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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

clarecapital.co.nz/tech-insights

Page 2 of 2

Subscribe and see previous reports at Tech Insights #385

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

25 Aug
2025
#
385
-
Honey talks Comvitas bees-ness

-

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

Page 2 of 2

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

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

18 Aug
2025
#
384
-
ANZ tech company performance

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)

clarecapital.co.nz/tech-insights

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

clarecapital.co.nz/tech-insights

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

ASX acquisitions (NZD $b)

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

NYSE acquisitions (NZD $b)

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%

11 Aug
2025
#
383
-
Acquisition premiums for listed companies

Tech Insights #382

Debt funding an acquisition

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

4 August 2025

clarecapital.co.nz/tech-insights

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

clarecapital.co.nz/tech-insights

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

Summary

Funding

MoM (x)

IRR (%)

Base scenario

Downside scenario

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)

4 Aug
2025
#
382
-
Debt funding an acquisition

Tech Insights #381

Vista Group

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

28 July 2025

clarecapital.co.nz/tech-insights

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

clarecapital.co.nz/tech-insights

Page 2 of 2

Subscribe and see previous reports at Tech Insights #381

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

28 Jul
2025
#
381
-
Vista Group

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

clarecapital.co.nz/tech-insights

Page 2 of 2

Subscribe and see previous reports at Tech Insights #380

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

21 Jul
2025
#
380
-
Xero's acquisition of Melio

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

clarecapital.co.nz/tech-insights

Subscribe and see previous reports at Source: International Cocoa Organization

Tech Insights #379

Choc-onomics

Page 2 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

14 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.

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

clarecapital.co.nz/tech-insights

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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

14 Jul
2025
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379
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Choc-onomics

-

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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Mergers & acquisitionsCorporate finance advisoryCapital raising

7 July 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.

7 Jul
2025
#
378
-
Cloud Index as at 30 June 2025

Tech Insights #377

Software margins

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Mergers & acquisitionsCorporate finance advisoryCapital raising

30 June 2025

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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.

Mergers & acquisitionsCorporate finance advisoryCapital raising

30 June 2025

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

30 Jun
2025
#
377
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Software margins

-

100

200

300

400

500

600

700

800

-

50

100

150

200

250

Tech Insights #376

Software company EBITDA

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Mergers & acquisitionsCorporate finance advisoryCapital raising

23 June 2025

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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.

Mergers & acquisitionsCorporate finance advisoryCapital raising

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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

23 Jun
2025
#
376
-
Software company EBITDA

-

100

200

300

400

FY21

FY22

FY23

FY24

Total Revenue

Gross profit

EBITDA*

Tech Insights #375

Tait Communications

Page 1 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

16 June 2025

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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

Page 2 of 2

Mergers & acquisitionsCorporate finance advisoryCapital raising

16 June 2025

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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

16 Jun
2025
#
375
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Tait Communications

Tech Insights #374

NZ D2R investment platforms

Mergers & acquisitions

Corporate finance advisory

Capital raising

9 June 2025

-

2

4

6

8

10

12

Mar 21

Mar 22

Mar 23

Mar 24

Mar 25

-

100

200

300

400

500

Mar 21

Mar 22

Mar 23

Mar 24

Mar 25

-

10

20

30

40

50

60

70

80

90

Mar 17

Mar 19

Mar 21

Mar 23

Mar 25

-

100

200

300

400

500

600

700

800

Mar 17

Mar 19

Mar 21

Mar 23

Mar 25

Page 1 of 2

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Overview

NZ Direct-to-retail (D2R) investment platforms, such as Sharesies and InvestNow, have revolutionised investing, making investing accessible to everyday individuals with smaller amounts of money. Since their respective launches, Sharesies and InvestNow have experienced significant growth, attracting new investors as well as competitor platforms such as Kernel and Hatch. This Tech Insights report analyses self-reported assets under administration (AUA) and account figures from each of the selected D2R platforms, charting their growth over time. We also explore valuation and other financial metrics from comparable transactions and publicly listed companies.

