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%)

-

5%

Tech Insights #394

Gross margins: pre-COVID vs current

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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%)

-

5%

10%

15%

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Gross margins: pre-COVID vs current

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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

‍

Tech Insights #393

EA Sports – it’s in the game?

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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

-

25

50

75

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

-

5x

10x

15x

20x

25x

30x

35x

40x

-

1x

2x

3x

4x

5x

6x

7x

8x

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?

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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).

-

10

20

30

40

50

60

70

Electronic Arts Activision Blizzard

EV

LTM

revenue

-

10%

20%

30%

40%

50%

Electronic Arts Activision Blizzard

Revenue

growth

EBITDA

margin

29x

20x

7x 8x

-

5x

10x

15x

20x

25x

30x

Electronic Arts Activision Blizzard

EV /

EBITDA

EV /

Revenue

‍

-

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

‍

-

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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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

1%

5%

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%)

6%

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:

US

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%

8%

13%

21%

EV / LTM rev

9.1x

3.7x

5.9x

10.4x

Revenue growth (LTM)

17%

10%

17%

24%

Operating margin

(2%)

(9%)

2%

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%

4%

12%

19%

EV / LTM rev

9.8x

3.4x

6.6x

15.1x

Revenue growth (LTM)

13%

4%

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.

‍

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

A

C

Tech Insights #390

Index composition

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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)

-

5%

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%

2.0%

2.1%

2.2%

2.8%

3.7%

3.8%

4.5%

-

2%

4%

6%

8%

1.7%

1.7%

1.8%

2.3%

2.6%

2.9%

3.9%

6.3%

6.9%

7.7%

-

2%

4%

6%

8%

27%

38%

4%

4%

4%

5%

6%

6%

6%

10%

18%

8%

5%

2%

11%

8%

3%

8%

10%

8%

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

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ASX 300 – Top 10 (Aug 2025)

NZX 50 – Top 10 (Aug 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.

2.0%

2.5%

2.8%

3.6%

3.7%

3.7%

4.7%

4.7%

7.8%

10.2%

-

5%

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%

6%

4%

1%

2%

2%

2%

2%

4%

0%

0.3%

24%

18%

7%

6%

1%

2%

2%

3%

8%

18%

17%

16%

-

5%

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%

-

5%

10%

15%

-

-

-

‍

Tech Insights #389

Employee efficiency

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22 September 2025

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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

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.

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

NZ

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

EA

Datadog

Veeva

HubSpot

Zscaler

CoStar

GoDaddy

Trade Desk

Tyler Tech.

Pinterest

Okta

Trimble

WiseTech

DocuSign

Zoom

Zillow

Snap

Twilio

Xero

CAR Group

Codan

Nuix

Vista

Bill

Visa

Yelp

Workday

-

10%

20%

30%

40%

50%

(5%)

-

5%

10%

15%

20%

25%

30%

S&M / revenue

Revenue growth

Tech Insights #388

Sales and Marketing (S&M) spend

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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

NZ

AUS

Tech Insights #388

Sales and Marketing (S&M) spend

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Mergers & acquisitionsCorporate finance advisoryCapital raising

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Xero

Intuit

Workday

-

5%

10%

15%

20%

25%

30%

35%

FY23

FY24

FY25

S&M / revenue

Revenue growth

-

5%

10%

15%

20%

25%

30%

35%

FY23

FY24

FY25

S&M / revenue

Revenue growth

-

5%

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

‍

Uber AirBnB Netflix Deutsche Bank Microsoft SAP Vanguard AWS Adobe Canva

‍

(50)

-

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

-

10

20

30

40

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

-

5x

10x

15x

20x

25x

30x

35x

40x

-

20

40

60

80

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

clarecapital.co.nz/tech-insights

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

9

20

31

-

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

16

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%

6%

11%

5%

-

4%

8%

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

0

Foodservice

0

Ingredients

0

-

1

2

3

4

5

6

7

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

‍

FY22

FY24

Change ($m)

(8)

(9)

(17)

4

4

(12)

(3)

(7)

(31)

20

-

(32)

(47)

(28)

2

126

(83)

209

(50)

-

50

100

150

200

-

1

2

3

4

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)

6

109

(92)

201

(50)

-

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%

15%

1%

(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)

-

50

100

150

200

250

FY22

FY23

FY24

FY25*

Other

EMEA

North America

ANZ

Rest of Asia

Greater China

Comvita net debt (NZD $m)

26

53

80

63

-

20

40

60

80

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

x

=

$4.2m

Value of Comvita’s bee assets

0.6 cents

per bee

‍

-

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

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

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

-

5x

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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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

18 August 2025

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

Technology One

+

CAR Group

CAR Group

‍

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.

