Unlocking

Cloud Index as at 30 June 2024

#

268

4 Nov

Pushpay takeover offer

#

236

18 Feb

Xero to Hero

#

232

3 Dec

New Zealand's Technology Boom

#

199

19 Mar

Vend and Seequent

#

87

6 Jul

2018

SaaS Metrics Cheat Sheet

#

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#

Heading

#

Heading

#

Heading

#

Heading

#

Heading

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335

1 Jul

Cloud Index as at 30 June 2024

#

268

4 Nov

Pushpay takeover offer

#

236

18 Feb

Xero to Hero

#

232

3 Dec

New Zealand's Technology Boom

#

199

19 Mar

Vend and Seequent

#

87

6 Jul

2018

SaaS Metrics Cheat Sheet

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Topicus, Jonas, Volaris, Vela, Perseus, Harris

‍

200

400

600

800

Jan 17

Jan 18

Jan 19

Jan 20

Jan 21

Jan 22

Jan 23

Jan 24

Quarterly transactions

Share price index

Tech Insights #337

Constellation Software buy and hold

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

15 July 2024

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Constellation Software: share price vs transactions since 2017

200%

400%

600%

SAP

Salesforce

Oracle

Adobe

Intuit

Constellation

Share price Δ since 2017

Overview

Constellation Software specialises in the acquisition and management of software companies (buy and hold). It operates through six operating companies, each of which focus on acquisitions in specific software verticals. The business model focuses on valuation arbitrage where companies with lower valuation multiples than Constellation Software are acquired. The success of this is shown through impressive share price performance, revenue growth and EBITDA margins.

Note: Clare Capital Tech Insights report #60 also focuses on Constellation Software. It can be found on our website.

Operating companies
‍

Company acquired

(10%)

10%

20%

30%

40%

50%

60%

2017

2018

2019

2020

2021

2022

2023

EBITDA margin

Inorganicrevenue growth(through M&A)

Organicrevenue growth

Tech Insights #337

Constellation Software buy and hold

Page 2 of 2

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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 July 2024

Constellation Software 40% rule

Revenue multiple for Constellation Software transactions since ‘20

Constellation Software EV / EBITDA

Constellation Software EV / Revenue

Note: These are only the transactions where a valuation multiple is provided (the minority of transactions)

40%

Median: 1.4x

Jan 17

Jan 18

Jan 19

Jan 20

Jan 21

Jan 22

Jan 23

Jan 24

10x

15x

20x

25x

30x

Jan 17

Jan 18

Jan 19

Jan 20

Jan 21

Jan 22

Jan 23

Jan 24

Median: 6.2x

Median: 23.1x

‍

15 Jul

Constellation Software buy and hold

337

Tech Insights #336

Olympic fashion

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

8 July 2024

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Overview

Millions of sports fans are expected to descend on Paris when the 2024 Olympics open on the 26th of July. This Tech Insights report looks at a group of listed sports apparel manufacturers who are sure to feature in the home of fashion. Nike’s scale and Lululemon’s profitability both stand out. The financials on the second page show a mixed set of results, with more than half the companies experiencing a fall in share price over the last 5 years.

EV USD $m

10,000

20,000

30,000

40,000

50,000

60,000

20,000

40,000

60,000

80,000

100,000

120,000

1,000

2,000

3,000

4,000

5,000

6,000

7,000

Revenue USD $m (LTM)

EBITDA USD $m (LTM)

adidas

Lululemon

Skechers

ASICS

Puma

Columbia

Under Armour

Nike

adidas

Lululemon

Skechers

ASICS

Puma

Columbia

Under Armour

Nike

adidas

Lululemon

Skechers

ASICS

Puma

Columbia

Under Armour

Other Nike

products

Nike

Nike Footwear

Tech Insights #336

Olympic fashion

Page 2 of 2

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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 & acquisitionsCorporate finance advisoryCapital raising

8 July 2024

EBITDA margin – average over the last two years

% of revenue from North America

10%

15%

20%

25%

30%

10%

20%

30%

40%

50%

60%

70%

80%

Sportswear and footwear manufacturers USD $m

Name

Headquarters

Year founded

LTM revenue

LTM EBITDA

EV / LTM revenue

EV / LTM EBITDA

LTM EBITDA margin

3yr revenue CAGR

Share price change (1yr)

Share price change (5yr)

Nike

USA

1964

115,142

51,362

7,543

2.2x

15x

15%

(31%)

(10%)

adidas

Germany

1924

46,681

23,315

978

2.0x

48x

19%

(25%)

Lululemon

Canada

1998

37,211

9,827

2,629

3.8x

14x

27%

25%

(20%)

67%

Switzerland

2010

11,519

2,084

234

5.5x

49x

11%

60%

13%

Skechers

USA

1992

11,280

8,250

1,053

1.4x

11x

13%

20%

27%

108%

ASICS

Japan

1949

11,170

3,916

550

2.9x

20x

14%

96%

438%

Puma

Germany

1948

8,937

9,188

800

1.0x

11x

13%

(22%)

(30%)

Columbia

USA

1938

4,186

3,437

452

1.2x

13%

10%

(0%)

(23%)

Under Armour

USA

1996

3,367

5,702

379

0.6x

(11%)

(75%)

Median

11,280

8,250

800

2.0x

14x

13%

10%

(0%)

(17%)

Mean

27,721

13,009

1,624

2.3x

21x

12%

16%

56%

‍

2.5x

5.0x

7.5x

10.0x

12.5x

15.0x

17.5x

20.0x

22.5x

25.0x

Jun 19

Dec 19

Jun 20

Dec 20

Jun 21

Dec 21

Jun 22

Dec 22

Jun 23

Dec 23

Jun 24

Tech Insights #335

Cloud Index as at 30 June 2024

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

1 July 2024

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Overview

This report looks at valuation multiples for cloud companies publicly listed in the United States, Australia and New Zealand. As at 30 June 2024, the US Cloud Index is down 10% from the previous quarter to 6.0x EV / NTM revenue and well below the five-year average of 11.3x. The ANZ Cloud Index stayed above the US Index and down 3% to 6.9x EV / NTM revenue. This is against the more positive backdrop of the S&P 500 Index, which hit an all-time high in June. Market commentary has primarily attributed the S&P 500 Index's strong performance to the magnificent seven stocks (Google, Amazon, Apple, Meta Platforms, Microsoft, NVIDIA, and Tesla), which had a significant average stock price increase of 15.7% over the quarter. None of the magnificent seven stocks are in the Clare Capital Cloud Index.

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

7.7x

ANZ Cloud Index

Average

12MMA

Jun 24

6.9x

6.2x

Mar 24

7.1x

6.0x

Change

(3%)

Jun 23

6.0x

5.5x

Change

15%

14%

US Cloud Index

Average

12MMA

Jun 24

6.0x

6.3x

Mar 24

6.7x

6.3x

Change

(10%)

Jun 23

6.4x

6.1x

Change

(7%)

Note: Indices are calculated using a simple average (equal weighting), with the ANZ index (19 companies) comprising of companies that have a minimum NZD $250m market capitalisation versus NZD $500m for the US Index (87 companies). Avg = Average, NTM = Next 12 months, 12MMA = 12 month moving average

11.3x

6.9x

6.0x

Key:

ANZ

Average

12MMA

5yr avg

5.0x

10.0x

15.0x

20.0x

Jun 19

Jun 20

Jun 21

Jun 22

Jun 23

Jun 24

10.0x

20.0x

30.0x

40.0x

Jun 19

Jun 20

Jun 21

Jun 22

Jun 23

Jun 24

75th percentile

Median

25th percentile

Tech Insights #335

Cloud Index as at 30 June 2024

Page 2 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

1 July 2024

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US cloud companies NTM revenue multiple

ANZ cloud companies NTM revenue multiple

8.4x

5.0x

3.3x

8.8x

4.5x

2.9x

US cloud companies

25th

75th

30 Jun 2024

Average

percentile

Median

percentile

EV (NZD $m)

32,637

3,339

8,872

21,156

EV / NTM rev

6.0x

3.3x

5.0x

8.4x

Revenue growth (NTM)

14%

13%

21%

EV / LTM rev

7.1x

3.6x

6.0x

9.8x

Revenue growth (LTM)

17%

10%

17%

24%

Gross margin

73%

69%

75%

81%

Operating margin

(7%)

(17%)

(4%)

FCF margin

21%

14%

21%

29%

ANZ cloud companies

25th

75th

30 Jun 2024

Average

percentile

Median

percentile

EV (NZD $m)

4,619

551

1,057

3,388

EV / NTM rev

6.9x

2.9x

4.5x

8.8x

Revenue growth (NTM)

21%

14%

25%

EV / LTM rev

8.4x

3.8x

5.5x

9.9x

Revenue growth (LTM)

20%

29%

Gross margin

56%

30%

60%

81%

Operating margin

(4%)

10%

22%

FCF margin

10%

12%

18%

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, FCF = Unlevered free cash flow.