KiwiSaver members (000s)

Approx. 1% of Sharesies investor base are in their KiwiSaver scheme, suggesting upside potential.

KiwiSaver AUA (NZD $m)

Total platform AUA (NZD $b)

Investor accounts (000s)

Average investor balance ($000s)

InvestNow and Kernel have 30,000 and 20,000 accounts respectively.

Average KiwiSaver balance ($000s)

Sharesies

InvestNow

Hatch

Kernel

InvestNow was first to launch KiwiSaver. Data sourced from Morningstar surveys.

Average balance is interpolated from reported AUA and investor accounts.

-

1

2

3

4

Mar 17

Mar 19

Mar 21

Mar 23

Mar 25

-

20

40

60

80

100

120

Mar 21

Mar 22

Mar 23

Mar 24

Mar 25

Tech Insights #374

NZ D2R investment platforms

Mergers & acquisitions

Corporate finance advisory

Capital raising

9 June 2025

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Platform comparison

Launch date

Primary revenue model

Interest bearing

Managed funds (PIEs)

KiwiSaver

Equities

Major shareholders

Last transaction

Jun 17

Brokerage, exchange and subscription fees

Interest bearing savings account

13 funds across six managers

Managed fund and pick-and-mix NZ shares

NZ, AU and US shares and ETFs

Founders, TradeMe, Amplo, staff and others

$50m capital raise at $450m pre-money valuation (Jan22)

Mar 17

Management fees on AUA

Term deposits from six major banks

150+ diversified / single sector funds

40+ diversified / single sector funds

-

100% owned by Apex Group

Sold to Apex Group for an undisclosed sum (Nov22)

Sept 19

Management fees on AUA, exchange and subscription fees

Interest bearing savings account

25 in-house funds

18 in-house funds to choose from

US shares and ETFs only

Founders, Zino Ventures, staff and others

$3m capital raise at $42m pre-money valuation (Nov23)

Sept 18

Brokerage and exchange fees

-

-

-

US shares and ETFs only

75% FNZ and 25% Jarden

Acquired Jarden Direct for $50m cash and $30m in equity (Jul22)

Page 2 of 2

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

Selected comparable valuation metrics (6 June, native currency)

Target/Company (Acquirer/Ticker)

Comparable type

Relevant date

Enterprise value (EV) ($m)

Assets under admin (AUA) ($bn)

Investor accounts (000s)

EV / AUA

EV / accounts

E*TRADE (Morgan Stanley)

Acquisition

20 Feb 2020

12,693

360

5,200

3.5%

2,441

Envestnet (Private Group)

Acquisition

11 Jul 2024

4,360

6,000

20,000

0.1%

218

Spaceship (eToro)

Acquisition

26 Sep 2024

80

2

200

5.3%

400

SelfWealth (Syfe)

Acquisition

7 May 2025

55

12

129

0.5%

426

Hatch (FNZ)

Acquisition

4 Oct 2021

40

2

130

2.0%

308

Charles Schwab (SCHW-US)

Listed company

As at 6 Jun

147,866

9,892

44,838

1.5%

3,298

Robinhood (HOOD-US)

Listed company

As at 6 Jun

64,805

221

25,800

29.3%

2,512

eToro (ETOR-US)

Listed company

As at 6 Jun

5,087

17

3,500

30.6%

1,454

Tiger Brokers (TIGR-US)

Listed company

As at 6 Jun

1,150

42

1,092

2.8%

1,053

Median (all)

2.8%

1,053

Average (all)

8.4%

1,345

9 Jun
2025
#
374
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NZ D2R investment platforms

IPO date

13 May 2025

IPO price (expected range)

$52 ($46 -$50)

Opening share price

$69.69 (34% ↑ IPO)

# shares (primary / secondary)

6.0m / 6.0m

# overallotment shares

1.8m

IPO proceeds

$713m

IPO valuation

$4.3b

2021 SPAC valuation (range)

$8.8b -$10.4b

Tech Insights #373

eToro IPO

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Mergers & acquisitionsCorporate finance advisoryCapital raising

26 May 2025

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This Tech Insights report looks at eToro, which had an oversubscribed IPO earlier this month (13 May). eToro operates a trading platform that allows users to trade stocks, cryptocurrencies and other assets, and has a social trading feature that allows users to replicate the strategies of top traders. eToro generates revenue primarily through trading fees charged on user transactions and interest earned from margin positions and uninvested funds. eToro initially tried to list via a special purpose acquisition company (SPAC) in 2021, but the deal fell through. This report analyses eToro’s performance to date and compares it with other listed trading platforms.

