Unlocking

SaaS metrics cheat sheet (2025 edition)

#

391

6 Oct

Cloud Index as at 30 September 2025

#

380

21 Jul

Xero's acquisition of Melio

#

353

11 Nov

2024

Tech M&A deal structures

#

291

19 Jun

T2D3

#

289

29 May

VC & PE funds raised

#

Heading

#

Heading

#

Heading

#

Heading

#

Heading

#

Heading

#

396

17 Nov

SaaS metrics cheat sheet (2025 edition)

#

391

6 Oct

Cloud Index as at 30 September 2025

#

380

21 Jul

Xero's acquisition of Melio

#

353

11 Nov

2024

Tech M&A deal structures

#

291

19 Jun

T2D3

#

289

29 May

VC & PE funds raised

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Tech Insights #400

The twelve metrics of Christmas

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

15 December 2025

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Subscribe and see previous reports at To close out the year, and celebrate our 400th Tech Insights report, we’re unwrapping twelve stories, milestones and quirks that have defined Clare Capital over the past twelve years. On the first day of Christmas Clare Capital gave to me…

Overview

defamation case

graphs per Tech Insights report (average for 2025)

years of sponsoring Banqer

pm is the average time Tech Insights are sent out

Pie charts should be used...

Almostnever

different offices

2021 - today

2017 - 2021

2013 - 2017

hundred Tech Insights shared!!!

Tech Insights #400

The twelve metrics of Christmas

Page 2 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

15 December 2025

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members of the team

cheeseburgers eaten by Eliot Brown

(in 10 mins)

Raglan Roast coffees consumed daily by our team

years since Clare Capital was founded

Mark Clare circa 2013

.5 years since the first Tech Insights report was produced

Disclaimer The information provided in this report cannot be verified by traditional sources. Clare Capital holds no responsibility over the actual numbers. Additionally, past cheeseburger eating performance is not an indicator of future cheeseburger eating performance. Capacity and desire to eat is subject to change. Cheeseburger eating events are inherently risky (and delicious, albeit decreasingly so) and you should seek appropriate professional advice before attempting.

where the word ‘Christmas’ is mentioned (including this one)

Tech

Insights

Kent made the first Tech Insights report

‍

15 Dec

The twelve metrics of Christmas

400

(29)

(21)

(54)

(185)

(114)

369

EBITDA

Other expenses

S&M

G&A

Employee expenses

Food & packaging costs

Other revenue

Franchise revenue

Corporate revenue

116

127

138

158

169

194

220

169

100

150

200

250

300

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

FY24

FY25

Tech Insights #399

Australian burritos

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

8 December 2025

Menu highlights

clarecapital.co.nz/tech-insights

Subscribe and see previous reports at This Tech Insights report looks at Guzman y Gomez (GYG), an Australian-headquartered Mexican quick-service restaurant (QSR). GYG listed on the ASX in June 2024. The business opened its first restaurant in Sydney in 2006 and now operates more than 250 restaurants across Australia, Singapore, Japan and the US. Corporate-owned restaurants represent 34% of GYG’s network and generate 79% of total revenue, with the remaining derived from franchise fees / royalties. GYG has a June year end.

Overview

Number of restaurants (#)

% network sales by time

% network sales by channel

Network sales* and revenue (AUD $m)

FY25 EBITDA waterfall (AUD $m)

34% corporate restaurants

66% franchised restaurants

256

15% EBITDA margin

448

575

759

960

1,181

120

172

259

342

436

200

400

600

800

1,000

1,200

1,400

FY21

FY22

FY23

FY24

FY25

93% of network sales are from Australia

*Total sales at GYG’s franchise restaurants and corporate restaurants

Burrito bowl

Nacho fries

Burrito

Quesadilla

Tacos

Nachos

10%

32%

19%

33%

FY25

Breakfast

Lunch

Afternoon

Dinner

After 9pm

31%

23%

27%

20%

FY25

Online for Pickup(Web & App)

Delivery

Drive Thru

In-Restaurant

79% of revenue is from GYG-owned restaurants

50%

100%

150%

Jun 24

Sept 24

Dec 24

Mar 25

Jun 25

Sept 25

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Australian burritos

Mergers & acquisitionsCorporate finance advisoryCapital raising

8 December 2025

Disclaimer The information provided in this report has been sourced from FactSet, company annual reports, and other sources. Clare Capital holds no responsibility over the actual numbers. ClareCapital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Selected QSR comparables

Location

Revenue / restaurant (AUD $m)

% franchised restaurants

Restaurants #

EV 5 Dec 25

(AUD $bn)

Revenue LTM

(AUD $bn)

Revenue growth LTM (%)

Revenue multiple LTM (x)

EBITDA margin LTM (%)

EBITDA multiple LTM (x)

Domino's

0.4

99%

21,366

7.5

3.8x

21%

17.9x

Yum! Brands

0.2

98%

62,000

12.5

12%

6.2x

33%

18.8x

McDonald's

0.9

95%

43,477

414

40.8

10.2x

54%

18.7x

Wendy's

0.5

95%

7,240

3.4

(0%)

2.3x

24%

9.6x

BurgerFuel

0.3

92%

0.02

(6%)

1.2x

12%

9.9x

Papa John's

0.5

91%

6,030

3.2

(1%)

1.1x

11.5x

GYG

1.7

66%

256

0.4

27%

5.3x

19%

28.1x

Restaurant Brands NZ

2.6

27%

522

1.4

1.0x

14%

7.5x

Chipotle

4.9

3,726

18.3

4.0x

20%

20.0x

Cava

4.8

367

1.8

24%

5.3x

13%

40.6x

Sweetgreen

4.3

246

1.1

1.4x

(4%)

Median

0.9

91%

3,726

3.2

3.8x

19%

18.3x

Indexed share price for select QSRs and ASX 200 since June 24

Revenue / restaurant* (AUD $m) and % franchises for select QSRs

ASX 200

*Revenue per restaurant = total reported revenue ÷ total restaurants (corporate and franchised)

20%

40%

60%

80%

100%

Revenue / restaurant

% franchised restaurants

‍

Tech Insights #398

Magnificent 7 (& Broadcom): Investments

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

1 December 2025

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Subscribe and see previous reports at Amazon

Google

Apple

Meta

Broadcom

NVIDIA

Tesla

clarecapital.co.nz/tech-insights

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Magnificent 7 (& Broadcom): Investments