-

5

10

15

20

25

30

-

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

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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)

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.

Company size

Count

Size range $b

1st quartile

Median

3rd quartile

Large

38

> 1.0

15%

27%

35%

Mid

87

0.1 – 1.0

27%

43%

73%

Small

74

< 0.1

15%

37%

77%

Company size

Count

Size range $b

1st quartile

Median

3rd quartile

Large

49

> 10

16%

27%

39%

Mid

148

1 - 10

11%

24%

46%

Small

77

< 1

17%

34%

55%

$3b – $40b

$30b – $100b

120% - 1,500%

120% - 310%

‍

Tech Insights #382

Debt funding an acquisition

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

4 August 2025

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Subscribe and see previous reports at Funding / flow

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

46

80

26

(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

8%

Entry / exit multiple

6x EBITDA

Revenue growth

10%

EBITDA margin

10%

Corporate tax rate

28%

39

(40)

80

19

(20)

1MoM = Money-on-Money

Tech Insights #382

Debt funding an acquisition

Page 2 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

4 August 2025

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

Summary

Funding

MoM (x)

IRR (%)

Base scenario

Downside scenario

60

20

40

60

20

40

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)

42

17

(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)

42

10

(20)

‍

Tech Insights #381

Vista Group

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

28 July 2025

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Subscribe and see previous reports at -

10

20

30

40

50

60

-

25

50

75

100

125

150

FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

FY24

Total revenue

Global box office revenue

-

1x

2x

3x

4x

5x

6x

Jul 14

Jul 15

Jul 16

Jul 17

Jul 18

Jul 19

Jul 20

Jul 21

Jul 22

Jul 23

Jul 24

Jul 25

-

5%

10%

15%

20%

25%

30%

-

25

50

75

100

125

150

FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

FY24

Overview

New Zealand cinema company Vista Group’s FY25 result highlights the continued progress in its SaaS strategy. Recurring revenue, which comprises of SaaS and non-SaaS revenues, now making up close to 90% of the total revenue and grew 8.5% over the last 12 months. While EBITDA margins remain below historic highs, due to investment in product and platform, Vista’s shift to subscription-based models continues to gain traction.

Vista Group Limited (VGL)

Valuation multiple (EV / NTM revenue)

Revenue

Vista total revenue (LHS) v Global box office (RHS)

December year end

4.6x

Total revenue

Recurring revenue

Non-recurring revenue

EBITDA margin

NZD $b

2 Box Office Mojo by IMDB.com Inc as at 25 July 2025

2

NZD $m

December year end

1 FY20 had negative EBITDA margin

1

NZD $m

FY23

FY24

Recurring revenue

124.0

134.6

Non-recurring revenue

19.0

15.4

Total revenue

143.0

150.0

Total revenue growth

5.8%

4.9%

Gross profit

89.7

89.7

EBITDA

13.3

21.6

EBITDA margin

9.3%

14.4%

Develops software and data analytics tools for the global film industry. Covering cinema management, ticketing, distribution, marketing, and box-office reporting.

Exchanges

NZX and ASX

Market cap.

$836m (25 July 2025)

NZD $m

-

50%

100%

150%

200%

250%

300%

Jul 20

Jan 21

Jul 21

Jan 22

Jul 22

Jan 23

Jul 23

Jan 24

Jul 24

Jan 25

Jul 25

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Vista Group

Mergers & acquisitionsCorporate finance advisoryCapital raising

28 July 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.

Price index for selected companies and indices (last five years)

Comparator metrics for selected companies as at 25 July 2025 (NZD $m)

Company

Based

Description

Enterprise value

LTM revenue

LTM EBITDA

LTM revenue growth

EV/NTM revenue

2 year share price

change

5 year share price

change

Vista Group

NZ

Cinema management and analytics software.

845

150

24

5%

4.6x

90%

173%

Xero

NZ

Cloud-based accounting for small businesses.

31,014

2,102

645

23%

10.8x

46%

98%

Gentrack

NZ

Utility billing and customer management software.

1,079

223

32

19%

4.4x

133%

713%

Serko

NZ

Corporate travel and expense management software.