Overview

ETOR:NASDAQ IPO details

Active users by region (Dec 24)

70%

16%

10%

4%

Europe and UK

Asia Pacific

Americas

Middle East and Africa

Active users

(Dec 24)

3.5m

-

1

2

3

4

Mar 22

Sept 22

Mar 23

Sept 23

Mar 24

Sept 24

eToro has over 40m registered users, however only 3.5m users are active (funded accounts).

Active users (millions)

Assets under administration (USD $b)

5.8

9.6

16.6

-

5

10

15

20

Dec 22

Dec 23

Dec 24

Average trade size (USD $)

Number of trades per quarter (millions)

-

100

200

300

400

Q1

Q2

Q32022

Q4

Q1

Q2

Q32023

Q4

Q1

Q2

Q32024

Q4

Equities, currencies & commodities

Crypto

50

100

150

200

Q1

Q2

Q32022

Q4

Q1

Q2

Q32023

Q4

Q1

Q2

Q32024

Q4

Equities, currencies & commodities

Crypto

Q3

Q3

Q3

2022

2023

2024

Q3

Q3

Q3

2022

2023

2024

Source

SPAC investor presentation

IPO prospectus

Tech Insights #373

eToro IPO

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Mergers & acquisitionsCorporate finance advisoryCapital raising

26 May 2025

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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.

Trading platform company metrics (USD $m)

eToro net revenue by segment (USD $m)

Company

IPO date

Enterprise value

LTM revenue

LTM revenue growth

EBITDA margin

Revenue multiple

EBITDA multiple

LTM share price Δ

Share price Δ since IPO

First-day return (IPO pop)

Coinbase

Apr 2021

67,636

6,914

48%

25%

9.8x

38.9x

20%

5%

31%

Interactive Brokers

May 2007

55,065

9,528

15%

85%

5.8x

6.8x

66%

588%

4%

Robinhood

Jul 2021

53,923

3,278

60%

42%

16.5x

39.5x

228%

66%

(8%)

Futu

Mar 2019

14,735

1,742

36%

61%

8.5x

13.8x

51%

831%

28%

eToro

May 2025

4,835

837

42%

36%

5.8x

15.9x

-

26%

29%

Tiger Brokers

Mar 2019

1,327

392

44%

38%

3.4x

9.0x

115%

9%

37%

Median

34,329

2,510

43%

40%

7.1x

14.9x

66%

46%

28%

eToro annual net revenue (USD $m) and EBITDA margin*

67%

55%

42%

11%

10%

25%

13%

26%

23%

8%

9%

10%

-

200

400

600

800

2022

2023

2024

eToro Money,subscriptions & other

Net interest

Net trading (crypto)

Net trading (equities,currencies & commodities)

December year end.

(17%)

40%

50%

4%

17%

(7%)

20%

36%

(20%)

-

20%

40%

60%

80%

(200)

-

200

400

600

800

2016

2017

2018

2019

2020

2022

2023

2024

Net revenue (LHS)

EBITDA margin (RHS)

*EBITDA margin includes net interest on users’ funds.

26 May
2025
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373
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eToro IPO

18%

29%

28%

22%

23%

23%

19%

22%

30%

31%

-

10%

20%

30%

40%

50%

60%

FY21

FY22

FY23

FY24

FY25

Revenue growth

EBITDA margin

Tech Insights #372

Xero 2025

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Mergers & acquisitionsCorporate finance advisoryCapital raising

19 May 2025

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Overview

NZ accounting software provider Xero recently published its financial results for FY25. Revenue growth of 23% and an EBITDA margin of 31% maintain Xero’s status as a top performing tech company. It’s also notable that Xero posted NZD $2b in revenue for the first time and is the highest valued New Zealand company that is listed. On page two we compare Xero to a group of global accounting software providers.