Mergers & acquisitionsCorporate finance advisoryCapital raising

1 December 2025

Disclaimer The information provided in this report has been sourced from FactSet and other sources. Clare Capital holds no responsibility over the actual numbers. ClareCapital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Notable investments (involvement in >$1bn investment round)*

*Tesla and Broadcom have been excluded as there is insufficient reliable data showing material investment activity since 2016

Total value of investment rounds with Magnificent 7 involvement since 2016 (USD $bn)

anthropic kioxia waymo openai databricks didi scale

1 Dec

Magnificent 7 (& Broadcom): Investments

398

Tech Insights #397

Magnificent 7 (& Broadcom): M&A

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Mergers & acquisitionsCorporate finance advisoryCapital raising

24 November 2025

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This week’s Tech Insights report takes a look at the acquisition activity of NVIDIA, Apple, Microsoft, Amazon, Alphabet, Meta, Tesla and Broadcom. These companies are considered the biggest tech stocks in the world and are currently the top-weighted constituents of the S&P 500 Index.

Overview

Completed acquisitions by year

Average acquisition value by year (USD $b)2

Acquisition count by company (last 10 years)

Largest acquisition by transaction value (last 10 years) (USD $b)

1 Partial year and pending deals mean 2025 data is incomplete

105

112

100

120

SolarCity, $5bn

Mellanox, $7bn

VMware, $69bn

Kustomer, $1bn

Intel modem business, $1bn

Whole Foods, $13bn

Activision Blizzard, $68bn

Mandiant, $5bn

'16

'17

'18

'19

'20

'21

'22

'23

'24

'25

2 Only includes acquisitions where deal value was disclosed

Activision Blizzard and VMware both closed in 2023

2.7

1.2

1.9

1.0

1.3

3.2

0.4

0.3

1.0

2.0

3.0

4.0

5.0

'16

'17

'18

'19

'20

'21

'22

'23

'24

'25

28.3

Tech Insights #397

Magnificent 7 (& Broadcom): M&A

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Disclaimer The information provided in this report has been sourced solely from FactSet. 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 & acquisitionsCorporate finance advisoryCapital raising

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Median transaction EV / revenue multiples 3

Median transaction EV / EBITDA multiples 3

Top 5 industries by transaction count since 2010

Completed transactions – US vs other (last 10 years)

100

120

Other

United States

3 Only a subset of transactions provide multiples, Tesla multiples not included due to small sample size

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

'10

'11

'12

'13

'14

'15

'16

'17

'18

'19

'20

'21

'22

'23

'24

'25

ElectronicComponents

BusinessServices

Telecom

Hardware

Software andConsulting

12.9x

22.7x

14.9x

27.6x

(453.8x)

12.6x

5.7x

(10)

10.3x

7.7x

3.0x

6.4x

116.7x

3.2x

3.4x

‍

24 Nov

Magnificent 7 (& Broadcom): M&A

397

Month0123456Jan100%98%95%91%87%83%79%Feb100%99%97%94%91%90%88%Mar100%100%98%98%96%95%94%Apr100%100%100%99%98%97%May100%100%101%103%104%Jun100%105%111%116%Jul100%105%109%Aug100%110%

MRR

Start of month

Monthly Recurring Revenue is normalise

monthly SaaS revenue (not including one-offs)

Churn

MRR lost from customers who leave

Contraction

Reduced MRR from existing customers

Gross Recurring Revenue measures MRR from existing customers after Churnand Contraction

Expansion

Additional MRR from existing customers

Net Recurring Revenuemeasures MRR from existing customers over time (includes Expansion)

New

MRR from new customers

MRR

End of month

New+ Expansion–Contraction–Churn

Tech Insights #396

SaaS metrics cheat sheet (2025 edition)

Mergers & acquisitionsCorporate finance advisoryCapital raising

17 November 2025

Existing customers

New

ARR (Annualised Recurring Revenue)

= MRR x 12 = 120

Page 1 of 2

All

NRR =

= 110%

GRR =

= 80%

MRR growth

Net new MRR

MRR Start of month

= 60%

Net expansion = Expansion – Contraction

Churn %

Churn

MRR Start of month

= 10%

MRR End = MRR Start + New + Expansion – Contraction – Churn

Monthly cohorts

Cohorts track NRR over time

Either on a$ or a logo (customer) basis

Net new MRR

clarecapital.co.nz/tech-insights

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Rule of 40%

A popular metric to assess the performanceof a SaaS company, with a target of 40%+

Rule of X

Adaptation of ‘Rule of 40%’ that places agreater emphasis on revenue growth

Revenue per employee

Efficiency of labour to generate revenue

Average Revenue Per User (ARPU)

Monthly average spend per customer

SaaS Quick Ratio (QR)

A measure of growth efficiency

Lifetime Value (LTV)

Estimated value of the averagecustomer over their lifetime

Used capital ratio

How efficiently capital generates ARR

Payback period (CAC months)

# of months to recover customeracquisition costs

CAC ratio

$ of annual revenue generatedfor every $ of CAC spent

Cash burn %

Measures cash burn relative to MRR

Cash runway

Months left before running out of cash

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SaaS metrics cheat sheet (2025 edition)

Mergers & acquisitionsCorporate finance advisoryCapital raising

17 November 2025

= Revenue growth+ Free Cash Flow (FCF) margin

Can use EBITDA in place of FCF margin

= Revenue growth x multiplier+ FCF margin

P&L for a SaaS business

MRR

Monthly Recurring Revenue

Normalised monthly SaaSrevenue (not including one-offs)

Other

Other revenue

Revenue not classified

as MRR (e.g. services)

Revenue

Total revenue

MRR + Other

CTS

Cost To Serve

Hosting, system maintenance and customer support (including staff)

Gross Profit

Revenue – CTS

GM %

Gross Margin

GP / Revenue

CAC

Customer Acquisition Costs

Sales, marketing, onboardingand discounts

R&D expensed

Research & Development

Product development

G&A

General & Administrative

Everything else

(excluding D&A, interest and tax)