Disclaimer The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. ClareCapital 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.

‍

1 Jul

Cloud Index as at 30 June 2024

335

Tech Insights #334

English Premier League: pay to win

Mergers & acquisitionsCorporate finance advisoryCapital raising

24 June 2024

Overview

This Tech Insights report examines the relationship between player expenditure and performance in the English Premier League (EPL). History has shown that clubs with significant financial backing have better chances of outperforming clubs with less resources. We look at a selection of league position finishes and their team salary across multiple seasons for comparison. The second page explores the largest transfer fees and whether top spending translated into trophies won.

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EPL squad salary (£m) comparison by league position)

Page 1 of 2

1st place

2nd place

3rd place

Avg. of remaining places

20th place (last)

In the 15/16 season, bookmaker odds for Leicester City to win stood at 5,000:1. They won the league and spent less on salaries than the team (Aston Villa) that placed last.

100

150

200

250

13/14

14/15

15/16

16/17

17/18

18/19

19/20

20/21

21/22

22/23

23/24

1.0

2.0

Chelsea FC

Manchester City

Manchester United

Arsenal FC

Liverpool FC

Tottenham Hotspur

Newcastle United

Aston Villa

West Ham United

Fulham FC

100

120

140

160

14/15

15/16

16/17

17/18

18/19

19/20

20/21

21/22

22/23

23/24

Tech Insights #334

English Premier League: pay to win

Mergers & acquisitionsCorporate finance advisoryCapital raising

24 June 2024

Top nominal EPL transfer fees across seasons (€m)

Page 2 of 2

Disclaimer The information provided in this report has been sourced from FBref, Spotrac, and Transfermarkt. 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.

Highest net expenditure (transfer fees) EPL clubs since 1992 (€bn)

Note that figures are all net cash outflows and trophies won are seasons since 1992 in the order of Premier League, FA Cup, Champions League, all other titles (such as Europa League), and the total won respectively.

Club

Pos

4th

6th

2nd

3rd

4th

1st

6th

2nd

Player

Team

Annual salary (£m)

% of team salary

# matches played

Minutes played

Salary/min played

Kevin De Bruyne

Manchester City

20.8

10.3%

1,221

Casemiro

Manchester United

18.2

8.8%

1,982

Mohamed Salah

Liverpool FC

18.2

13.4%

2,534

Raheem Sterling

Chelsea FC

16.9

10.8%

1,978

Kai Havertz

Arsenal FC

14.6

8.8%

2,634

Top paid EPL players across a selection of teams for the 23/24 season

Position represents the league position of the club at the end of each season.

£17.0k

£9.2k

£7.2k

£8.5k

£5.5k

13x

11x

13x

19x

11x

12x

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‍

24 Jun

English Premier League pay to win

334

0.5

1.0

1.5

2.0

Mar 21

Sep 21

Mar 22

Sep 22

Mar 23

Sep 23

Mar 24

Tech Insights #333

Have meal kits lost their flavour?

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

17 June 2024

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Overview

The pandemic fuelled a surge in meal kit delivery and recipe box services as households sought convenient meal solutions. With pre-pandemic normalcy restored, demand is waning. One notable player in the domestic space is My Food Bag, which listed on the NZX in March 2021. My Food Bag creates and delivers meal kits, pre-prepared ready for heating meals and grocery items across New Zealand. Its meal kit segment operates under the My Food Bag, Bargain Box, Fresh Start and MADE brands. Its main rival in New Zealand is Berlin-based Hello Fresh. For FY22, HelloFresh New Zealand reported revenue of NZD $211m, while My Food Bag reported NZD $194m in the same period.

My Food Bag share price (NZD) from IPO date (5 March 21)

My Food Bag deliveries

FY20

FY24

% change

5.9%

4.0%

20.8%

40.0%

33.5%

(23.4%)

126

162

100

150

200

Net profit before tax

Other

Financing

Marketing

COS

Total income

121

153

100

150

200

Net profit before tax

Other

Financing

Marketing

COS

Total income

Total cost increase of 8.2% exceeded revenue growth of 5.9%.

FY20

FY21

FY22

FY23

FY24

Meals delivered (millions)

Meals delivered by brand (% total)

54%

47%

28%

38%

16%

13%

20%

40%

60%

80%

100%

FY21

FY24

31 March 24

TEV / EBITDA = 4.8x

My Food Bag operating profit breakdown – FY20 vs FY24

31 March 21

TEV / EBITDA = 16.3x

13 June 24

Share price = $0.15

Tech Insights #333

Have meal kits lost their flavour?

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Disclaimer The information provided in this report has been sourced from S&P Global Market Intelligence and annual reports. 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

17 June 2024

Meal kit company indexed share prices from 29 March 21*

Location

TEV

10 Jun 24

(NZD $m)

Financial year end

Listing date

IPO offer price (NZD)

Share price

10 Jun 24 (NZD)

LTM revenue

(NZD $m)

LTM revenue growth (%)

LTM EBITDA

(NZD $m)

TEV / EBITDA

(x)

Customers FY20 (000s)

Customers FY23

(000s)

HelloFresh

Germany

2,270

Dec

Nov 17

17.26

10.01

13,616

5.8%

269.1

8.5x

5,290

6,640

Marley Spoon**

Germany

196

Dec

Jul 18

1.55

0.03

579

(13.0%)

(27.9)

327

245

Goodfood

Canada

Aug

Jun 17***

0.35

194

(22.6%)

2.5

27.6x

280

116

My Food Bag

New Zealand

Mar

Mar 21

1.85

0.15

162

(7.7%)

16.0

3.6x

Cheffelo

Sweden

Dec

Mar 21

13.06

3.98

155

(1.3%)

7.8

6.7x

115

Median

194

(7.7%)

7.8

6.7x

280

116

***SPAC merger date

EBITDA margin (%)

Gross margin (%)

Revenue / customer (NZD)

Meal kit company financial metrics – FY20 vs FY23

(5%)

10%

15%

10%

20%

30%

40%

FY20

FY23

800

1,600

2,400

3,200

120

160

Mar 21

Sep 21

Mar 22

Sep 22

Mar 23

Sep 23

Mar 24

*Cheffelo’s IPO date

Select financial metrics as of 10 June 2024

**Marley Spoon announced delisting from ASX on 11 June

‍

17 Jun

Have meal kits lost their flavour

333

Tech Insights #332

Potentia buys a ticket to the movies

Mergers & acquisitionsCorporate finance advisoryCapital raising

10 June 2024

Overview

This Tech Insights report examines NZX/ASX dual-listed tech company, Vista Group. Vista is a company that provides technology and data analytics solutions for the film industry. The company recently had Potentia, an Australian private equity firm, knocking on the door acquiring a c. 19.9% stake in the firm. The second page follows another transaction Potentia was involved in where its initial investment was of a similar stake to what it currently holds in Vista.

