11.8x

Turners 1.9x Median 1,565 21% 63% 21.6x

Mean 9.8x

Constant multiple

Disclaimer

EV /

EBITDA

The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the actual numbers. Clare

Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Company Country

Revenue

NZ$m

Growth

EBITDA

margin

Trade Me was acquired at a 16.7x EBITDA multiple. Assuming that multiple stayed

constant, Trade Me would have an Implied EV of $3,707m.

The businesses below share two of Trade

Me's valuable characteristics; good growth

and high earnings margins. They are also

primarily platforms.

This valuation approach provides a higher

exit value than splitting up the business

into individual parts, as shown on the left.

Both sets of analysis are theoretical only

and there would be significant challenges

to splitting the business up.

94

84

48

90

33

FY22 revenue NZ$m

Other, no

growth

Marketplaces,

8% growth

Jobs, 40%

growth

Property, 35%

growth

Motors, 8%

growth

919

836

397

450

132

Value of each revenue stream

NZ$m

Apax acquired

Trade Me for

an implied

Enterprise

Value of

$2,740m.

Revenue

growth at the

time of

acquisition was

8%. It was 17%

for the most

recent financial

year.

Comparable

businesses

selection based

on industry,

growth and

profitability.

9 Dec
2022
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#272

Overview

Clare Capital Tech Insights 272 - Sharesies - 20221202

Sharesies customer and FUM growth through time

Funding history

Nov-17

Seed

2

Unknown

Sep-18

Trade Me

1

4.0

Dec-19

Trade Me

1

5.6

Dec-20

Venture

2

25.0

Oct-21

Series C

5

50.0

Jan-22

Ngāi Tahu

1

3.0

Total

87.6

Sharesies number of NZX trades over time

Money raised and implied valuation (in millions)

Launched in 2017, Sharesies has grown to be New Zealand's most popular investment platform for retail investors. Over 500,000 investors now have $2 billion in funds under management (FUM) invested on the platform. The company's material growth through the Covid-19 years saw the business raise $50 million of new capital on a post-money valuation of $500 million. Trade Me’s publicly available financial statements allow us some visibility into this privately held business.

Date

Round

Investors

Money raised ($m)

Post-money valuation ($m)

Unknown

Known investors:Ngāi Tahu, Amplo, Icehouse, Even Capital, Benton Group, Rahul Mehta, Vulpes Pte, Trade Me, Pathfinder

503.0

500.0

146.7

44.3

25.4

-

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

-

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

Jul-19

Oct-19

Jan-20

Apr-20

Jul-20

Oct-20

Jan-21

Apr-21

Jul-21

Oct-21

Jan-22

Apr-22

Jul-22

Oct-22

Sharesies Trades % Of Total Trades

-

100

200

300

400

500

600

-

10

20

30

40

50

60

2018 2019 2020 2021 2022

Money raised ($m) (LHS) Post-money valuation ($m) (RHS)

-

0.5

1.0

1.5

2.0

2.5

-

100

200

300

400

500

600

Jun-17

Dec-17

Jun-18

Dec-18

Jun-19

Dec-19

Jun-20

Dec-20

Jun-21

Dec-21

FUM ($bn) (RHS) Customers (thousands) (LHS)

Introduced

US share

trading.

Introduced

AU share

trading.

Sharesies financial statements (as reported by Trade Me)

Commentary

2020

2021

2022

Revenue

4.7

17.6

20.7

Expenses

(6.7)

(25.1)

(45.8)

Net income

(2.0)

(7.5)

(25.1)

Revenue growth

278%

17%

Net income margin

(43%)

(43%)

(122%)

Note: Expenses likely do not reflect all development costs due to capitalisation.

2020

2021

2022

Assets

15.9

37.0

70.2

Liabilities

1.9

4.3

7.3

Equity

14.0

32.7

62.9

Cash raised (cumulative)

5.6

25.0

84.6

FTE count and revenue per FTE

Sharesies valuation over time (in millions) and implied revenue multiple

Disclaimer

Two of Sharesies current investors, Trade Me and Pathfinder Kiwisaver, have requirements to publicly publish their financial statements, including information about their investment. Pathfinder also publishes fund updates and full portfolio holdings on a quarterly and six monthly basis.Per Trade Me's June 2022 accounts, the business holds Sharesies using the equity accounting method at $7m for 13.5% of the company. This method accounts for the initial investment value, their pro-rata share of subsequent profits and losses, and isn't a market valuation number.While Pathfinder's March 2022 accounts disclose a 0.36% shareholding and use fair value measurement, for which the valuation technique is "multiples based, calibrated with price of recent investment". According to Pathfinder's latest fund update, Sharesies is held at a value of c$430 million.