293

88

1

29%

2.3x

(29%)

(20%)

EVT

AU

Entertainment and cinema (EVENT Cinemas) operator.

4.160

1,313

307

(1%)

2.8x

31%

115%

LTM = Last 12 months, NTM = Next 12 months, EBITDA= Earnings Before Interest, Taxes, Depreciation & Amortisation

Vista Group’s share price has outperformed Xero, Serko, ASX200 and the NZX50 (price return) over the last five years. This period starts in July 2020, shortly after the panic selling of stock due to the COVID-19 pandemic. Vista Group recorded its lowest share price in April 2020, due to cinemas around the world closing their doors for a period.

ASX200

NZX50

‍

Tech Insights #380

Xero’s acquisition of Melio

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

21 July 2025

Deal structure, funding, and implied valuation

USD values from investor presentation are converted at NZD / USD $0.6

Xero and Melio FY25 P&L summary

clarecapital.co.nz/tech-insights

Subscribe and see previous reports at On 25 June, Xero announced plans to acquire US-based Melio for an upfront consideration of USD $2.5bn (NZD $4.2bn). Founded in 2018, Melio is a B2B platform that helps small to medium businesses (SMBs) manage accounts payable and receivable workflows. Serving 80,000 customers, it offers multiple payment methods and integrates with accounting software. The acquisition will allow Xero customers to pay bills without leaving the Xero platform. It will be Xero’s largest transaction to date and represents around 16% of Xero’s enterprise value. This acquisition is a strategic play for Xero with CEO Singh Cassidy noting that it “enables a step change in North America scale”.

Overview

Item

Units

EV

NZD $m

29,312

4,177

Customers

000s

4,414

80

ARPU

NZD

45

437

Total revenue

NZD $m

2,103

257

YoY growth

%

23%

43%

Gross profit

NZD $m

1,872

49

Gross margin

%

89%

19%

EBITDA

NZD $m

638

(127)

Free cash flow

%

507

(154)

Rule of 40**

%

44%

(20%)

•

Melio is valued at 16% of Xero

•

Melio currently generates 12% of Xero’s revenue

•

But Melio has only 3% of Xero’s gross profit (given a much lower gross margin)

•

Melio has significant cash burn which will impact Xero’s free cash flow and rule of 40

31 March year end

**sum of revenue growth and free cash flow margin

*Includes NZD $95m of transaction fees

Deal structure

NZD $m

Upfront

4,177

Contingent consideration payable to Melio employees

833

Total consideration

5,010

Upfront consideration funding sources

NZD $m

1)Institutional placement (fully underwritten)

2,005

2)Scrip issued to Melio shareholders

593

3)Revolving credit facility

667

4)Existing cash from Xero's balance sheet

1,007

Total funding

4,272*

Implied Melio valuation

Consideration

type

Melio EV

(NZD $m)

Melio FY25 revenue (NZD $m)

EV / revenue (x)

Upfront

4,177

257

16.3x

Total

5,010

257

19.5x

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Xero’s acquisition of Melio

Mergers & acquisitionsCorporate finance advisoryCapital raising

21 July 2025

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

-

100

200

300

FY25

FY25 combined

Xero

Melio

Melio revenue types (USD $m)

-

20

40

60

80

100

120

140

160

FY21

FY22

FY23

FY24

FY25

Subscriptions

Float

Transactions

1)Subscriptions – monthly revenue to use platform (introduced Sep 2024)

2)Float – income earned on funds held

3)Transactions – variable charges based on transaction volume

Melio clip rate on transactions

-

0.1%

0.2%

0.3%

0.4%

0.5%

-

10

20

30

40

50

FY21

FY22

FY23

FY24

FY25

Total payment volume (USD $bn)

Clip rate (transaction revenue /total payment volume)

Xero’s US revenue (USD $m)

Acquired cloud-based invoice lending platform for $57m

Acquired

e-invoicing network infrastructure and service provider for $18m

Acquired US cloud based inventory management provider for $14m

Acquired cloud-based reporting, insights and analytics platform for $70m

Acquired Canadian tax preparation software for $55m

Pending acquisition of US SMB accounts payable platform for $2,506m

Xero notable M&A transactions (USD $m)

Aug 20

Mar 21

Mar 21

Nov 21

Dec 21

Sep 24

Jun 25

Acquired workforce management platform for $209m

LOCATE

Note FY presented ending 31 March

‍

Tech Insights #379

Choc-onomics

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

14 July 2025

This Tech Insights report unwraps the global chocolate industry and spotlights the iconic Swiss chocolate company, Lindt & Sprüngli. Switzerland consumes more chocolate per capita than any other country and is home to several premium chocolate brands.