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Vista overview FY23 (NZD $m)

Revenue by geography (NZD $m)

Share price and EV/Revenue

100

120

140

160

FY18

FY19

FY20

FY21

FY22

FY23

Other

Mexico

USA

Group

Cinema

Movio

AGC

Corporate

534.1

EV/Rev

3.7x

Revenue

143.0

97.7

19.3

26.0

Gross profit

89.7

59.3

13.2

17.2

EBITDA

13.3

20.6

5.0

3.3

(15.6)

Recurr. rev %

87%

85%

94%

86%

Rev growth %

(3%)

20%

Vista Group

Cinema

Movio

AGC

3.7x

7.7x

Additional Group Companies (AGC)

27 May, Potentia acquires 19.9% stake.

December year-end.

10%

18%

27%

36%

2018

2019

2020

2021

2022

2023

2024

EV/Rev multiple

Share price (NZD $m)

Tech Insights #332

Potentia buys a ticket to the movies

Mergers & acquisitionsCorporate finance advisoryCapital raising

10 June 2024

Potentia’s takeover of Nitro Software (AUD $ / share)

Page 2 of 2

Disclaimer The information provided in this report has been sourced from S&P Global Market Intelligence, annual reports and filings. 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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Selection of listed software companies across New Zealand and Australia (NZD $m)

Company

Listing country

LTM revenue

LTM rev growth

LTM EBITDA margin %

LTM Gross margin %

EV/Revenue

Hansen Technologies

Australia

1,000

358

11%

15%

37%

2.8x

Gentrack

New Zealand

971

188

22%

5.2x

Serko

New Zealand

294

53%

(26%)

4.3x

TASK Group

Australia

288

27%

(10%)

3.8x

Ansarada Group

Australia

195

(10%)

96%

3.4x

Bigtincan

Australia

131

(1%)

(6%)

88%

0.7x

ikeGPS

New Zealand

(18%)

(66%)

60%

3.2x

Median

288

11%

(10%)

37%

3.4x

Vista Group

New Zealand

534

143

63%

3.7x

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

Nov 21

Mar 22

Jul 22

Nov 22

Mar 23

Acquirer

Target

Potentia builds 17% stake, $1.58 full takeover offer. Offer rejected.

Potentia increases to $1.80. Offer rejected.

Alludo offers $2.00. Board in favour.

Potentia increases to $2.00. Offer rejected.

Alludo increase to $2.15 Board in favour.

Potentia signals potential to increase to $2.30 with no certainty. Does not eventuate.

Alludo $2.15 does not pass scheme vote.

Potentia increases offer to $2.17. Board in favour.

Nitro acquired by Potentia, delists from ASX.

2nd Bidder

(Owned by KKR)

‍

10 Jun

Potentia buys a ticket to the movies

332

FY13

FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

Other

D&A

S&M

R&D

G&A

Revenue

100

120

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

ARR

Market cap

Tech Insights #331

The rise and fall of Geo

Mergers & acquisitionsCorporate finance advisoryCapital raising

27 May 2024

Overview

This Tech Insights report examines Geo Limited (previously GeoOp) which delisted from the New Zealand Stock Exchange in February. Geo is a company that provides job management software for trades, field service, and home service businesses. The company has had a turbulent spell following its listing on the NZX, reaching a peak market cap of NZD $99m before dropping to NZD $2m prior to delisting. We take a look at Geo’s financials since it listed and how the dynamics between its market cap and cumulative capital raised compares to a selection of its SaaS peers. Note that Geo figures for FY15 contain 15 months of financials due to the change in year end from March to June.

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Financial summary (NZD $m)

Revenue split (NZD $m)

Market cap and ARR comparison (NZD $m)

Expense split to total revenue (NZD $m)

$99m (306x ARR multiple)

$2m (0.7x ARR multiple)

FY13

FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

GeoServices

GeoSales

Other (non-SaaS)

Acquired GeoSales in FY16 for $9m (shares and convertible notes)

Sold GeoSales in FY21 for $0.2m (cash)

Key Financials

Units

FY21

FY22

FY23

ARR

3.1

3.3

Revenue

3.7

3.5

EBITDA

(0.8)

(2.0)

(4.8)

Net profit

(1.8)

(3.2)

(6.1)

Operating cash flow

(0.7)

(1.6)

(4.3)

ARR growth

5.9%

(2.0%)

Revenue growth

(5.1%)

(0.2%)

$8.7m writedown of InterfaceIT (GeoSales) acquisition

5,000

10,000

15,000

20,000

25,000

30,000

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

100

120

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

500

1,000

1,500

2,000

2,500

3,000

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

Tech Insights #331

The rise and fall of Geo

Mergers & acquisitionsCorporate finance advisoryCapital raising

27 May 2024

Geo cumulative capital raised to market cap (NZD $m)

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Pushpay cumulative capital raised to market cap (NZD $m)

IkeGPS cumulative capital raised to market cap (NZD $m)

Xero cumulative capital raised to market cap (NZD $m)

2023

Pushpay was acquired

Geo delisted from the NZX in Feb 2024

Market cap

Cumulative capital raised since 2013

100

120

140

160

180

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

$110m cumulative capital raised vs $1.6bn market cap

$96m cumulative capital raised vs $85m market cap

$1.8bn cumulative capital raised vs $17.7bn market cap

$31m cumulative capital raised vs $2m market cap

‍

27 May

331

The rise and fall of Geo

10x

15x

20x

GASTROFIX

Shopkeep

Upserve

Vend

NuORDER

Multiple at completion

Multiple after 18 months

100

120

Jan 20

Jan 21

Jan 22

Jan 23

Jan 24

Lightspeed share price (USD) and deals completed (dots)

Change in revenue multiple for Lightspeed deals

Overview

This page shows all Lightspeed acquisitions since 2020. The deal structure in each transaction included Lightspeed equity, with 65% of the total value of the deals funded via Lightspeed shares to the sellers. The sellers in these deals may have been obligated to hold their shares for a period before being able to sell. Typically, there is a lock up of 12-18 months in these circumstances. This would greatly reduce the deal value for most of the sellers given the fall in Lightspeed’s share price after these deals were completed.

Lightspeed has not completed any transactions since 2022

Share price is down ~90% from peak in 2021

Using Lightspeed share price 18 months after completion and target revenue at completion.

Company USD $m

Geography

Completion date

Deal value $m

Cash $m

Shares $m

Shares %

Revenue multiple

Revenue $m

Shares $m

Revenue multiple

Change in multiple

GASTROFIX

Germany

Jan 20

120

42%

9.1x

140

15.8x

75%

Shopkeep

USA

Nov 20

500

145

354

71%

9.8x

156

5.9x

(40%)

Upserve

USA

Dec 20

421

115

306

73%

10.1x

152

6.4x

(37%)

Vend

Apr 21

354

163

191

54%

12.7x

7.6x

(40%)

NuORDER

USA

Jul 21

386

207

179

46%

19.3x

11.8x

(39%)

Ecwid

USA

Oct 21

643

175

468

73%

Median

404

154

249

62%

10.1x

106

7.6x

(39%)

Tech Insights #330

Deal values (completion vs after)

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Completion

18 months later

Completion: 10.1x

18m later: 7.6x

Median

100

150

200

250

300

350

Deal

Later

Deal

Later

Deal

Later

Deal

Later

Deal

Later

Deal

Later

Deal

Later

Deal

Later

LivePerson /Wild Health

8x8 / Fuze

Xero / Planday

Everbridge /xMatters

LINK Mobility /MessageBroadcast

Sinch / WAVY

Northern Data /Bitfield

Lightspeed /Vend

Cash

100

200

300

400

500

600

700

Deal

Later

Deal

Later

Deal

Later

Deal

Later

Deal

Later

Deal

Later

Deal

Later

Deal

Later

Lectra / Gerber

AppLovin /Wurl

Lightspeed /NuORDER

Lightspeed /Upserve

Northern Data /Decentric

Lightspeed /Shopkeep

Lightspeed /Ecwid

ANSYS /AnalyticalGraphics

Cash

Tech Insights #330

Deal values (completion vs after)

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Completion deal values between USD $200m-$360m

The deal value in all these transactions was lower 18 months after completion

Overview

The two graphs show transactions by application software companies completed between late 2020 and late 2022. In each of these transactions at least 25% of the consideration paid by the buyer was in the form of shares.