EBITDA

Earnings Before Interest, Tax, Depreciation & Amortisation

GP – CAC – R&D expensed – G&A

R&D capitalised

Capitalised R&D

Includes capitalised R&D to show the full engineering cost profile

EBITDA withfully costed R&D

EBITDA with all R&Dtreated as expensed

EBITDA – capitalised R&D

R&D total

Total spend on R&D

R&D expensed + R&D capitalised

# of employees

Revenue

Total customers

MRR

Churn + Contraction

New + Expansion

Churn %

ARPU x GM %

Capital raised + debt – cash

ARR

New MRR x GM %

CAC

New MRR x 12

MRR

Monthly cash burn

Cash balance

‍

17 Nov

SaaS metrics cheat sheet (2025 edition)

396

Eroad, ikeGPS, Blackpearl Group, Vista Group, gentrack, serko, Fisher & Paykel Healthcare, Auckland International Airport, Infratil, The A2 Milk Company, Contact Energy, Meridian Energy, EBOS Healthcare, Mainfreight, Spark, Mercury

Tech Insights #395

Operating geographies

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

10 November 2025

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Overview

This Tech Insights report examines the operating geographies of both large acquisitive technology companies and NZX companies. Page 1 highlights where select tech companies generate their revenue and how this compares to where they acquire new business, with a clear focus on expanding in the Americas (predominantly the US). Page 2 focuses on NZX companies – comparing tech with the 10 largest index constituents, highlighting the relative ease of accessing new markets with a tech or SaaS offering.

20%

40%

60%

80%

100%

CoStar

Salesforce

Atlassian

Adobe

SAP

CAR Group

WiseTech

Iress

Xero

Seek

% of total revenue

Other

EMEA

APAC

Americas

Acquisitions by target region (last 10 years)

20%

40%

60%

80%

100%

CoStar

Salesforce

Atlassian

Adobe

SAP

CAR Group

WiseTech

Iress

Xero

Seek

% of total acquisition spend

Other

EMEA

APAC

Americas

*Europe, Middle East, and Africa

**Asia Pacific

Page 2 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

10 November 2025

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

Disclaimer The information provided in this report has been sourced from FactSet 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.

Tech Insights #395

Operating geographies

Revenue by region – select tech & NZX 10

20%

40%

60%

80%

100%

% of total revenue

Other

EMEA

APAC

Americas

Tech stocks

NZX 10

Offshore operating regions (excl NZ) – select tech & NZX 10

Note: only includes reported operating regions (not specific countries) available from FactSet.

‍

10 Nov

395

Operating geographies

ikeGPS, F&P Health, Tourism H., Hallenstein G, KMD Brands, Millennium, a2 Milk, AFT Pharma, Rakon, Metro PG, Warehouse, Foley Wines, ArborGen, Steel & Tube, Fonterra, Bremworth, Synlait, Comvita, Briscoe, Fletcher, PGG, Scales Corp., My Food Bag, Sanford, EBOS, Autodesk, Dassault, Atlassian, Salesforce, Zscaler, Intuit, Workday, Zoom, Oracle, Adobe, Nutanix, Wisetech, Xero, HubSpot, Datadog, Trade Desk, ServiceNow, DocuSign, Microsoft, Crowdstrike, SAP, Snowflake, IBM

Positive gross margin change

(20%)

(10%)

10%

20%

30%

40%

50%

60%

70%

Gross margin - pre-COVID

Gross margin - LTM

Revenue CAGR

(15%)

(10%)

(5%)

Tech Insights #394

Gross margins: pre-COVID vs current

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Mergers & acquisitionsCorporate finance advisoryCapital raising

3 November 2025

clarecapital.co.nz/tech-insights

Subscribe and see previous reports at This Tech Insights report looks at gross margin trends for select NZX (page 1) and global SaaS / software companies (page 2), comparing pre-COVID (2019) with the latest twelve-month period. Gross margin is the percentage of revenue remaining after deducting the direct costs of delivering that revenue.

Overview

Select NZX-listed companies’ gross margins: pre-COVID vs current

Change in gross margin: pre-COVID vs current

Revenue mix now ~50/50 goods and services, versus 30% goods pre-COVID

Gross margin and revenue flat, but cash flow from operations down >50%

Revenue has declined 7% YoY

Negative gross margin change

Positive gross margin change

(10%)

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Gross margin - pre-COVID

Gross margin - LTM

Revenue CAGR

(10%)

(5%)

10%

15%

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Gross margins: pre-COVID vs current

Mergers & acquisitionsCorporate finance advisoryCapital raising

3 November 2025

Disclaimer The information provided in this report has been sourced from company annual reports and FactSet. Clare Capital holds no responsibility over the actual numbers. ClareCapital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Select Global SaaS / software listed companies’ gross margins: pre-COVID vs current

Change in gross margin: pre-COVID vs current

Gross margin growth reflects efficiencies from revenue increasing by over 60% YoY

Negative gross margin change

‍

3 Nov

Gross margins pre-COVID vs current

394

Tech Insights #393

EA Sports – it’s in the game?

Page 1 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

20 October 2025

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

Overview

In September, the American video game company Electronic Arts (EA) announced it had entered into an agreement to be acquired by an investor consortium comprised of

Saudi Arabia’s Public Investment Fund, Silver Lake and Affinity Partners (both PE firms) at an implied Enterprise Value of USD $55 billion.

EA share price index Revenue by segment (USD $m)

EV / Revenue & EV / EBITDA (LTM financials) Margins

100

125

150

175

200

2020 2021 2022 2023 2024 2025

Offer announced

*Revenue segments were reclassified into full game and live services in FY21

20%

40%

60%

80%

100%

FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25

Gross margin EBITDA margin

10x

15x

20x

25x

30x

35x

40x

2020 2021 2022 2023 2024 2025

EV / EBITDA

EV / Revenue

1,000

2,000

3,000

4,000

5,000

6,000

7,000

FY15 FY16 FY17 FY18 FY19 FY20 FY21* FY22 FY23 FY24 FY25

Full game Live services and other

Tech Insights #393

EA Sports – it’s in the game?