Overview

Top annual chocolate consumption (kg per capita)

Source: StatInvestor

8.8

8.1

7.9

7.9

7.6

6.6

6.5

5.8

5.7

5.6

5.4

5.2

5.1

5.0

4.9

4.9

4.9

4.8

4.4

4.3

-

2.5

5.0

7.5

10.0

Switzerland

Austria

Germany

Ireland

UK

Sweden

Estonia

Norway

Poland

Belgium

Finland

Slovakia

Netherlands

New Zealand

Denmark

Australia

Czechia

Russia

USA

France

Annual consumption per capita (kg)

Extreme weather events, strong global demand and supply chain issues have driven cocoa prices to record highs over the past two years, with current prices still over double the long-term average.

Global cocoa prices (USD $ per kg)

Europe

Oceania

North America

-

4

8

12

Jul 20

Jul 21

Jul 22

Jul 23

Jul 24

Jul 25

USD $ / kg

Annually, Côte d’Ivoire in West Africa produces over 40% of the world’s cocoa supply.

Global cocoa production

-

20%

40%

60%

80%

100%

Côte d'Ivoire

Ghana

Ecuador

Nigeria

Indonesia

Other

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Tech Insights #379

Choc-onomics

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

Listed confectionary company metrics (NZD $m)

Lindt & Sprüngli raised product prices by 6% in 2024 and has signalled further increases in 2025 to offset rising cocoa prices.

Lindt & Sprüngli margins

Lindt & Sprüngli revenue by geographic segment (NZD $b)

45%

51%

46%

46%

47%

48%

37%

41%

41%

39%

12%

13%

13%

13%

5.8

7.1

8.2

9.4

10.3

-

5

10

2020

2021

2022

2023

2024

Rest of the World

North America

Europe

Year end Dec

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Location

Key brands

Enterprise value

LTM

revenue

LTM revenue growth

Gross profit margin

EBITDA margin

Revenue multiple

EBITDA multiple

LTM share price change

Nestlé

Switzerland

KitKat, Aero, Rolo

522,515

171,519

(2%)

47%

21%

3.0x

14.4x

(17%)

Mondelez

United States

Cadbury, Toblerone

177,565

61,431

1%

32%

16%

2.9x

17.5x

3%

Hershey

United States

Hershey’s, Reese’s

63,976

18,119

(6%)

41%

24%

3.5x

14.8x

(12%)

Lindt & Sprüngli

Switzerland

Lindt, Ghirardelli

63,820

10,267

5%

41%

22%

6.2x

28.8x

22%

Lotte

South Korea

Pepero, Choco Pie

15,626

18,866

1%

25%

8%

0.8x

10.3x

38%

Meiji

Japan

Meiji

9,775

12,753

4%

29%

12%

0.8x

6.3x

(15%)

Median

63,898

18,492

1%

36%

19%

3.0x

14.6x

(5%)

36%

40%

41%

42%

41%

17%

20%

20%

21%

22%

-

10%

20%

30%

40%

2020

2021

2022

2023

2024

Gross profit margin

EBITDA margin

‍

-

2.5x

5.0x

7.5x

10.0x

12.5x

15.0x

17.5x

20.0x

22.5x

25.0x

Jun 20

Dec 20

Jun 21

Dec 21

Jun 22

Dec 22

Jun 23

Dec 23

Jun 24

Dec 24

Jun 25

7.2x

Tech Insights #378

Cloud Index as at 30 June 2025

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Overview

This report looks at valuation multiples for cloud companies publicly listed in the United States, Australia and New Zealand. After a weaker March quarter, both indices rebounded through June. The US Cloud Index increased to 7.2x EV/NTM revenue, up 19% from March, while the ANZ Cloud Index rose to 7.6x, an 11% lift over the quarter. The US Cloud index remains below its five-year average of 10.3x, while the ANZ Cloud Index finished above its five-year average of 7.4x.