In all instances the value of the shares paid decreased in the 18 months after completion, implying a fall in transaction value. This would impact any sellers who were obliged to hold these shares for an 18-month period following completion.

The average equity portion at completion for these deals was 56%.

The average transaction value fell 36% in the 18 months after completion.

Example

Lightspeed paid Vend $163m in cash at completion and $191m in Lightspeed shares = $354m total deal value.

18 months after completion, the value of the shares paid to Vend was $48m, implying a transaction value of $203m, 40% below the completion value.

Completion deal values between USD $360m-$750m

Then 18m later

‍

20 May

Deal values (completion vs after)

330

Tech Insights #329

Consumer Price Index (CPI)

Mergers & acquisitionsCorporate finance advisoryCapital raising

13 May 2024

Annual headline CPI from 2014

Overview

CPI measures the change in price of a weighted basket of goods and services purchased by the average New Zealand household. Every quarter, Stats NZ collects the prices of the items in this ‘fixed’ basket and measures how they have changed from the same quarter in the previous year. Tradeable inflation includes goods and services that are imported or face competition with foreign goods e.g., imported cars. Non-tradeables are produced locally and do not face foreign competition e.g., local dentist.

Tradeable vs non-tradeable inflation

Mar 14

Mar 16

Mar 18

Mar 20

Mar 22

Mar 24

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March 2024 CPI 4.0%

(3%)

Mar 14

Mar 16

Mar 18

Mar 20

Mar 22

Mar 24

For the March 2024 quarter:

Tradeables

1.6% annual change

~40% basket weight

Non-tradeables

5.8% annual change

~60% basket weight

Notable changes to the CPI basket of goods (total # of removals / additions in top left corner)

2014

2017

2020

-12

-23

-13

+15

Energy

drinks

Rice

cookers

Squash club membership

Magazines

Video game hire

DVD players/ recorders

Indoor

plants

Alfalfa sprouts

Bowling club membership

Luncheon meat

Sewing machines

Overseas package holidays

Cheque book fees

Prams

Items removed

Items added

Packaged lettuce

Breakfast food drinks

Kittens

Dog licenses

Casual dresses

Spades

Headsets / headphones

Fresh herbs

Hearing aids

Body massages

Zoo admission charges

Bicycle helmets

Exercise

equipment

E-cigarette

devices

Surgeon fees

Ream of printing paper

Digital camera memory cards

Cordless telephones

Travel guides

Home stereo systems

E-cigarette

juices

Page 1 of 2

11 CPI groups

CPI group basket weights*

Percentage change in index points

% point contribution to CPI

Tech Insights #329

Consumer Price Index (CPI)

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Disclaimer The information provided in this report has been sourced from Stats NZ and the Reserve Bank of New Zealand. 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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Basket items

•Item review is informed by Stats NZ’s Household Economic Survey (HES), CPI price collectors, retail transaction data and information direct from other government and business organisations.

•There are currently 649 items in the basket.

Item weights

•HES is the primary source for informing item reweights.

•Expenditure weights show the relative importance of goods and services in the CPI basket. Currently, food carries a weight of 18.8% suggesting for every $100 a household spends, $18.8 is spent on food.

•Weights are price-updated every quarter; that is, if the price of an item increases, its relative weight also increases.

28.0%

18.7%

11.9%

8.5%

7.9%

7.5%

4.3%

4.2%

4.1%

3.1%

1.8%

12%

18%

24%

30%

Housing and household utilities

Food

Transport

Recreation and culture

Miscellaneous goods and services

Alcoholic beverages and tobacco

Household contents and services

Health

Clothing and footwear

Communication

Education

Drivers of annual CPI for March 2024 quarter by group

March 2024 CPI 4.0%

*Note basket weights do not reflect any quarterly price-updates beyond June 2023.

Top drivers of annual CPI for March 2024 quarter

CPI basket selection and weights (reviewed on average every 3 years)

Item

Basket weight

(%)

YOY change

(%)

% point contribution to 4% CPI

Petrol

3.9%

12.1%

0.5%

Purchase of new housing

9.8%

3.3%

0.3%

Local authority rates and payments

2.7%

9.8%

0.3%

Pharmaceutical products

0.7%

(11.1%)

(0.1%)

Vegetables

1.7%

(14.9%)

(0.2%)

International air transport

2.0%

(20.4%)

(0.4%)

4.5%

2.4%

2.0%

5.6%

6.6%

7.4%

0.3%

4.6%

4.3%

3.2%

5.2%

4.0%

1.2%

0.4%

0.3%

0.5%

0.02%

0.2%

0.1%

‍

13 May

Consumer Price Index (CPI)

329

Booster Milford Simplicity Pathfinder Generate fisherfunds fisher funds

Tech Insights #328

KiwiSaver private investments

Mergers & acquisitions

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Overview

In this Tech Insights report we investigate KiwiSaver providers with an allocation to private investments (in unlisted equities). Despite having cracked NZD $100 billion in total

funds under administration (FUM), just six of the 33 KiwiSaver providers are investing in private businesses, representing approx. 0.3% of total FUM across all KiwiSaver funds. For

comparison, AFSA reports that in Australia across all superannuation schemes with more than six members, the allocation to unlisted equities was 4.9% in June 2023.

Target allocation range for unlisted equities

- 2% 4% 6% 8% 10% 12% 14%

Not provided in SIPO

Represents the min and max

allocation across KiwiSaver

funds with an allocation to

unlisted equities, as stated in

the schemes Statement of

Investment Policy and

Objectives (SIPO).

100

120

140

160

Booster Milford Simplicity Pathfinder Generate Fisher Funds

Percentage of total FUM

Value of investments ($m)

Value of private investments and percentage of FUM at Sep 23

$260M+

Value of private

investments

c92%

Of private investments

by KiwiSavers based

in NZ

Current private

investments

$100B

Approximate

KiwiSaver FUM

0.3%

Of all KiwiSaver FUM

invested in unlisted

equities

6/33

Providers investing in

unlisted equities

KiwiSaver stats

Earlier 2020 2021 2022 2023 YTD

Fisher Funds

Generate

Pathfinder

Simplicity

Milford

Booster

Private investments by provider by calendar year

The earlier bucket

includes all

investments made

prior to 2020.

Tech Insights #328

KiwiSaver private investments

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Disclaimer The information provided in this report has been sourced from S&P Global Market Intelligence and other public data. Clare Capital has used judgement analysing

reporting from the Disclose Register which may not capture all investments. 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.

Example current investments

Provider

Date

Company

Description

Business sector

Initial amount($000s)

Holding value ($000s) Sep 23

Current shareholding

Booster

May 22

ZeroJet

Electric powered jet propulsion system.

Energy

500

301

4.3%

Booster

May 22

Orbis Diagnostics

Point-of-care diagnostics platform.

Health care

250

0.7%

Simplicity

Aug 23

Pure Food

Food and nutrition.

Consumer staples

unknown

4,204

22.7%

Simplicity

Jul 23

DataTorque

Government revenue systems.

Information technology

unknown

4,856

32.8%

Simplicity

Jul 21

Quantifi Photonics

Photonics and electrical test instruments.

Information technology

4,000

4,755

10.1%

Pathfinder

Oct 21

EasyCrypto

Cryptocurrency exchange.

Financial services

unknown

159

0.6%

Pathfinder

May 21

Groov

Workplace wellbeing platform.

Health care

800

983

3.9%

Pathfinder

Jun 20

Sharesies

Share trading platform.

Financial services

460

1,302

<1.0%

Average value ($m) at Sep 23

Indirect

Direct

Current value of investments ($m) at Sep 23

126

100

Direct

Indirect

Booster

Milford

Simplicity

Pathfinder

Generate

Fisher Funds

Direct

Indirect

Current count of investments (#) at Sep 23

Generate and Fisherfunds tend to invest via external private equity and venture capital funds.

Milford has a dedicated private equity fund which the KiwiSaver invests alongside other LPs.