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

Disclaimer The information provided in this report has been sourced from FactSet, company annual reports, and announcements. 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

20 October 2025

Financial comparison (USD $b) Rule of 40 – 3 year average Multiples comparison

Name Country Coolest game EV Revenue Revenue growth EBITDA margin EV / Revenue EV / EBITDA

Roblox USA No cool games 90,171 4,023 27% (22%) 22.4x NM

Nintendo Japan Mario Kart 83,632 9,963 2% 20% 8.4x 41.5x

Electronic Arts USA FC 26 (previously FIFA) 55,000 7,460 3% 25% 7.4x 29.5x

Take-Two Interactive USA GTA 48,709 5,799 7% 14% 8.4x 58.5x

Konami Japan Silent Hill 18,127 2,864 13% 33% 6.3x 19.3x

Bandai Namco Japan Tekken 18,015 8,430 14% 18% 2.1x 11.6x

Nexon Japan MapleStory 12,490 2,995 3% 33% 4.2x 12.7x

Capcom Japan Resident Evil 10,455 1,240 34% 44% 8.4x 19.0x

CD Projekt Poland The Witcher 3 6,910 256 (22%) 49% 27.0x 54.9x

Median 18,127 4,023 7% 25% 8.4x 24.4x

Listed comparators USD $m (LTM financials)

Deal comparison

If the proposed deal goes through, this will be the second-largest deal on record for the video game industry, behind only Microsoft’s acquisition of Activision Blizzard. EA’s

financials are the latest available. Activision Blizzard’s financials are as at completion (Oct 23).

Electronic Arts Activision Blizzard

LTM

revenue

10%

20%

30%

40%

50%

Electronic Arts Activision Blizzard

Revenue

growth

EBITDA

margin

29x

20x

7x 8x

10x

15x

20x

25x

30x

Electronic Arts Activision Blizzard

EV /

EBITDA

EV /

Revenue

‍

20 Oct

EA Sports – it’s in the game?

393

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Serko

Xero

Gentrack

EROAD

Global SaaS

Rio Tinto

TheWarehouse

Fonterra

Chorus

Fisher &PaykelHealthcare

Other

Intangibles

PPE

Investments

Deferred tax

Inventory

Receivables

Cash

Asset composition – select SaaS and non-SaaS balance sheets (% of total assets)

SaaS companies show high cash and receivables balances. More ‘traditional’ non-SaaS businesses have greater balances of PPE and inventory. Intangibles presented include capitalised software costs (common in SaaS companies) and exclude goodwill. Right of use assets have also been excluded for this analysis.

Tech Insights #392

Balance sheet composition

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Overview

This Tech Insights report explores the balance sheets of SaaS and more ‘traditional’ non-SaaS companies. Page 1 highlights asset composition - showing particularly clear differences in cash and receivables, inventory, and PPE (property, plant, and equipment). Page 2 explores debt - highlighting low (often zero) debt balances seen in typical SaaS companies. Page 2 also considers differences in asset utilisation which is influenced by industry, business model, and maturity.

Long term

Short term

SaaS

Non-SaaS

Average of 75 large global SaaS companies

(30%)

30%

60%

90%

120%

150%

Serko

Xero

Gentrack

EROAD

Global SaaS

Rio Tinto

TheWarehouse

Fonterra

Chorus

Fisher &PaykelHealthcare

Asset turnover

Return on assets

20%

40%

60%

80%

100%

Serko

Xero

Gentrack

EROAD

Global SaaS

Rio Tinto

The Warehouse

Fonterra

Chorus

Fisher & PaykelHealthcare

Long term

Short term

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Disclaimer The information provided in this report has been sourced from FactSet 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.

Tech Insights #392

Balance sheet composition

Gross debt (% of total assets)

SaaS

Non-SaaS

Asset utilisation

Asset turnover and return on assets are heavily influenced by industry, business model, and maturity

Asset turnover := Revenue / total assets Return on assets := EBIT / total assets

Low debt levels are typical of growth-oriented companies like most SaaS companies

Fisher & Paykel Healthcare

The Warehouse

‍

13 Oct

Balance sheet composition

392

2.5x

5.0x

7.5x

10.0x

12.5x

15.0x

17.5x

20.0x

22.5x

25.0x

Sept 20

Mar 21

Sept 21

Mar 22

Sept 22

Mar 23

Sept 23

Mar 24

Sept 24

Mar 25

Sept 25

Tech Insights #391

Cloud Index as at 30 September 2025

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Mergers & acquisitionsCorporate finance advisoryCapital raising

6 October 2025

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Subscribe and see previous reports at This report looks at valuation multiples for cloud companies publicly listed in the United States, Australia and New Zealand. Following a dip in March and a recovery in June, both indices were largely steady in the September quarter. The US Cloud Index finished at 7.1x EV/NTM revenue, down 1% from June, while the ANZ Cloud Index edged up to 7.7x, a 1% increase. Compared to the same period last year, the US Cloud Index is up 22% and the ANZ Cloud Index is up 10%.

Overview

7.1x

NTM revenue multiple for cloud companies listed in the US and ANZ (EV / NTM revenue)

ANZ Cloud Index

Average

12MMA

Sept 25

7.7x

7.5x

Jun 25

7.6x

7.1x

Change

Sept 24

6.9x

6.3x

Change

10%

19%

US Cloud Index

Average

12MMA

Sept 25

7.1x

7.0x

Jun 25

7.2x

6.6x

Change

(1%)

Sept 24

5.8x

6.2x

Change

22%

13%

Note: Indices are calculated using a simple average (equal weighting), with the ANZ index (24 companies) comprising of companies that have a minimum NZD $250m market capitalisation versus NZD $500m for the US Index (88 companies). Avg = Average, NTM = Next 12 months, 12MMA = 12 month moving average.

Key:

ANZ

Average

12MMA

5yr avg

7.3x

7.7x

9.8x

10.0x

20.0x

30.0x

40.0x

Sept 20

Sept 21

Sept 22

Sept 23

Sept 24

Sept 25

75th percentile

Median

25th percentile

5.0x

10.0x

15.0x

20.0x

Sept 20

Sept 21

Sept 22

Sept 23

Sept 24

Sept 25

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Cloud Index as at 30 September 2025

Mergers & acquisitionsCorporate finance advisoryCapital raising

6 October 2025

Disclaimer The information provided has been sourced from FactSet and other sources. Clare Capital holds no responsibility over the actual numbers. ClareCapital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

US cloud companies NTM revenue multiple

ANZ cloud companies NTM revenue multiple

8.4x

5.0x

3.0x

12.7x

5.5x

3.5x

US cloud companies

25th

75th

30 Sep 2025

Average

percentile

Median

percentile

EV (NZD $m)

48,640

5,016

9,710

33,379

EV / NTM rev

7.1x

3.0x

5.0x

8.4x

Revenue growth (NTM)

15%

13%

21%

EV / LTM rev

9.1x

3.7x

5.9x

10.4x

Revenue growth (LTM)

17%

10%

17%

24%

Operating margin

(2%)

(9%)

11%

ANZ cloud companies

25th

75th

30 Sep 2025

Average

percentile

Median

percentile

EV (NZD $m)

8,703

793

2,089

14,845

EV / NTM rev

7.7x

3.5x

5.5x

12.7x

Revenue growth (NTM)

13%

12%

19%

EV / LTM rev

9.8x

3.4x

6.6x

15.1x

Revenue growth (LTM)

13%

12%

21%

Operating margin

28%

16%

31%

37%

Note: The percentiles for each metric are calculated individually. Companies added or removed from each index take effect from the first day of the reported quarter.