Xero valuation multiple

Xero revenue (NZD $m)

-

1

2

3

4

FY21

FY22

FY23

FY24

FY25

RoW

North America

UK

NZ

AUS

-

500

1,000

1,500

2,000

FY21

FY22

FY23

FY24

FY25

Xero subscribers (millions)

Xero rule of 40

-

10x

20x

30x

Jan 20

Jan 21

Jan 22

Jan 23

Jan 24

Jan 25

EV/Revenue

March year end

56% of FY25 revenue is from ANZ

-

50%

100%

150%

200%

250%

2020

2021

2022

2023

2024

2025

Tech Insights #372

Xero 2025

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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

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Share price index for listed accounting software providers

Comparator metrics for listed accounting software providers (NZD $m)

Company

Based

Description

EV

Revenue

5 yr revenue growth

LTM revenue growth

LTM EBITDA

EV/LTM Revenue

EV/LTM EBITDA

Intuit

USA

Financial management and accounting software (QuickBooks).

330,579

28,610

164%

16%

28%

12x

41x

Workday

USA

Cloud-based financial and HR management software.

116,811

14,026

155%

19%

10%

8x

86x

Sage

UK

Cloud-based financial and HR management software.

30,543

5,205

36%

12%

25%

6x

23x

Xero

NZ

Cloud-based accounting for small businesses.

29,304

2,103

193%

23%

31%

14x

45x

Median

73,677

9,616

159%

18%

27%

10x

43x

EV = Enterprise Value, LTM = Last 12 months, EBITDA= Earnings Before Interest, Taxes, Depreciation & Amortisation

19 May
2025
#
372
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Xero 2025

Overview

The 'Rule of X' is emerging as a modern adaptation of the widely recognised 'Rule of 40' for SaaS businesses, offering an updated approach to assess performance. The Ruleof 40 is a benchmark where the sum of a company's revenue growth rate and free cash flow margin should equal or exceed 40%. Developed by Bessemer Venture Partners (BVP), the Rule of X adopts a more nuanced evaluation, emphasising growth over profitability.

The tables below show how the Rule of X and Rule of 40 are calculated for selected US-listed cloud companies, along with average values for the top, middle, and bottom 28 companies (by EV / NTM revenue) out of a group of 84 US-listed cloud companies.

Tech Insights #371

The Rule of X

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Rule of X = (annual revenue growth x multiplier) + free cash flow margin

Rule of 40 = annual revenue growth + free cash flow margin

Selected company

Revenue growth (LTM)

FCF margin (LTM)

Rule of 40

Rule of X multiplier

Rule of X

EV / NTM revenue

Autodesk

13%

22%

35%

2.0

48%

9.5x

Gitlab

32%

(15%)

17%

2.0

49%

9.3x

Smartsheet

19%

20%

39%

2.0

57%

5.7x

Braze

28%

1%

29%

2.0

58%

5.7x

Zoom Communications

3%

37%

40%

2.0

43%

3.8x

Sprout Social

22%

6%

27%

2.0

49%

3.7x

All companies (n=84)

Revenue growth (LTM)

FCF margin (LTM)

Rule of 40

Rule of X multiplier

Rule of X

EV / NTM revenue

Top 28 companies (average)

24%

20%

44%

2.0

67%

11.0x

Middle 28 companies (average)

17%

18%

35%

2.0

51%

6.2x

Bottom 28 companies (average)

11%

12%

23%

2.0

33%

2.8x

Average

17%

16%

34%

2.0

51%

6.6x

vs

Rule of X: BVP good, better, best framework

Best

~70%

Better

~50%

Good

~40%

Note: FCF = Free cash flow, EV = Enterprise value, LTM = Last 12 months, NTM = Next 12 months.