‍

6 May

KiwiSaver private investments

328

50%

100%

150%

200%

250%

2019

2020

2021

2022

2023

2024

Tech Insights #327

Cannabis, a growing industry?

Mergers & acquisitionsCorporate finance advisoryCapital raising

29 April 2024

Overview

In this week’s Tech Insights report, Clare Capital looks at the cannabis industry. The industry has experienced turbulent periods of highs and lows as investors seek to gain exposure into the sector as various countries began legalising medicinal cannabis. The first page looks into the financial performance and market valuations of listed and past industry transactions while the second page provides key metrics of these listed companies.

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Industry transactions EV/rev multiples

Rev for top 20 listed companies within the industry (USD $bn)

Top 20 listed companies EV/rev multiples within the industry

10x

Aurora Cannabis/MedReleaf Australia

Tilray Brands/HEXO Corp

MediPharm Labs Corp/VIVO Cannabis

Aurora Cannabis/Bevo Agtech

Curaleaf/Bloom Dispensaries

High Tide/NuLeaf Naturals

Trulieve Cannabis/PurpleMed Healing Center

The Valens Co./Citizen Stash Cannabis Corp

HEXO Corp/48North Cannabis Corp

Canopy Growth/The Supreme Cannabis Co.

Greenrose Acquisition Corp/Shango

Median

2.6x

Note Aurora Cannabis/Bevo Agtech and High Tide/Nuleaf Naturals were majority but not 100% acquisitions.

2024

2023

2022

2021

Top 20 listed industry share price index

2018

2019

2020

2021

2022

2023

2024

Medicine Man Tech

Acreage Holdings

4Front Ventures Corp

High Tide

Aurora Cannabis

Jushi

SNDL

The Cannabist Co

TerrAscend Corp

Glass House Brands

Cronos Group

Ascend Wellness

Ayr Wellness

Canopy Growth Corp

Cresco Labs

Tilray Brands

Verano Holdings

Trulieve Cannabis Corp

Green Thumb Industries

Curaleaf

10x

15x

20x

25x

30x

2020

2021

2022

2023

2024

2.4x

1.6x

1.4x

12.6x

6.6x

5.0x

188%

75th percentile

Median

25th percentile

S&P 500 index

NZX 50 index

Cannabis Top 20 index

119%

25%

Note: these are last twelve month (LTM) figures taken as at April of each year.

Tech Insights #327

Cannabis, a growing industry?

Disclaimer The information provided in this report has been sourced 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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Metrics for top 20 listed companies within the industry (USD $m)

Company

Listing

country

Enterprise value

LTM revenue

LTM rev growth

Gross margin

LTM EBITDA margin

Share price change

(1-year)

Share price change

(3-year)

EV/Revenue

Curaleaf

Canada

4,584.7

1,346.6

46%

18%

104%

(61%)

3.5x

Green Thumb Industries

Canada

3,171.3

1,054.6

50%

28%

76%

(54%)

3.1x

Trulieve Cannabis Corp

Canada

2,483.4

1,129.2

(7%)

52%

23%

102%

(71%)

2.3x

Verano Holdings

Canada

1,441.9

938.5

51%

30%

68%

(71%)

1.6x

Tilray Brands

USA

1,594.5

743.2

25%

30%

(22%)

2.1x

Cresco Labs

Canada

1,158.9

756.1

(8%)

48%

17%

30%

(82%)

1.6x

Canopy Growth Corp

Canada

1,009.0

268.5

(1%)

11%

(68%)

(32%)

(97%)

3.8x

Ayr Wellness

Canada

804.8

463.6

10%

44%

12%

240%

(91%)

1.8x

Ascend Wellness

Canada

755.4

518.6

28%

30%

35%

1.5x

Cronos Group

Canada

127.9

87.2

14%

(83%)

43%

(67%)

1.5x

Glass House Brands

USA

714.5

160.8

89%

50%

11%

196%

(15%)

4.4x

TerrAscend Corp

Canada

678.7

317.3

50%

17%

(83%)

2.2x

The Cannabist Co

USA

629.5

511.3

35%

(44%)

(96%)

1.2x

SNDL

USA

502.1

673.6

28%

21%

(8%)

40%

(77%)

0.7x

Jushi

USA

396.3

269.4

(5%)

43%

12%

51%

(90%)

1.5x

Aurora Cannabis

Canada

362.1

204.5

22%

31%

(12%)

21%

(91%)

1.8x

4Front Ventures Corp

Canada

298.0

97.4

(10%)

47%

(15%)

(44%)

(92%)

3.2x

Acreage Holdings

Canada

264.7

228.1

(4%)

39%

16%

(92%)

1.2x

Medicine Man Tech

USA

223.3

172.4

44%

15%

(41%)

(73%)

1.3x

High Tide

Canada

190.1

368.8

24%

27%

65%

(70%)

0.5x

Median

696.6

416.2

43%

10%

38%

(79%)

1.7x

‍

29 Apr

Cannabis a growing industry

327

Tech Insights #326

A refreshing look at the beverage landscape

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

22 April 2024

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Overview

This Tech Insights report explores the global beverage industries. These industries include soft drinks and non-alcoholic, beer and malt liquor brewers, as well as distillers and vintners. The beverage landscape is consolidated with major players operating through subsidiaries. Some of the ownership structures are complex. As seen on the second page, M&A activity is prevalent in the space. New Zealand and Australian companies are commonly targeted. Note all values are in NZD.

Median EBITDA margin by EV and industry

Soft drinks and non-alcoholic

Beer and malt liquor

L’Arche Green N.V.

Kweichow Moutai

Moutai Wangzi

Moutai 1935

Han Jiang

Lai Mao

Distillers and vintners

Revenue and 3-year avg. EBITDA margin

EV / EBITDA multiple

**Owned by ultimate parent company L’Arche Green N.V.

*Note: PepsiCo own several snack brands

Beverage market key market players and related brands (New Zealand focus)

15%

20%

13%

16%

19%

20%

35%

10%

20%

30%

40%

>$1bn EV

$1 - 20bn EV

$20bn+ EV

Soft drinks and non-alcoholic

Beer and malt liquor

Distillers and vinters

18%

32%

13%

32%

20%

15%

33%

68%

20%

40%

60%

80%

120

160

LTM revenue (NZD $bn)

3-year avg. EBITDA margin

16x

18x

10x

11x

10x

14x

19x

10x

15x

20x

Average value (NZD $bn)

Count

Australia

New Zealand

Other

Avg. deal value

732

262

176

121

117

200

400

600

800

Tech Insights #326

A refreshing look at the beverage landscape

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Disclaimer The information provided in this report has been sourced from S&P Global Market Intelligence, company annual reports and 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 financial advice.

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Number of majority acquisitions from 2010 by parent company*

Number of majority acquisitions from 2010 by target geography

Notable beverage full acquisitions in Australia and New Zealand since 2010

Australia and New Zealand based companies have been the target of ~7% of beverage acquisitions since 2010

Target

Acquirer

Acquirer parent

Target country

Acquirer country

Completion date

Value NZD $m

EV / EBITDA multiple

Australia

Dec 21

545

20.0x

Australia

United Kingdom

May 21

9,327

6.3x

New Zealand

USA

Dec 20

Asahi Holdings (Australia)

Australia

Jun 20

17,160

14.9x

Australia

USA

May 18

1,080

6.0x

DB Breweries

L'Arche Green N.V.