$m

$m

The information provided in this report has been sourced from Titan Parent New Zealand Limited (Trade Me) and other sources. Clare Capital holds no responsibility over the actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

$m

June

$m

June

$m

$m

19.3x

9.7x

21.8x

-

5x

10x

15x

20x

25x

-

100

200

300

400

500

600

Jun-20 Dec-20 Jun-21 Dec-21 Jun-22

Pathfinder Revenue Multiple Pathfinder Valuation

Last investment

Last investmentround.round.

105

141

221

-

20k

40k

60k

80k

100k

120k

140k

-

50

100

150

200

250

May-20 May-21 May-22

FTE count (LHS) Revenue per FTE (RHS)

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#271

Overview Clare Capital Tech Insights 271 - Technology layoffs - 20221125

Number of Tech layoffs over time since Covid

Source: https://layoffs.fyi/

The largest technology companies in the world have recently announced employee layoffs - as many as 11,000 in Meta's case. A number of factors play a role here, including general

economic uncertainty, a decrease in economic activity (including digital advertising), over-hiring during and post Covid and pressure from investors to show greater profitability with

revenue growth slowing. We take a look at the number of tech employees laid off since Covid and point out some of the most notable companies.

-

50

100

150

200

250

-

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov

Number of companies with layoffs

Number of employees laid off

Light green bars represent the number of employees laid off.

Turquoise bars show the number of companies that have had layoffs.

2020 2021 2022

Notable announced layoffs in October and November 2022 Meta

Disclaimer

The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence and various news articles. Clare Capital holds no responsibility over

the actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

(10%)

-

10%

20%

30%

40%

50%

FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25

Meta revenue growth

Meta announced the biggest absolute employee layoff this year, of 11,000 people.

Mark Zuckerberg gave two reasons:

• Meta's revenue outlook is lower than expected at the beginning of this year; and,

• To make sure Meta is operating efficiently.

Meta has also heavily invested into the Metaverse, for which material losses are

anticipated to grow significantly year-on-year.

Forecast as at the start of 2022

Forecast as at now

-

2,000

4,000

6,000

8,000

10,000

12,000

- 10% 20% 30% 40% 50% 60%

Number of layoffs

Percentage of company's employees

-

20

40

60

80

100

-

500

1,000

1,500

2,000

FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22

Employees (000s)

Revenue per employee

Meta employees and revenue per employee

25 Nov
2022
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#270

Overview Clare Capital Tech Insights 270 - Manchester United - 20221118

Payments and proceeds for intangible assets (buying/selling players) £m English Premier League performance

Interest vs Dividend £m Net debt and Net Property, Plant and Equipment (PPE) £m

EBITDA reconciliation

FY22 £m

Loss (116)

Tax credit (34)

Net finance cost 62

Selling intangible assets (22)

Cost of firing coaches 25

Amortization 151

Depreciation 14

EBITDA 81

Manchester United is a storied British football club that was purchased by an American family, the Glazers, in 2005. The Glazers financed the takeover with considerable debt, split

between the club and the family. United fans criticise the Glazers for leveraging the club, paying themselves dividends, poorly executing player transfers, not investing in facilities and

attempting to join a proposed runaway European football league. June year end for all financial information.

-

5

10

15

20

25

30

35

40

FY17 FY18 FY19 FY20 FY21 FY22

Dividend Interest paid

(100)

-

100

200

300

400

500

600

700

FY04

FY05

FY06

FY07

FY08

FY09

FY10

FY11

FY12

FY13

FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

Net debt

PPE (stadium and

facilities)

Prior to the Glazer's takeover

Manchester United had no debt

1

3

5

7

9

11

13

15

17

19

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

Sir Alex Ferguson retires

-

50

100

150

200

250

FY17 FY18 FY19 FY20 FY21 FY22

Buying players Selling players

Champions

No data between

2005-2009

Manchester United revenue breakdown £m Revenue for European football competitions, cumulative per team £m

-

100

200

300

400

500

600

700

FY17 FY18 FY19 FY20 FY21 FY22

Revenue £m

Other

Retail, merchandising,

apparel & products

licensing revenue

Sponsorship

Domestic

competitions

European

competitions

Matchday

-

20

40

60

80

100

120

Champions League Europa League Conference League

Revenue £m

Win final

Make final

Semi final

Quarter final

Round of 16

Group game wins

Participation

Performance over prior 10

years in Europe - maximum

amount is shown.

If you were the best

performing team in

Europe over the prior 10

years and won the

Champions league you

would earn £120m + your

country specific amount

per above (up to £37.5m

for an English club).

Performance over the

prior 10 years is split pro

rata. The top performing

team in the current

Champions League will

get £36m (Bayern Munich)

and the lowest

performing will get £1m

(Maccabi Haifa).

In the Champions League there is an

additional £60m split between the

four English teams. £30m based on

participation, £30m based on

performance.

18 Nov
2022
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270
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Manchester United