R² = 0.4758

R² = 0.398

0x

2x

4x

6x

8x

10x

12x

14x

16x

18x

-

20%

40%

60%

80%

100%

EV / NTM revenue

X value = (revenue growth rate x multiplier) + free cash flow margin

Comparing the correlation of the Rule of X against the Rule of 40 as at 31 December 2024

Calculating the Rule of X by applying a 2.0 multiplier to the LTM revenue growth of US-listed cloud companies resulted in a higher R2 correlation compared to using no multiplier (i.e. the Rule of 40) as at 31 December 2024. However, it should also be noted that both correlations are below 0.5, and performing the same analysis for different historical periods shows this relationship can (and does) move around over time.

Tech Insights #371

The Rule of X

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Rule of X

Rule of 40

Rule of 40

40%+ is good

Rule of X

70%+ is best

using a 2.0 multiplier

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.

Note: We have removed certain outliers from the calculations: where revenue growth is above 100%, the revenue multiple is above 40x, or the Rule of 40 is negative.

12 May
2025
#
371
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The Rule of X

17%

43%

12%

-

200

400

600

Amazon

Microsoft

Alphabet

USD $b

Tech Insights #370

Cloud infrastructure platforms

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This Tech Insights report looks into market leading cloud infrastructure platforms: AWS, Azure and Google Cloud. These platforms are operated by tech giants Amazon, Microsoft and Alphabet. AWS (Amazon Web Services) was the first to enter the market in 2006. Although Amazon and Microsoft began as an online bookstore and a software company respectively, their cloud platforms now account for a substantial share of their operating profits. Complementary cloud services and enterprise support services are included in the financials presented below.

Overview

Cloud platform contribution to total operating profit (Dec 24)

Cloud platform contribution to total revenue (Dec 24)

Annual cloud platform revenue

Cloud platform operating profit margins

58%

45%

5%

-

40

80

120

Amazon

Microsoft

Alphabet

USD $b

-

40

80

120

Dec 21

Dec 22

Dec 23

Dec 24

USD $b

AWS(Amazon)

Azure(Microsoft)

Google Cloud(Alphabet)

(20%)

-

20%

40%

60%

Dec 21

Dec 22

Dec 23

Dec 24

AWS(Amazon)

Azure(Microsoft)

Google Cloud(Alphabet)

Tech Insights #370

Cloud infrastructure platforms

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Leading cloud platform company metrics (USD $b)

Count of cloud platform related acquisitions by parent

Company

Ticker

Cloud product

Cloud launch year

Enterprise value

LTM total

revenue

LTM revenue growth

EBITDA margin

Revenue multiple

EBITDA multiple

LTM share price Δ

Amazon

AMZN-US

AWS

2006

2,068

650

10%

20%

3.2x

16.2x

3%

Microsoft

MSFT-US

Azure

2010

3,261

270

14%

56%

12.1x

21.5x

9%

Alphabet

GOOGL-US

Google Cloud

2008

1,924

359

13%

37%

5.4x

14.4x

(2%)

Oracle

ORCL-US

Oracle Cloud

2016

502

56

6%

43%

9.0x

21.1x

31%

IBM

IBM-US

IBM Cloud

2011

278

63

1%

25%

4.4x

17.5x

49%

Alibaba

BABA-US

Alibaba Cloud

2009

268

136

4%

17%

2.0x

11.5x

57%

Median

1,213

203

8%

31%

4.9x

16.8x

20%

Aggregate market capitalisation

-

2

4

6

8

10

Apr 16

Oct 17

Apr 19

Oct 20

Apr 22

Oct 23

Apr 25

USD $tn

IBM

Oracle

Alibaba

Alphabet

Microsoft

Amazon

-

2

4

6

2020

2021

2022

2023

2024

Amazon

Microsoft

Alphabet

5 May
2025
#
370
-
Cloud infrastructure platforms

-

500

1,000

Services

Semiconductor USD $b

2015 (10 years ago)

2020 (5 years ago)

Now

-

1,000

2,000

3,000

4,000

5,000

Internet Semiconductor Communications USD $b

2015 (10 years ago)

2020 (5 years ago)

Now

Tech Insights #369

Listed tech industries – US vs Europe

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This Tech Insights report compares the market capitalisation and share price returns of listed major technology industries in the United States (US) and Europe, including the UK. Company regions are determined by the location of their headquarters (legal domicile), rather than by their exchange listing, and industries are classified according to RBICSsub-sectors. The data includes currently listed companies in each of the two regions. All analysis is presented in USD.