New Zealand

Jan 17

New Zealand

May 16

New Zealand

Jul 15

1.2x

Australia

Jun 12

330

5.5x

*Includes acquisitions made by parent company subsidiaries

‍

22 Apr

A refreshing look at the beverage landscape

326

2.5x

5.0x

7.5x

10.0x

12.5x

15.0x

17.5x

20.0x

22.5x

25.0x

Mar 19

Sep 19

Mar 20

Sep 20

Mar 21

Sep 21

Mar 22

Sep 22

Mar 23

Sep 23

Mar 24

Tech Insights #325

Cloud Index as at 31 March 2024

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Mergers & acquisitionsCorporate finance advisoryCapital raising

15 April 2024

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Overview

This report looks at valuation multiples for cloud companies publicly listed in the United States, Australia and New Zealand. As at 31 March 2024, the US Cloud Index is down 2% from the previous quarter to 6.7x EV / NTM revenue and still well below the five-year average of 11.6x. The ANZ Cloud Index has had a strong quarter and moving above the US Index, with an increase of 19% to 7.1x EV / NTM revenue. The ANZ increase was driven by top quartile companies, Xero, WiseTech, Megaport and Altium lifting their EV / NTM revenue multiple by 10-50%, which can be seen in the 75th percentile EV / NTM revenue increasing from 9.0x to 10.8x EV / NTM revenue, a 20% increase.

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

7.9x

ANZ Cloud Index

Average

12MMA

Mar-24

7.1x

6.0x

Dec-23

6.0x

5.6x

Change

19%

Mar-23

5.6x

Change

27%

US Cloud Index

Average

12MMA

Mar-24

6.7x

6.3x

Dec-23

6.8x

6.0x

Change

(2%)

Mar-23

6.0x

6.6x

Change

10%

(5%)

Note: Indices are calculated using a simple average (equal weighting), with the ANZ index (20 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

11.6x

7.1x

6.7x

Key:

ANZ

Average

12MMA

5yr avg

10.0x

20.0x

30.0x

40.0x

Mar 19

Mar 20

Mar 21

Mar 22

Mar 23

Mar 24

75th percentile

Median

25th percentile

5.0x

10.0x

15.0x

20.0x

Mar 19

Mar 20

Mar 21

Mar 22

Mar 23

Mar 24

Tech Insights #325

Cloud Index as at 31 March 2024

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US cloud companies NTM revenue multiple

ANZ cloud companies NTM revenue multiple

9.2x

6.1x

3.4x

10.8x

4.6x

3.1x

US cloud companies

25th

75th

31 Mar 2024

Average

percentile

Median

percentile

EV (NZD $m)

35,515

4,018

9,610

22,018

EV / NTM rev

6.7x

3.4x

6.1x

9.2x

Revenue growth (NTM)

14%

20%

EV / LTM rev

7.8x

3.7x

6.7x

10.3x

Revenue growth (LTM)

19%

11%

17%

25%

Gross margin

72%

68%

75%

81%

Operating margin

(8%)

(18%)

(5%)

FCF margin

19%

11%

19%

29%

ANZ cloud companies

25th

75th

31 Mar 2024

Average

percentile

Median

percentile

EV (NZD $m)

4,392

504

985

2,771

EV / NTM rev

7.1x

3.1x

4.6x

10.8x

Revenue growth (NTM)

16%

11%

25%

EV / LTM rev

8.1x

3.1x

4.8x

11.9x

Revenue growth (LTM)

25%

20%

32%

Gross margin

55%

26%

60%

81%

Operating margin

(5%)

10%

22%

FCF margin

10%

11%

18%

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, FCF = Unlevered free cash flow.

Disclaimer The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. ClareCapital 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.

‍

15 Apr

Cloud Index as at 31 March 2024

325

Tech Insights #324

Being AI

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Mergers & acquisitionsCorporate finance advisoryCapital raising

8 April 2024

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Overview

Being AI recently joined the NZX via a reverse-listing through the shell of Ascension Capital. The company has positioned itself as New Zealand’s first listed AI company.As it stands today, the business is a legacy mail/courier business (Send Global), with a small school (AGE) and a 6-month old consultancy (Being Consultants) attached.

The market cap of Being AI (NZX:BAI) is $115m (using VWAP from Friday 5 April).

Entity

Send Global(formerly G3)

AGE

Being Consultants(incl Being Labs and Ventures)

Total

Description

Mail and courier services, outsourced business services (filing / mailroom etc).

A school for years 1–13 in Takapuna, Auckland forup to 100 students.

Positioning itself as an AI/EAT (Exponentially Accelerating Technologies) business.

Currently a mail/courier business, that has branded itself as an AI/EATbusiness.

Revenue

$38.0m

$2.3m

$40.3m

EBITDA

$2.6m

($0.1m)

$2.5m

Value (as per reverse listing)

$25m

$15m

$5m initiallyUp to another $35m over 3 years

$45m nowUp to $80m including earn-in

Clare Capitalequity valuation estimate

$12m - $24m

$0m - $2m

$0m

Less than the sum of the parts

Commentary

•Revenue has fallen from $52m in FY17 to $38m currently, in a decliningmail environment.

•EBITDA in recent years has been consistently around $3m.

•EBITDA multiple of 4x-8x appropriate, likely at the lower end of the range.

•Small school with no current profitability.

•Has physical assets of $2.7m, but also debt at a similar level.

•ClareCapital see little economic value in this company.

•Has only been established~6 months ago.

•As far as we can tell, has no revenue or customers.

•Is essentially just an idea at this stage.

•Current value is primarily derived from the EBITDA of Send Global, however this will be diminished as it is used to fund the Being AI division.

NZX:BAI

Note: Send Global financials for the 12 months to 30 Sept 2023, AGE financials for the 12 months to 31 Dec 2023. Financials are estimates where actuals are not available.

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Disclaimer The information provided in this report has been sourced from S&P Global Market Intelligence, and NZX reports and filings. 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

8 April 2024

Tech Insights #324

Being AI

Timeline

30 Oct 2023

Being Consultants Limited incorporated.

29 Nov 2023

Being Labs and Being Ventures incorporated.

11 Dec 2023

Ascension announces proposed reverse-listing to the market.

11 Mar 2024

Acquisition docs including independent advisors report released.

17 Oct 2023

Last time Ascension (NZX:ACE) shares are traded(30,000 shares @ 1.5c, ~$450).

28 Mar 2024

Shareholders approve the transaction (99% in favour) @ 2.5c share price.

2 Apr 2024

Shares begin to trade under BAI ticker – $1.7k traded @ VWAP 2.2c.

3 Apr 2024

$72.5k traded @ VWAP 4.4c, ends day at 5c.

4 Apr 2024

NZ RegCo issues a ‘please explain’ to BAI given its share price increase.

NZ RegCo encourages investors to read the listing docs and the valuation guidance in them. $59.5k traded @ VWAP of 7c.

5 Apr 2024

NZ RegCo issues its first ever ‘trade with caution’ notice.

NZ RegCo strongly urges investors to read the listing docs and that the reverse listing was undertaken at 2.5c. $261.2k traded @ VWAP of 6.2c.

Reverse listing details

The reverse listing was settled in shares valued at 2.5c each, the cap table for Being AI post the reverse listing is tightly held by several individuals.

Shareholder

Shares (m)

Katherine Allsop-Smith and Evan Christian (owned 100% of Send and 87% of AGE) 1

1,520

81.4%

David McDonald (owned 100% of Being Consultants)

200

10.7%

Sean Joyce / Excalibur Capital Partners 2

116

6.2%

Other Ascension shareholders

1.0%

Other Ascension directors

0.7%

Total

1,868

100.0%

1 250m of the Allsop-Smith/Christian shares have been given to their charitable foundation (which until February was called the 'AGE Foundation Charitable Trust’, since renamed ‘Te Turanga Ukaipo Charitable Trust’).

2 Sean Joyce was a director and shareholder of Ascension, and is the Chair of Being AI. His Being AI shares derive from his initial Ascension shares, his 13% shareholding in AGE, and capitalisation of Ascension debt / directors fees.

There are no lock-ups for the shareholders, except for a 12-month lock-up for any earn-in shares, and a 6-month lock-up for director fee shares.

Being AI “earn-in” mechanism

In addition to the $5m upfront share issue for Being Consultants, more shares will be issued if the share price reaches 4c after 9months, 8c after 18months, 12c after 24months and 30c up to 36months.

If current share price levels hold, this would trigger an additional ~$12m of shares issued to David McDonald, lifting his stake to 29%. If the full earn-in is achieved, David McDonald would own just under 50% of Being AI.