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

ANZ Cloud Index

Average

12MMA

Jun 25

7.6x

7.1x

Mar 25

6.8x

7.0x

Change

11%

1%

Jun 24

6.9x

6.2x

Change

10%

14%

US Cloud Index

Average

12MMA

Jun 25

7.2x

6.6x

Mar 25

6.1x

6.4x

Change

19%

3%

Jun 24

6.0x

6.3x

Change

21%

4%

Note: Indices are calculated using a simple average (equal weighting), with the ANZ index (25 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:

US

ANZ

Average

12MMA

5yr avg

7.4x

7.6x

10.3x

-

5.0x

10.0x

15.0x

20.0x

Jun 20

Jun 21

Jun 22

Jun 23

Jun 24

Jun 25

-

10.0x

20.0x

30.0x

40.0x

Jun 20

Jun 21

Jun 22

Jun 23

Jun 24

Jun 25

75th percentile

Median

25th percentile

Tech Insights #378

Cloud Index as at 30 June 2025

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US cloud companies NTM revenue multiple

ANZ cloud companies NTM revenue multiple

8.2x

5.4x

3.4x

11.4x

5.2x

2.8x

US cloud companies

25th

75th

30 Jun 2025

Average

percentile

Median

percentile

EV (NZD $m)

44,852

4,411

9,635

29,789

EV / NTM rev

7.2x

3.4x

5.4x

8.2x

Revenue growth (NTM)

14%

5%

13%

20%

EV / LTM rev

8.8x

3.8x

6.1x

10.0x

Revenue growth (LTM)

17%

9%

17%

25%

Operating margin

(1%)

(9%)

(0%)

11%

ANZ cloud companies

25th

75th

30 Jun 2025

Average

percentile

Median

percentile

EV (NZD $m)

8,174

704

1,844

12,471

EV / NTM rev

7.6x

2.8x

5.2x

11.4x

Revenue growth (NTM)

12%

4%

10%

19%

EV / LTM rev

9.1x

2.9x

5.7x

13.5x

Revenue growth (LTM)

10%

4%

8%

15%

Operating margin

26%

15%

30%

38%

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.

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

‍

Tech Insights #377

Software margins

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Overview

This Tech Insights report looks at margins for software/SaaS companies. We compare EBITDA, EBIT and net income margins for a group of global and ANZ software companies. There is a clear trend for most of these organisations between the three margins, with a step down from EBITDA to EBIT to net income. EBITDA is a good proxy for cash generation on average, but viewed in isolation, EBITDA can overstate cash generation for software companies with extensive capital expenditure.

Software company: margin analysis

(30%)

(20%)

(10%)

-

10%

20%

30%

40%

50%

60%

EBITDA margin

EBIT margin

Net income margin

Global companies

ANZ companies

D&A (100%)

Income tax (85%), Interest (10%), other (5%)

Example: Split in margins for Microsoft

-

5%

10%

15%

20%

25%

30%

Intangible asset amortisation

Leased asset depreciation

Physical asset depreciation

Tech Insights #377

Software margins

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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.

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Depreciation & Amortisation as a portion of revenue (D&A margin)

-

5%

10%

15%

20%

25%

30%

<100m Rev

100m-500m Rev

500m-2b Rev

2b+ Rev

Median D&A margin for software companies

Overview

FactSet defined “packaged software” companies.

~700 companies.

Groupings split by LTM revenue.

Global companies

ANZ companies

D&A split out for NZ based companies

‍

-

100

200

300

400

500

600

700

800

-

50

100

150

200

250

Tech Insights #376

Software company EBITDA

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Overview

This Tech Insights report looks at EBITDA for software/SaaS companies. Earnings Before Interest, Tax, Depreciation & Amortisation (EBITDA) is used as a proxy for operating cash generated by a company. EBITDA isn’t a perfect indicator of cash generation/profitability, especially for companies with significant capital expenditure spend, but is a useful metric for understanding the financial performance of a company. This report looks at the 10 largest software companies and a group of ANZ based software companies, with the criteria shown on page two. Note, there may be differences in how FactSet calculates EBITDA for different companies.

Largest 10 software companies EBITDA (NZD $b)

ANZ software companies EBITDA (NZD $m)

Largest 10 software companies EBITDA margin

ANZ software companies EBITDA margin

Tencent

Oracle

IBM

Salesforce

SAP

Others

Microsoft

Xero

WiseTech

HUB24

Iress

Bravura

NZ based*

Others

*Serko, Vista, Gentrack, EROAD

-

10%

20%

30%

40%

50%

60%

5 years ago

Current

-

10%

20%

30%

40%

50%

60%

5 years ago

Current

Note: negative EBITDA margins are not shown

-

10x

20x

30x

40x

50x

60x

70x

2023

2024

2025

-

5x

10x

15x

20x

25x

30x

2023

2024

2025

Tech Insights #376

Software company EBITDA

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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.