Overview

United States: Aggregate market capitalisation of selected tech industries (USD $b)

Industry

Software

Internet and Data Services

Semiconductor Manufacturing

Communications Equipment

Largest company (now)

Microsoft (55%)

Alphabet (42%)

NVIDIA (60%)

Apple (87%)

# companies (now)

246

104

49

42

Europe: Aggregate market capitalisation of selected tech industries (USD $b)

Industry

Software

Internet and Data Services

Semiconductor Manufacturing

Communications Equipment

Largest company (now)

SAP (68%)

Spotify (29%)

Arm (48%)

Garmin (35%)

# companies (now)

309

93

26

44

Tech Insights #369

Listed tech industries – US vs Europe

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Disclaimer The information provided in this report has been sourced 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.

LTM Software returns (top 15)

LTM Semiconductor Manufacturing returns (top 15)

LTM Internet and Data Services returns (top 15)

LTM Communications Equipment returns (top 15)

The industry returns below are calculated as weekly, market capitalisation-weighted total returns, using the 15 largest companies (as at the beginning of the period) in both the United States and Europe.

LTM market capitalisation-weighted total returns

United States

Europe

Key:

(40%)

(20%)

-

20%

40%

60%

Apr 24

Jun 24

Aug 24

Oct 24

Dec 24

Feb 25

Apr 25

(40%)

(20%)

-

20%

40%

60%

Apr 24

Jun 24

Aug 24

Oct 24

Dec 24

Feb 25

Apr 25

(40%)

(20%)

-

20%

40%

60%

Apr 24

Jun 24

Aug 24

Oct 24

Dec 24

Feb 25

Apr 25

(40%)

(20%)

-

20%

40%

60%

Apr 24

Jun 24

Aug 24

Oct 24

Dec 24

Feb 25

Apr 25

28 Apr
2025
#
369
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Listed tech industries – US vs Europe

-

50

100

150

200

250

300

350

400

2019

2020

2021

2022

2023

2024

Other

Marketplaces

Jobs

Property

Motors

Tech Insights #368

Potential Trade Me relisting

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Overview

Trade Me was taken private by Apax Partners in 2019, with average annual EBITDA growth since the acquisition of 6.5%. There has recently been rumours of Apax Partners’ intention to divest, which raises the possibility of a public listing (among other exit options). This Tech Insights report highlights Trade Me’s growth since the 2019 acquisition and looks at how Trade Me could be positioned relative to comparator NZX and ASX companies were it to list. Note, Trade Me has a June financial year end.

Trade Me revenue - NZD $m

% of revenue by segment

29%

34%

17%

29%

11%

10%

28%

20%

15%

7%

-

20%

40%

60%

80%

100%

2020

2024

Other

Marketplaces

Jobs

Property

Motors

Revenue growth rate

EBITDA

-

10%

20%

30%

40%

50%

60%

70%

-

50

100

150

200

250

300

2019

2020

2021

2022

2023

2024

EBITDA margin

EBITDA – NZD $m

classifieds

58%

73%

*Split of classifieds based on half year results

*

(5%)

-

5%

10%

15%

2019

2020

2021

2022

2023

2024

-

5,000

10,000

15,000

20,000

25,000

30,000

REA

Xero

CAR

TechnologyOne

Seek

Trade Me

Trade Me

HUB24

Trade Me

Domain

SiteMinder

Vista

Tech Insights #368

Potential Trade Me relisting

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Disclaimer The information provided in this report has been sourced and calculated from FactSet and the NZ Companies Office. 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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Company

Description

EV

Revenue

5yr revenue growth

LTM rev growth

LTM EBITDA margin

EV/LTM Revenue

EV/LTM EBITDA

REA

Online real estate advertising platform.