‍

200

400

600

800

1,000

FY21

FY22

FY23

S&M

G&A

R&D

Cost of revenue

Revenue

150

225

300

375

450

2,000

4,000

6,000

8,000

10,000

12,000

Series A

Series B

Series C

Series D

Series E

Series F

IPO

Dec 12

Sep 14

Jul 17

Feb 19

Feb 21

Aug 21

Mar 24

Tech Insights #323

Reddit Inc.

Mergers & acquisitionsCorporate finance advisoryCapital raising

25 March 2024

r/Overview

This week’s Tech Insights report looks at Reddit, which recently listed its class A shares on the New York Stock Exchange. Reddit is a social media platform which provides a network of communities with the ability to discuss interests, ask questions, share images and videos. The first page looks at key financial metrics, Reddit’s funding rounds to date and key information about the IPO. The second page looks at industry metrics and how this compares to some of Reddit’s competitors.

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r/Reddit funding rounds & valuation (USD $m)

r/Share structure & key IPO information

r/Reddit financials (USD $m)

Key items

A shares

B shares

Total

Shares outstanding (# m)

36.9

122.1

159.0

Economic rights (%)

23.2%

76.8%

100.0%

Voting rights (%)

2.9%

97.1%

100.0%

Voting weight

1 / share

10 / share

Trading status

Public

Private

Valuation (LHS)

Capital raised (RHS)

Over 95% of Reddit’s revenue is advertising.

IPO gross proceeds

USD $748m

Market cap at IPO open

USD $5.4bn

CEO voting rights

46.3%

Reddit shares opened at $34 / share and closed its 1st day of trading at $50.4 / share, a 48% increase in market value.

For this IPO

Shares (#m)

USD $m

Primary sale

15.3

519.4

Secondary sale

6.7

228.6

Total sale

22.0

748.0

r/Daily active users for FY23 (# millions)

r/Advertising revenue for FY23 (USD $b)

r/ARPU for Q4 FY23 (USD $)

Tech Insights #323

Reddit Inc.

Disclaimer The information provided in this report has been sourced from S&P Global Market Intelligence, Crunchbase and SEC filings. 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

25 March 2024

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r/Peer comparables data (USD $b)

Company

Market cap

LTM revenue

LTM EBITDA

Gross margin

LTM rev growth

EV/LTM rev

Alphabet (Google)

1,841.6

307.4

100.2

56.9%

8.7%

Meta (Facebook)

1,294.5

134.9

61.4

80.7%

15.7%

Roblox

23.8

2.8

(1.0)

19.0%

25.8%

23.3

3.1

0.0

77.5%

9.0%

Snap

18.4

4.6

(1.2)

54.1%

0.1%

Median

23.8

4.6

0.0

56.9%

9.0%

8.0

0.8

(0.1)

86.2%

35.7%

11x

Reddit information is taken as at the end of the first day of trading on 21 March.

2,074

400

500

1,000

1,500

2,000

2,500

Facebook

Snapchat

131.9

4.6

0.8

31.5

100

120

140

Facebook

Snapchat

YouTube

Advertising revenue / avg. daily active users for quarter.

18.3

3.3

3.4

Facebook

Snapchat

‍

(22)

(40)

(20)

FY13

FY15

FY17

FY19

FY21

FY23

Revenue ($m)

Op. margin

Business model

Total

3,399

1.8%

Low margin at scale

1,892

3.8%

Low margin at scale

1,061

2.6%

249

9.3%

Good margin

162

(13.7%)

Neither

(65.4%)

New product

Tech Insights #322

A Tale of Two Acquisitions

Mergers & acquisitionsCorporate finance advisoryCapital raising

18 March 2024

Overview

On the back of the recently announced $1 sale of Torpedo7, this Tech Insights report examines two companies that The Warehouse Group acquired at a similar time and price, Torpedo7 and Noel Leeming. Torpedo7 specialises in outdoor sports gear while Noel Leeming in consumer electronics. We compare how they have performed since the acquisition by looking into their financials and key metrics to demonstrate the stark differences between the fate of the two companies.

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Note that we have used operating profit as an approximation for cash flow. The operating profit figures are all presented on a pre-IFRS 16 basis. The price of Noel Leeming includes $8m of debt acquired.

Torpedo7 vs Noel Leeming’s operating profit (NZD $m)

Key information for first full year

Torpedo7

Noel Leeming

NZD $m

Torpedo7

Noel Leeming

Acquisition

(53)

(73)

Bolt-on acquisitions

(27)

Total investment

(79)

(73)

Accum. operating profit

(41)

310

Exit/implied value

273

Total return

(41)

583

NZD $m

Torpedo7

Noel Leeming

Financial year

FY14

Revenue

108

621

Operating profit

Identifiable NTA

Store count # – (leased)

Accumulated as at FY23

Annual operating profit

Returns comparison

Note Noel Leeming’s implied value is assumed by taking the median EBIT multiple of its industry peers.

Analysis excludes change in net working capital.

The Warehouse Group

(41)

(100)

100

200

300

310

What $1 buys

Estimated Salary cost

$11.2m

Store count (leased)

Operating profit

($22m)

Net op. assets

$54m

Net operating assets is from FY22 and excludes lease assets/liabilities

Acquired: 2012

Price: $73m

Acquired: 2013

Price: $79m

200

400

600

800

1,000

1,200

FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

Tech Insights #322

A Tale of Two Acquisitions

Mergers & acquisitionsCorporate finance advisoryCapital raising

18 March 2024

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Revenue (NZD $m)

Operating profit margin

% of total retail revenue

FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

Store count (#)

Torpedo7

Noel Leeming

(15%)

(10%)

(5%)

10%

FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

10%

15%

20%

25%

30%

35%

40%

FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

‍

18 Mar

A Tale of Two Acquisitions

322

Mar 20

Dec 20

Sep 21

Jun 22

Mar 23

Dec 23

Tesla revenue

BYD revenue

Tech Insights #321

Charging ahead: Exploring the EV landscape

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Mergers & acquisitionsCorporate finance advisoryCapital raising

11 March 2024

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Overview

This Tech Insights report explores the electric vehicle (EV) industry. In the financial quarter ending on 31 December 2023, Chinese carmaker BYD surpassed Tesla to become the global leader in fully electric vehicle sales. However, Tesla maintains its position as the most popular new car EV manufacturer in New Zealand by number of registrations. For the purposes of this report, the term ‘EV’ refers to all-battery electric vehicles. All financial figures are presented in USD.

Tesla and BYD quarterly revenue (US $bn)

Indexed share prices – Tesla and BYD

Market capitalisation (USD $bn) – Tesla and BYD

Tesla and BYD number of quarterly sales (000s)

Note: Revenue for BYD quarter ending Dec 23 is an analyst estimate.

400%

800%

1,200%

1,600%

Jan 20

Jan 21

Jan 22

Jan 23

Jan 24

Tesla

BYD

300

600

900

1,200

Jan 20

Jan 21

Jan 22

Jan 23

Jan 24

Tesla

BYD

200

400

600

800

1,000

Mar 20

Dec 20

Sep 21

Jun 22

Mar 23

Dec 23

BYD hybrids sold

BYD EVs sold

Tesla EVs sold

% change from 2022

(29.3%)

25.4%

121.6%

211.9%

74.5%

3.9%

18.3%

3393.8%

43.0%

(33.7%)

Tech Insights #321

Charging ahead: Exploring the EV landscape

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Disclaimer The information in this report has been sourced from S&P Global Market Intelligence, annual reports, NZ Transport Agency and the Ministry of Transport. Clare Capital holds no responsibility over the actual numbers and is not an Authorised Financial Adviser. If you are making investment decisions, you should seek appropriate advice.

Mergers & acquisitionsCorporate finance advisoryCapital raising

11 March 2024

EVs by number and share of new vehicles registered in NZ

Dominant EV car makes in NZ by new vehicles registered

Global car manufacturers by enterprise value (USD $bn)

2,000

4,000

6,000

8,000

Polestar

BMW

Volkswagen

Peugeot

Hyundai

Kia

BYD

Nissan

Tesla

2022

2023

1.5%

3.0%

4.5%

6.0%

7.5%

9.0%

'19

'20

'21

'22

'23

Share of total vehicles registered

Number of EVs registered (‘000)

Others

Tesla

BYD

Share of total vehicles registered

Note: Chart refers to all-battery electric vehicles.