EV = Enterprise Value, LTM = Last 12 months, NTM = Next 12 months.

‍

6 Oct

Cloud Index as at 30 September 2025

391

GE Aersospace, Intel, Cisco, Microsoft, Exxon, Pfizer, Citi, Oracle, Nortel, IBM, Nvidia, Microsoft, Apple, Amazon, Meta, Broadcom, Google, Tesla, Berkshire Hathaway, Commonwealth Bank, BHP, Westpac, NAB, Wesfarmers, CSL, ANZ, Macquarie, Goodman, Woodside, Fisher & Paykel, Auckland Airport, Infratil, a2 Milk, Contact, Meridian, EBOS Healthcare, Mainfreight, Spark, Mercury

‍

2000

2025

Tech Insights #390

Index composition

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

29 September 2025

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Subscribe and see previous reports at This Tech Insights report looks at index composition and top company weightings of the S&P 500, ASX 300 and NZX 50. Index weightings are based on free-float market capitalisation, which excludes shares that cannot be freely traded. It is interesting to see the rising concentration of the S&P 500’s top 10 shares over time and the dominant sectors in each market. Note industry classifications are derived from Factset’s revere business industry classification system (RBICS).

Overview

S&P 500 top 10 holdings by weight (%) – 2000 versus 2025 (August)

10%

15%

20%

25%

30%

35%

40%

'00

'01

'02

'03

'04

'05

'06

'07

'08

'09

'10

'11

'12

'13

'14

'15

'16

'17

'18

'19

'20

'21

'22

'23

'24

'25

S&P 500 sum of 10 company weightings since 2000

The top 10 S&P 500 companies represent a larger share of the index today than they did 25 years ago

S&P 500 top industries by portfolio weight – 2000 versus 2025

1.8%

1.9%

2.0%

2.1%

2.2%

2.8%

3.7%

3.8%

4.5%

1.7%

1.8%

2.3%

2.6%

2.9%

3.9%

6.3%

6.9%

7.7%

27%

38%

10%

18%

11%

10%

Investment services

Banking

Specialty finance / services

Hardware

Biopharmaceuticals

Food and staples retail

Industrial manufacturing

Electronic comp. & manufacturing

Software & consulting

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Index composition

Mergers & acquisitionsCorporate finance advisoryCapital raising

29 September 2025

ASX 300 – Top 10 (Aug 2025)

NZX 50 – Top 10 (Aug 2025)

2.0%

2.5%

2.8%

3.6%

3.7%

4.7%

7.8%

10.2%

10%

15%

Top 3 industries by index

Top 3 industries - S&P 500

Top 3 industries – ASX 300

Top 3 industries – NZX 50

18%

10%

0.3%

24%

18%

17%

16%

10%

15%

20%

25%

30%

Software &consulting

Packagedsoftware

Industrialmanufacturing

Banking

Mining & mineralproducts

Real estate

Industrial services

Utilities

Healthcareequipment

S&P 500

ASX 300

NZX 50

3.4%

3.7%

3.8%

4.8%

5.5%

5.8%

5.9%

8.3%

9.6%

16.2%

10%

15%

‍

Tech Insights #389

Employee efficiency

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

22 September 2025

clarecapital.co.nz/tech-insights

Subscribe and see previous reports at A common metric for tech companies is the ratio of revenue per employee. This ratio helps assess the efficiency of a firm’s structure and business model. This report looks at employee counts and revenue per employee for four ANZ tech companies, along with comparisons of the same metrics for a number of other global tech companies.

Overview

Employee count and revenue per employee (NZD $000s) for selected ANZ tech companies

100

200

300

400

500

100

200

300

400

500

FY21

FY22

FY23

FY24

FY25

Revenue / employees

Employees

100

200

300

400

500

1,000

2,000

3,000

4,000

5,000

FY21

FY22

FY23

FY24

FY25

Revenue / employees

Employees

100

200

300

400

500

1,000

2,000

3,000

4,000

5,000

FY21

FY22

FY23

FY24

FY25

Revenue / employees

Employees

Xero

WiseTech

Vista

Serko

100

200

300

400

500

200

400

600

800

1,000

FY20

FY21

FY22

FY23

FY24

Revenue / employees

Employees

December year end

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Employee efficiency

Mergers & acquisitionsCorporate finance advisoryCapital raising

22 September 2025

Revenue / employees for selected tech companies (NZD $000s)

Oracle (162k)

Palantir

Intuit (18k employees)

Adobe (31k)

CrowdStrike

Snowflake

Autodesk (15k)

Datadog

Atlassian (14k)

Veeva

MongoDB

HubSpot

Zoom

Figma

CyberArk

Toast

Trade Desk

Nebius

WiseTech

Samsara

Xero

Serko

Vista

EROAD

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

4,000

6,000

8,000

10,000

12,000

Revenue / employees

Employees

Legend

Global

AUS

‍

Microsoft

Alphabet

Meta

Tencent

Oracle

Netflix

SAP

Salesforce

Palantir

Intuit

ServiceNow

Adobe

Palo Alto

Spotify

CrowdStrike

Synopsys

Autodesk

Atlassian

Dassault

Snowflake

MSCI

Take-Two

Roblox

Datadog

Veeva

HubSpot

Zscaler

CoStar

GoDaddy

Trade Desk

Tyler Tech.