33,488

1,977

106%

21%

47%

17x

36x

Xero

Cloud-based accounting software provider.

24,945

1,909

201%

24%

33%

13x

39x

CAR

Automotive research and review marketplace.

14,402

1,251

199%

18%

52%

12x

22x

Technology One

Enterprise software solutions provider.

9,536

549

82%

18%

43%

17x

41x

Seek

Online job search and employment platform.

9,304

1,116

(36%)

(14%)

38%

8x

22x

HUB24

Investment and superannuation platform.

5,738

399

267%

24%

33%

14x

44x

Domain

Real estate listings and property website.

2,946

443

42%

13%

36%

7x

18x

SiteMinder

Hotel booking and management system.

1,009

222

117%

20%

2%

5x

283x

Vista

Film industry software solutions and analytics.

830

150

4%

5%

16%

6x

35x

Median

9,304

549

106%

18%

36%

12x

36x

Trade Me*

NZ's largest online marketplace and auction site.

370

38%

3%

65%

Trade Me listed comparators on ASX/NZX – NZD $m

Potential Trade Me valuation - NZD $m

35x EBITDA multiple

Note: Trade Me was acquired by Apax Partners at a 15.3x EBITDA multiple.

25x EBITDA multiple

15x EBITDA multiple

*Trade Me financials are as at June 2024

Graph provides three valuations for Trade Me using different EBITDA multiples.

14 Apr
2025
#
368
-
Potential Trade Me relisting

-

2.5x

5.0x

7.5x

10.0x

12.5x

15.0x

17.5x

20.0x

22.5x

25.0x

Mar 20

Sept 20

Mar 21

Sept 21

Mar 22

Sept 22

Mar 23

Sept 23

Mar 24

Sept 24

Mar 25

Tech Insights #367

Cloud Index as at 31 March 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. Although the March quarter began with an uplift in revenue multiples, by the end of the quarter the, US Cloud Index fell to 6.1x EV/NTM revenue, while the ANZ Cloud Index declined to 6.8x — representing a 13% and 9% drop respectively over the quarter. Both indices remain below their five-year average.

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

ANZ Cloud Index

Average

12MMA

Mar 25

6.8x

7.0x

Dec 24

7.5x

6.7x

Change

10%)

4%

Mar 24

7.1x

6.0x

Change

(5%)

18%

US Cloud Index

Average

12MMA

Mar 25

6.1x

6.4x

Dec 24

7.0x

6.3x

Change

(13%)

1%

Mar 25

6.7x

6.3x

Change

(9%)

2%

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 (89 companies). Avg = Average, NTM = Next 12 months, 12MMA = 12 month moving average.

Key:

US

ANZ

Average

12MMA

5yr avg

6.8x

6.1x

7.4x

10.6x

-

5.0x

10.0x

15.0x

20.0x

Mar 20

Mar 21

Mar 22

Mar 23

Mar 24

Mar 25

-

10.0x

20.0x

30.0x

40.0x

Mar 20

Mar 21

Mar 22

Mar 23

Mar 24

Mar 25

75th percentile

Median

25th percentile

Tech Insights #367

Cloud Index as at 31 March 2025

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US cloud companies NTM revenue multiple

ANZ cloud companies NTM revenue multiple

7.6x

5.0x

2.9x

10.0x

5.1x

3.2x

US cloud companies

25th

75th

31 Mar 2025

Average

percentile

Median

percentile

EV (NZD $m)

39,309

4,090

9,105

27,182

EV / NTM rev

6.1x

2.9x

5.0x

7.6x

Revenue growth (NTM)

13%

5%

12%

21%

EV / LTM rev

7.5x

3.3x

5.9x

9.4x

Revenue growth (LTM)

17%

9%

16%

24%

Operating margin

(2%)

(10%)

(0%)

11%

ANZ cloud companies

25th

75th

31 Mar 2025

Average

percentile

Median

percentile

EV (NZD $m)

7,017

732

1,518

9,744

EV / NTM rev

6.8x

3.2x

5.1x

10.0x

Revenue growth (NTM)

16%

6%

16%

25%

EV / LTM rev

8.4x

3.8x

6.0x

11.6x

Revenue growth (LTM)

16%

8%

17%

26%

Operating margin

24%

13%

28%

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.