Company

Country

Total cars sold FY23 (millions)

Enterprise value

LTM revenue

LTM revenue growth

EBITDA

margin

Gross

margin

Enterprise value / LTM revenue

Enterprise value

/ EBITDA

Tesla

USA

1.8

550

18.8%

14.0%

18.2%

5.7x

40.6x

Toyota

Japan

10.3

487

312

14.5%

15.0%

19.9%

1.6x

10.4x

Volkswagen

Germany

9.2

281

333

15.1%

7.6%

17.6%

0.8x

11.1x

Mercedes

Germany

2.5

182

164

5.1%

14.6%

21.9%

1.1x

7.6x

Ford

USA

4.4

172

176

11.5%

6.7%

9.2%

1.0x

14.5x

BMW

Germany

2.3

161

162

13.9%

15.5%

17.7%

1.0x

6.4x

General Motors

USA

6.2

151

172

9.6%

9.2%

11.2%

0.9x

9.6x

Hyundai

South Korea

4.2

119

121

12.0%

11.5%

20.6%

1.0x

8.5x

Honda

Japan

3.7

138

10.1%

13.1%

21.2%

0.7x

5.1x

Stellantis

Netherlands

6.2

205

8.3%

14.6%

20.2%

0.4x

2.9x

BYD

China

3.0

58.7%

9.4%

19.4%

0.9x

9.1x

Median

4.2

161

164

12.0%

13.1%

19.4%

1.0x

9.1x

‍

11 Mar

Charging ahead: Exploring the EV landscape

321

300

600

900

1,200

Feb 20

Feb 21

Feb 22

Feb 23

Feb 24

1,000

2,000

3,000

4,000

Feb 20

Feb 21

Feb 22

Feb 23

Feb 24

Solana

BNB

Tether

Ethereum

Bitcoin

Tech Insights #320

Crypto

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Mergers & acquisitionsCorporate finance advisoryCapital raising

4 March 2024

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Overview

In this Tech Insights report we explore the crypto space. The first page highlights the top 5 coins by total market cap and the value traded from February 2020, along with notable events. The second page outlines the 11 bitcoin ETFs approved for trading by the Securities Exchange Commission (SEC) on 10 January 2024. On 12 February, the price of Bitcoin surpassed USD $50,000 for the first time since November 2021. This mainstream adoption by traditional institutions marks a step in the development of crypto as an asset class. Note all dollar values are in USD.

Top 5 cryptocurrencies by market cap (USD $bn)

Monthly value traded (USD $bn)

Solana

BNB

Tether

Other

Ethereum

Bitcoin

Bitcoin domain registered

2008

2009

Bitcoin white paper released

2011

Altcoins (alternative coins) launch

2014

First stablecoin Tether launches

2021

•Bitcoin market cap hits

•$1 trillion USD

•Dogecoin spikes ~1,850% from Jan to May peak

2023

•BlackRock and others file for Bitcoin and Ethereum ETFs

•Sam Bankman-Fried found guilty

Two pizzas purchased for 10,000 Bitcoin, marking an early commercial crypto transaction

2010

Bitcoin market cap hits

$1 billion USD

2013

Ethereum launches with proof of stake consensus protocol a as an alternative to Bitcoin’s proof of work

2015

FTX filed for bankruptcy and founder (Sam Bankman-Fried) arrested

2022

SEC approves spot-exchange trading for Bitcoin ETFs

2024

17,500

35,000

52,500

70,000

Feb 14

Feb 16

Feb 18

Feb 20

Feb 22

Feb 24

Tech Insights #320

Crypto

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Disclaimer The information in this report has been sourced from S&P Global Market Intelligence and CoinMarketCap. Clare Capital holds no responsibility over the actual numbers and is not an Authorised Financial Adviser. If you are making investment decisions, seek appropriate personalised financial advice.

Mergers & acquisitionsCorporate finance advisoryCapital raising

4 March 2024

Indexed returns of top 5 coins by market cap

Daily value traded for spot Bitcoin ETFs (USD $bn)

Bitcoin price over time (USD) – what are two pizzas worth now?

On May 22, 2010, two Papa John’s pizzas were purchased using 10,000 Bitcoin. At the time, the value of this amount of Bitcoin was ~$41. See call-outs below for the value of 10,000 Bitcoin at different points in time.

28 Feb 14:$5.49m

29 Feb 24:$611.98m

Indexed returns of S&P BDMI* vs. S&P 500 and NZX 50

Stablecoin

BNB

Solana

Ethereum

Bitcoin

Tether

*Cryptocurrency Broad Digital Market Index

11 Jan

18 Jan

25 Jan

1 Feb

8 Feb

15 Feb

22 Feb

29 Feb

6 others

Bitwise

Ark Invest/21Shares

Fidelity

Grayscale

BlackRock

300%

600%

900%

1,200%

Feb 20

Feb 21

Feb 22

Feb 23

Feb 24

S&P BDMI

S&P 500

NZX 50

1,000%

2,000%

3,000%

4,000%

May 20

Feb 21

Nov 21

Aug 22

May 23

Feb 24

‍

2021

2022

2023

2024

2021

2022

2023

2024

Tech Insights #319

Semiconductor industry

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Mergers & acquisitionsCorporate finance advisoryCapital raising

26 February 2024

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Overview

Since the start of 2021, NVIDIA’s market capitalisation has increased from USD $330b to $1,900b. This is the largest dollar increase of any company in the world over this period. This comes during a period where the aggregate value of the wider semiconductor industry has broadly stayed flat. NVIDIA’s outperformance of the industry relates to a material increase in its revenue and earnings margins, driven by an increase in data center revenue. “Nvidia’s chips underpin all of the most advanced AI systems, giving the company a market share estimated at more than 80%” (WSJ, Feb-2024). For the purpose of this report, we include companies that create materials used in the production of semiconductors.

100

200

300

400

500

600

2021

2022

2023

2024

US semiconductor industry by Enterprise Value USD $t

Share price index – largest semiconductor companies

Broadcom

Taiwan Semiconductor

ASML

Applied Materials

AMD

Non-US semiconductor industry by Enterprise Value USD $t

Taiwan Semiconductor

Rest of Taiwan

ASML (Netherlands)

China

Rest of world

Broadcom

Rest of USA

Intel

QUALCONN

Texas I.

Micron T.

As at 23 Feb

Tech Insights #319

Semiconductor industry

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Mergers & acquisitionsCorporate finance advisoryCapital raising

26 February 2024

Semiconductor industry comparators USD $b (companies from page one)

Company

Country

LTM revenue

LTM revenue growth

EBITDA

margin

EV/LTM

revenue

EV/NTM

revenue

EV/EBITDA

NVIDIA

USA

1,925

126%

57%

32x

18x

56x

Broadcom

USA

632

56%

18x

13x

31x

Taiwan Semiconductor

Taiwan

548

(9%)

67%

12x

ASML

Netherlands

366

34%

35%

12x

35x

AMD

USA

283

(4%)

17%

12x

11x

73x

Intel

USA

210

(14%)

18%

22x

QUALCOMM

USA

176

(16%)

30%

16x

Applied Materials

USA

162

31%

20x

Texas Instruments

USA

152

(13%)

48%

10x

18x

Micron Technology

USA

(40%)

78x

Median

246

(6%)

33%

27x

10%

20%

30%

40%

50%

60%

70%

80%

'14

'15

'16

'17

'18

'19

'20

'21

'22

'23

'24

Gross margin

EBITDA margin

'20

'21

'22

'23

'24

'20

'21

'22

'23

'24

Data center

Gaming

Other

NVIDIA has a January year end

NVIDIA: Revenue USD $b

NVIDIA: EBITDA USD $b

NVIDIA: Margins

‍

26 Feb