Okta

Trimble

WiseTech

DocuSign

Zoom

Zillow

Snap

Twilio

Xero

CAR Group

Codan

Nuix

Vista

Bill

Visa

Yelp

Workday

10%

20%

30%

40%

50%

(5%)

10%

15%

20%

25%

30%

S&M / revenue

Revenue growth

Tech Insights #388

Sales and Marketing (S&M) spend

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

15 September 2025

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Overview

This Tech Insights report looks at the Sales and Marketing (S&M) spend for a selection of tech companies. On page one we compare S&M / revenue to revenue growth for a selection of 50 tech companies, highlighting ANZ based companies. It’s interesting to see which companies are able to grow the most with the smallest S&M spend. On page two, we compare the S&M spend for three of the largest accounting software companies (including Xero).

Tech companies: S&M / revenue vs revenue growth

Legend

Global

AUS

Tech Insights #388

Sales and Marketing (S&M) spend

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Disclaimer The information provided in this report has been solely sourced and calculated from FactSet. 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 & acquisitionsCorporate finance advisoryCapital raising

15 September 2025

Xero

Intuit

Workday

10%

15%

20%

25%

30%

35%

FY23

FY24

FY25

S&M / revenue

Revenue growth

10%

15%

20%

25%

30%

35%

FY23

FY24

FY25

S&M / revenue

Revenue growth

10%

15%

20%

25%

30%

35%

FY23

FY24

FY25

S&M / revenue

Revenue growth

S&M spend as a % of R&D spend

50%

100%

150%

200%

250%

Salesforce

Palantir

Intuit

ServiceNow

Adobe

CrowdStrike

SAP

Autodesk

Xero

Snowflake

Workday

Datadog

Atlassian

The average for the 50 companies shown on page one is 118%.

Note: R&D as reported by company

‍

15 Sep

Sales and Marketing (S&M) spend

388

Uber AirBnB Netflix Deutsche Bank Microsoft SAP Vanguard AWS Adobe Canva

‍

(50)

100

150

200

250

Mar 23

Jun 23

Sept 23

Dec 23

Mar 24

Jun 24

Sept 24

Dec 24

Mar 25

Jun 25

Revenue

Gross profit

Operatingprofit

Tech Insights #387

Figma IPO

Mergers & acquisitionsCorporate finance advisoryCapital raising

8 September 2025

Figma (NYSE:FIG) is a browser-based design and product development platform that supports real-time collaboration for teams working on digital products, such as websites and apps. The company uses a freemium business model with tiered subscription plans generating the majority of revenue. In September 2022, Adobe announced a USD $20b acquisition of Figma which was terminated in 2023 due to regulatory opposition. Figma had a 40x oversubscribed IPO on 31 July 2025 at a valuation of USD $19.9b, which saw a 250% increase in its share price on its first day of trading.

Overview

NYSE:FIG IPO details (USD)

Quarterly financials (USD $m)

Products

Customers

As of 31 March 2025, Figma had more than 13 million monthly active users in over 150 countries, with 78% of Forbes 2000 using the platform.

FigJam

Online whiteboarding tool for brainstorming

Figma Design

Design, test and prototype digital products (e.g. mobile apps)

Dev Mode

Translate design concepts into code

Figma Buzz

Create and share brand assets (e.g. marketing materials)

+ 4 more

Product development process

Page 1 of 2

Operating profit is adjusted for stock-based compensation expense and costs associated with the abandoned merger with Adobe.

IPO date

31 Jul 25

IPO price (expected range)

$33 ($30-$32)

IPO proceeds

$1.2b

IPO valuation

$19.9b

Day 1 closing price

$115.5 (250% ↑ IPO)

LTM revenue

$893m

YoY revenue growth

41%

Operating profit

$156m

Operating margin

17%

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Founded

Seed round

Series A

Series B

Series C

Series D

Series E

Series F

IPO

Today

Valuation (USD $b)

$2.0b

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Figma IPO

Mergers & acquisitionsCorporate finance advisoryCapital raising

8 September 2025

Disclaimer The information provided in this report has been sourced from FactSet, Figma IPO prospectus, and other sources. Clare Capital holds no responsibility over the actual numbers. ClareCapital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

FY18

FY19

FY20

FY21

FY22

FY23

FY24

FY25

2025

2024

2023

2022

2021

2020

2019

2018

Comparison to competitors

Timeline

2025

2024

2023

2022

2021

2020

2019

2018

2017

2016

2015

2014

2013

2012

Adobe announced plans to acquire Figma for $20.0b

ARR by annual cohort

Annual cohort represents paying customers who purchased their first Figma subscription in a given fiscal year.

$33.0b

$12.5b

$19.9b

$9.8b

Acquisition terminated

10x

15x

20x

25x

30x

35x

40x

100

120

140

160

(USD $b)

Enterprise value

Revenue

Revenue multiple

‍

Mergers & acquisitionsCorporate finance advisoryCapital raising

1 September 2025

Consumer business divestment overview

Fonterra’s 20+ consumer brands included in divestment

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Subscribe and see previous reports at This Tech Insights report looks at Fonterra’s recently announced divestment of its consumer and associated brands to Lactalis – a leading French dairy group. Fonterra will continue supplying raw milk and ingredients to its divested consumer business under a long-term agreement. The divestment, subject to farmer shareholder approval, aligns with Fonterra’s strategy to focus on its ingredients and foodservice businesses as a B2B dairy provider.

Overview

Divested business

Fonterra’s global consumer and associated businesses

(excl. Greater China)

Acquirer

Fonterra’s consumer business

+ more

20%

40%

60%

80%

100%

Other

Americas

Europe

Lactalis snapshot (FY24)

Notable brands

Number of employees

85,500

Litres of milk collected

22.8 billion (43% more than Fonterra)

Revenue by geography (NZD $bn):

Description

Branded consumer products that the co-op makes, packages, and distributes to supermarket chains and convenience stores.

Customer examples

Page 1 of 2

Enterprise value (EV)

$4.22bn

FY24 revenue

$3.7bn

FY24 EBIT

$199m

EV / FY24 EBIT

21x

Employees

4,300

Global offices

Manufacturing sites

3 NZ, 13 offshore

Tech Insights #386

Fonterra’s divestment: cheddar off without it?

15,087

4,057

3,678

1,969

940

913

898

463

199

13%

23%

25%

11%

12%

16%

20%

24%

28%

32%

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

Ingredients

Foodservice

Consumer

Revenue

Gross profit

EBIT

Gross margin

EBIT margin

Dairy sales to trade customers such as cafés and quick-service restaurants:

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Fonterra’s divestment: cheddar off without it?