7 Apr
2025
#
367
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Cloud Index as at 31 March 2025

158

146

111

19

25

27

0

100

200

2016

2020

2024

Tech Insights #366

The Warehouse vs Kmart

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The Warehouse and Kmart are two of New Zealand’s largest bargain retail chains. This Tech Insights report compares the performance of these two chains. Kmart, owned by ASX-listed Wesfarmers, has been performing strongly against The Warehouse, supported by the success of the Anko brand. Anko products represent ~85% of Kmart products sold, which supports Kmart’s high gross profit margins and operating profit margins (44% and 16% in FY24). The analysis on page 1 compares The Warehouse (excluding Noel Leeming and TheMarket.com) and Kmart New Zealand only. The financial year-end is July for The Warehouse and June for Kmart.

Overview

Revenue comparison (NZD $m)

Revenue per store (NZD $m)

-

500

1,000

1,500

2,000

2,500

FY20

FY21

FY22

FY23

FY24

Operating profit comparison (margin RHS)

41 co-located stores

Store count

Due to a shift in strategy, many Warehouse Stationery stores have now been integrated into The Warehouse, resulting in a reduced number of stores.

-

10

20

30

40

2016

2020

2024

Operating profit is equal to EBIT pre IFRS 16 (leases).

The Warehouse

Warehouse Stationery

Kmart NZ

Key:

2016

2020

2024

Operating profit (NZD $m)

2016

2020

2024

6%

11%

5%

4%

2%

8%

13%

9%

11%

16%

-

10%

20%

-

50

100

150

200

FY20

FY21

FY22

FY23

FY24

Operating profit margin

The Warehouse

Noel Leeming

$3.0b

-

25%

50%

75%

100%

Warehouse Group

Tech Insights #366

The Warehouse vs Kmart

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Annual parent segment revenue (NZD $b)

Share price index (total return)

Selected comparable company metrics (NZD $m)

Company

Exchange

Description and brands

Enterprise Value

LTM

revenue

LTM rev growth

LTM EBITDA

margin %

EV / EBITDA

1 yr share price Δ

Wesfarmers

ASX

Kmart, Target, Bunnings and others

101,993

48,931

3%

13%

15.8x

6%

JB Hi-Fi

ASX

Consumer electronics and home appliances

11,585

11,016

6%

10%

10.5x

48%

Harvey Norman

ASX

Consumer electronics, furniture and home appliances

9,196

4,330

2%

21%

10.0x

(1%)

Super Retail Group

ASX

Macpac, Rebel Sport (AU), Supercheap Auto and others

4,295

4,329

3%

18%

5.4x

(19%)

Myer Holdings

ASX

Department store

2,676

2,871

(2%)

13%

7.1x

(18%)

Briscoe Group

NZX

Briscoes and Rebel Sport (NZ)

1,081

791

(0%)

18%

7.7x

(7%)

Warehouse Group

NZX

The Warehouse, Warehouse Stationery and Noel Leeming

1,009

3,012

(4%)

7%

5.1x

(42%)

KMD Brands

NZX

Kathmandu, Rip Curl and other brands

617

982

(4%)

14%

4.6x

(38%)

Kogan.com

ASX

Online retail marketplace (Kogan.com and Mighty Ape)

470

527

5%

9%

10.5x

(40%)

Median

2,676

3,012

2%

13%

7.7x

(18%)

Kmart NZ

Kmart AU

Bunnings (AU & NZ)

Health

Other

$47.6b

-

25%

50%

75%

100%

Wesfarmers

-

50%

100%

150%

200%

250%

Jan 20

Jan 21

Jan 22

Jan 23

Jan 24

Jan 25

Wesfarmers (Kmart parent)

Warehouse Group

Wesfarmers

(Kmart parent)

31 Mar
2025
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366
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The Warehouse vs Kmart