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Largest 10 software companies LTM EBITDA growth

ANZ software companies LTM EBITDA growth

Largest 10 software companies EV/LTM EBITDA

ANZ software companies EV/EBITDA

Criteria

Largest 10 software companies: Size based on EV, are identified as “packaged software” companies by FactSet.

ANZ software companies: Based in ANZ with an EV > NZD $200m and identified as “packaged software” companies by FactSet (18 companies).

Value weighted

Microsoft

Median

Xero

Value weighted

Median

-

10%

20%

30%

40%

50%

-

10%

20%

30%

40%

50%

+

+

Note: Serko had negative EBITDA in the previous period

‍

-

100

200

300

400

FY21

FY22

FY23

FY24

Total Revenue

Gross profit

EBITDA*

Tech Insights #375

Tait Communications

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Overview

Tait Communications is a Christchurch-based designer and manufacturer of radio communication products for emergency services and industry applications. Its shareholders are Japanese multinational JVCKenwood and majority owner the Tait Foundation - an initiative set up to support STEM education in New Zealand honouring founder Sir Angus Tait’s legacy. It has grown into a private business of considerable scale, driven recently through acquisitions. Page 1 gives a financial overview and page 2 dives into recent M&A activity including a proposed takeover of NZX-listed company Vital. Tait Communications’ June year-end financials are available through the New Zealand Companies Office.

Cash generation (NZD $m)

Profit and loss summary (NZD $m)

Debt funding profile (NZD $m)

Operations overview

RFI acquisition contributed to major step up in FY24.

-

10

20

30

40

FY21

FY22

FY23

FY24

Free cash flow to the firm(excl. acquisitions)

(60)

(40)

(20)

-

20

40

60

80

FY21

FY22

FY23

FY24

Total debt

Cash

Net debt

Strong cash generation and no debt could position Tait to debt fund acquisitions.

Broadband radio solutions

Worker safety technology

Voice and data systems

*presented after cash lease costs

Proposed takeover of Vital (NZX: VTL)

-

10

20

30

40

FY21

FY22

FY23

FY24

Revenue

EBITDA

Capital expenditure

Tech Insights #375

Tait Communications

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Wired

Predominantly Auckland and Wellington based fibre optic networks for wholesale broadband connections.

Wireless

Mobile radio network for use cases in utilities and emergency services.Key customer: Vital service Hato Hone St John’s network for ambulances and event health services.

Operating segments

Takeover details

Proposed offer

Offer price (per share)

$0.45

Offer price (per employee option)

$0.13

Shares outstanding

41.5m

Option outstanding

1.1m

Total equity value

$18.8m

Select financials ($m)

RFI acquisition (Feb 2024)

Consideration

$m

Assets acquired & liabilities assumed

$m

Cash

45.9

Cash

16.5

Deferred payment

12.6

Inventory

37.3

Estimated earnout (assumed to be paid in full)

8.2

PPE

7.5

Other assets less liabilities assumed

9.7

Total consideration

66.7

Total identifiable assets

70.9

Tait Communications’ acquisition of RFI Technology showed a unique target asset base comprised of predominantly working capital items with the majority of the identifiable assets being inventory.

M&A history – other transactions

Sep 2014

Dec 2018

Feb 2025

Acquired Analogue & digital communications business and long-time partner SGM Telecomunicaçõcoes

Brazil

Acquired Video technology company m-View specialising in body-worn cameras

Australia

Sold 40% stake of Tait Communications to JVCKenwood

Japan

Disclaimer The information provided in this report has been sourced and calculated from the Companies Office, NZX 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.

Tait Communications recognised a bargain purchase gain of $4.2m (identifiable assets less consideration).

Tait Communications has lodged notice of its intention to acquire all of the shares in NZX-listed company Vital. Tait’s deadline to make a formal offer is 4 July 2025.

Implied enterprise value

$m

Equity value

18.8

Bank loans

12.6

Bank overdraft

1.0

Cash

0.0

Total enterprise value (Net debt as at 31 Dec 2024)

32.4

‍