Mergers & acquisitionsCorporate finance advisoryCapital raising

1 September 2025

Disclaimer The information provided in this report has been sourced from FactSet, company annual reports, and announcements. Clare Capital holds no responsibility over the actual numbers. ClareCapital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

Divested business

FY24 metrics (NZD $m) and margins (%) for Fonterra’s business channels

Bulk and specialty dairy product sales to food producers and distributors:

Weekly FCG* share price (NZD)

The consumer business is smaller relative to Fonterra’s other channels, constituting 16% of FY24 revenue and 13% of EBIT.

LTM Fonterra revenue vs NZX companies (NZD $m)

5,000

10,000

15,000

20,000

25,000

Consumer

Foodservice

Ingredients

Jan 22

Jul 22

Jan 23

Jul 23

Jan 24

Jul 24

Jan 25

Jul 25

FCG’s share price increased by 20% to $6.00 following the divestment announcement on 22 August 2025, a $1.6bn market capitalisation gain

*Fonterra Co-operative Group

‍

1 Sep

Fonterra’s divestment: cheddar off without it?

386

FY22

FY24

Change ($m)

(8)

(9)

(17)

(12)

(3)

(7)

(31)

(32)

(47)

(28)

126

(83)

209

(50)

100

150

200

Jan 20

Jan 21

Jan 22

Jan 23

Jan 24

Jan 25

Equity value

Enterprise value

Offer price per share

$0.80

Equity value

$56.4m

Shares outstanding

70.4m

Net debt*

$63.0m

Total equity value

$56.4m

Total enterprise value

$119.4m

Tech Insights #385

Honey talks: Comvita’s bees-ness

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

25 August 2025

Acquisition offer details (NZD)

Comvita monthly share price since 2020 (NZD)

clarecapital.co.nz/tech-insights

Subscribe and see previous reports at This Tech Insights report looks at Comvita, an NZX-listed mānuka honey producer. On 18 August 2025, Florenz, a subsidiary of billionaire Mark Stewart’s Christchurch-based investment firm Masthead, put in a bid for Comvita, offering $0.80 per share under a Scheme of Arrangement. The bid follows Florenz’s 2024 acquisition of Wedderspoon, another NZ mānuka honey brand. The Comvita Board unanimously support the acquisition. The company’s two largest shareholders, together holding 18.3%, have also committed their support. In recent years, Comvita has struggled with elevated inventory levels and supressed demand after a surge for health products during COVID.

Overview

*Net debt as at June 2025

$0.80 per share offer on 18 Aug represents:

•~67% premium to 15 Aug 25 closing price

EBIT (NZD $m) – FY22 versus FY24 (June year end)

(11)

(7)

(35)

(59)

(24)

109

(92)

201

(50)

100

150

200

Note EBITDA was NZD $31m and NZD $3m in FY22 and FY24 respectively.

Revenue

Cost of sales

Gross profit

Other income

Marketing

Selling & distribution

Admin & other

Software

EBIT

15%

(3%)

(10%)

10%

20%

FY22

FY23

FY24

FY25F

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Honey talks: Comvita’s bees-ness

Mergers & acquisitionsCorporate finance advisoryCapital raising

25 August 2025

Disclaimer The information provided in this report has been sourced from FactSet, company announcements, and annual reports. Clare Capital holds no responsibility over the actual numbers. ClareCapital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.

*FY25 includes a half year of actuals and a half year of forecast

Comvita revenue by region (NZD $m)

100

150

200

250

FY22

FY23

FY24

FY25*

Other

EMEA

North America

ANZ

Rest of Asia

Greater China

Comvita net debt (NZD $m)

100

FY22

FY23

FY24

FY25

Comvita EBITDA margin (%)

Inventory / COGS (%) for select NZX companies

146%

122%

86%

60%

59%

46%

28%

14%

13%

40%

80%

120%

160%

Comvita’s inventory is 1.5 times its annual COGS

Dollar value per bee (June 2024)

17,218

operational hives

40,000

bees per hive

689m

worker bees

$4.2m

Value of Comvita’s bee assets

0.6 cents

per bee

‍

25 Aug

Honey talks: Comvitas bees-ness

385

100%

200%

300%

400%

500%

600%

Jan 23

Jul 23

Jan 24

Jul 24

Jan 25

Jul 25

TechnologyOne

CAR Group

Seek

100%

200%

300%

400%

500%

600%

Jan 23

Jul 23

Jan 24

Jul 24

Jan 25

Jul 25

Xero

WiseTech

REA

100%

200%

300%

400%

500%

600%

Jan 23

Jul 23

Jan 24

Jul 24

Jan 25

Jul 25

Gentrack

EROAD

Vista

Serko

IkeGPS

100%

200%

300%

400%

500%

600%

Jan 23

Jul 23

Jan 24

Jul 24

Jan 25

Jul 25

Blackpearl

PaySauce

TradeWindow

Tech Insights #384

ANZ tech company performance

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

18 August 2025

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Overview

This Tech Insights report looks at a selection of ANZ technology companies. We compare share price performance, valuation multiples and revenue growth since the start of 2023. It’s noticeable how closely the share price performance of the three largest companies (Xero, REA and WiseTech) resemble one another. It’s also interesting to compare how much larger the valuation multiples are for the selection of large-cap ASX companies compared with the mid-cap NZX companies (page 2).

Largest ASX tech companies – share price index

Large-cap ASX tech companies – share price index

Mid-cap NZX tech companies – share price index

Small-cap NZX tech companies – share price index

EV > NZD $20b

EV between NZD $10b - $20b

EV between NZD $100m - $1,100m

EV < NZD $100m

10x

15x

20x

25x

30x

35x

WiseTech

Xero

REA

CAR

Tech. One

Seek

Gentrack

Serko

Vista

IkeGPS

EROAD

Black pearl

Trade Window

PaySauce

Jan 2023

August 2025

(20%)

20%

40%

60%

80%

100%

WiseTech

Xero

REA

CAR

Tech. One

Seek

Gentrack

Serko

Vista

IkeGPS

EROAD

Black pearl

Trade Window

PaySauce

Jan 2023

August 2025

Tech Insights #384

ANZ tech company performance

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Mergers & acquisitionsCorporate finance advisoryCapital raising

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ANZ tech companies – EV / LTM revenue multiples

ANZ tech companies – LTM revenue growth rates

Largest ASX tech companies

Large-cap ASX tech companies

Mid-cap NZX tech companies

Small-cap NZX tech companies

Largest ASX tech companies

Large-cap ASX tech companies

Mid-cap NZX tech companies

Small-cap NZX tech companies

Blackpearl

Trade Window

PaySauce

Blackpearl*

Trade Window*

PaySauce

*No historic revenue growth data

Technology One

CAR Group

‍

18 Aug

ANZ tech company performance

384

Abano Healthcare Group, Arvida Group, Augusta Capital, Diligent Corp., Finzsoft Solutions, Fliway Group, Hellaby Holdings, Manawa Energy, Marsden Maritime Holdings, Methven, Metlifecare, MHM Automation, Nuplex Industries, NZ Windfarms, Opus International Consultants, Pulse Energy, Pushpay Holdings, SLI Systems, Tilt Renewables, Trade Me Group, Trilogy International, Wellington Merchants, Z Energy

‍

0.5

1.0

1.5

2.0

2.5

3.0

3.5

20%

40%

60%

80%

100%

120%

Equity value (NZD $b)

Share price premium

Tech Insights #383

Acquisition premiums for listed companies

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

11 August 2025

NZX acquisitions (NZD $b)

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Subscribe and see previous reports at This Tech Insights report looks at share price premiums for acquisitions of publicly listed companies. We look at NZX-listed companies that were acquired, comparing share price premiums to the equity value of the target company. Typically, the larger deals have lower share price premiums than smaller deals. This trend is also observable for acquisitions on the ASX or NYSE. The total dollar value of smaller deals is likely to make it easier for acquirers to offer higher premiums.

Overview

Completed acquisitions of NZX-listed companies over the past 10 years. Premium refers to the final offer price in the process compared to the undisturbed share price.

Undisturbed share price. In several of these instances, there were market rumours or activity prior to the formal acquisition announcement that suggested a deal was likely. Our definition of the undisturbed share price captures the price prior to a clear announcement that a deal has been tabled.

20%

40%

60%

80%

100%

120%

Equity value (NZD $b)

Share price premium

0.5

1.0

1.5

2.0

2.5

3.0

20%

40%

60%

80%

100%

120%

Equity value (NZD $b)

Share price premium

Tech Insights #383

Acquisition premiums for listed companies

Page 2 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

11 August 2025

clarecapital.co.nz/tech-insights

Subscribe and see previous reports at Completed acquisitions of ASX-listed companies over the past 5 years.

ASX acquisitions (NZD $b)

Completed acquisitions of NYSE-listed companies over the past 5 years.

NYSE acquisitions (NZD $b)

Company size

Count

Size range $b

1st quartile

Median

3rd quartile

Large

> 1.0

15%

27%

35%

Mid

0.1 – 1.0

27%

43%

73%

Small

< 0.1

15%

37%

77%

Company size

Count

Size range $b

1st quartile

Median

3rd quartile

Large

> 10

16%

27%

39%

Mid

148

1 - 10

11%

24%

46%

Small

< 1

17%

34%

55%

$3b – $40b

$30b – $100b

120% - 1,500%

120% - 310%

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11 Aug

Acquisition premiums for listed companies

383

Tech Insights #382

Debt funding an acquisition

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

4 August 2025

clarecapital.co.nz/tech-insights

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100% equity funded (no debt)

1/3 equity, 2/3 debt funded

Note

Bought for $60m (6x EBITDA)

Debt funded for $40m, rest equity

Debt funding equal to 4x EBITDA

Equity outlay

Equity funding reduces to $20m when debt used

Dividends

Interest on debt reduces dividends distributed

Sale proceeds

Sell for 6x year 3 EBITDA ($13.3m x 6 = $80m)

Repay debt

Debt balance of $40m is repaid (after 3 years)

Total flows

With debt, there is less cash received overall,but for only 1/3 of the cash invested upfront

MoM1

(26 + 80) / 60 = 1.8x

(19 + 40) / 20 = 3.0x

Net cash inflows divided by initial cash outflows

IRR

23%

52%

Internal Rate of Return

This Tech Insights report looks at the impact of debt funding as part of an acquisition. We illustrate this with a simple example where an acquisition is funded fully with equity (i.e. no debt) or a mix of equity and debt. This business is held for 3 years and then sold. We look at the impact of the funding method on equity investor returns in a base scenario (page 1) and when the business experiences downside performance (page 2).

Overview

(60)

Assumptions:

Base scenario – steady growth and margin

While interest on debt reduces the dividends,leverage improves the equity return from 1.8x to 3.0x

(and IRR from 23% to 52%).

Time period

3 years

Revenue

$100m

EBITDA

$10m

Interest rate

Entry / exit multiple

6x EBITDA

Revenue growth

10%

EBITDA margin

10%

Corporate tax rate

28%

(40)

(20)

1MoM = Money-on-Money

Tech Insights #382

Debt funding an acquisition

Page 2 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

4 August 2025

clarecapital.co.nz/tech-insights

Subscribe and see previous reports at Downside scenario – no growth and deteriorating margin

Summary

Funding

MoM (x)

IRR (%)

Base scenario

Downside scenario

Assumptions:

0.6x

1.0x

3.0x

1.8x

(20%)

(0%)

52%

23%

•EBITDA falls to $7m, so the value of the sale proceeds falls to $42m (6x EBITDA).

•Without debt, the MoM is flat at 1.0x.

•With debt, the equity investment loses 40% of its value (0.6x MoM).

•This assumes a 6x multiple is still achieved despite decreased performance.

Funding / flow

100% equity funded (no debt)

1/3 equity, 2/3 debt funded

$60m (6x EBITDA)

Debt $40m, rest equity

Equity outlay

Dividends

Sale proceeds

Repay debt

Total flows

MoM

(17 + 42) / 60 = 1.0x

(10 + 2) / 20 = 0.6x

IRR

(0%)

(20%)

(1)

(60)

Revenue growth

0% (10% in base scenario)

EBITDA margin

Falls to 7% over 3 years

•

Debt amplifies return outcomes – it boosts returns when the business performs, but worsens losses if performance weakens.

•The higher the level of debt, the stronger this effect.

•Debt reduces the equity capital outlay required per deal, allowing for greater portfolio diversification. For example, with $60m of equity, you could fund one all-equity deal, or three deals using $20m of equity each (with debt support).

Disclaimer 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.

Equity

Debt

(8)

(40)

(20)

‍

4 Aug