Unlocking

#

268

4 Nov

Pushpay takeover offer

#

236

18 Feb

Xero to Hero

#

232

3 Dec

New Zealand's Technology Boom

#

199

19 Mar

Vend and Seequent

#

87

6 Jul

2018

SaaS Metrics Cheat Sheet

#

Heading

#

Heading

#

Heading

#

Heading

#

Heading

#

Heading

#

378

7 Jul

2025

Cloud Index as at 30 June 2025

#

268

4 Nov

Pushpay takeover offer

#

236

18 Feb

Xero to Hero

#

232

3 Dec

New Zealand's Technology Boom

#

199

19 Mar

Vend and Seequent

#

87

6 Jul

2018

SaaS Metrics Cheat Sheet

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#279 Company spotlight FNZ
‍
Mergers & acquisitions

Corporate finance advisory

Capital raising

13 Mar 2023

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Overview

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

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

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

2003 2005 2007 2009 2011 2013 2015 2017 2019 2021 2023

History

FNZ acquires Hatch

Invest from Kiwi

Wealth for NZD

$40m. Clare Capital

acts as adviser to the

seller.

General

Atlantic

acquires an

unknown

minority stake

in FNZ from

H.I.G. Capital.

CDPQ and Generation

Investment agree to

purchase H.I.G. Capital

and General Atlantic’s

share of FNZ in a deal

valuing the business at

GBP £1.65 billion (NZD

$3.35 billion).

FNZ announces

funding from new

investor Temasek

Holdings to

consolidate across

Europe and grow

in Asia.

FNZ is founded by

then equity analyst

Adrian Durham and

Jarden.

Jarden

establishes

business unit

specifically

for FNZ Wrap.

FNZ secures first

major deal with

UK Insurance

provider

Standard Life.

Company

headquarters

are moved to

Edinburgh.

Jarden divests from

FNZ. H.I.G. Capital

fund the acquisition

of FNZ in a

management buy

out for GBP £13

million (NZD $34

million) in cash.

FNZ moves

headquarters

back to NZ.

FNZ announces a

GBP £1.03 billion

(NZD $2.01 billion)

capital raise at a

post money

valuation of GBP

£14.7 billion (NZD

$28.7 billion).

30+

locations

6,000+

employees

investments

acquisitions

$1.5 trillion

client assets

(USD)

20 million

end clients

Selected customers

Company overview

FNZ’s suite of technology platforms span the

entire wealth management value chain,

including; investment administration,

fund/product services, platform solutions,

adviser tools, digital portals for retail

investors, and banking services.

The business predominantly generates its

revenue from asset servicing fees (basis

points charged on assets on the platform),

and implementation and enhancement fees

related to development and new

configurations for customers.

Mergers & acquisitions

Corporate finance advisory

Capital raising

13 Mar 2023

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Disclaimer The information provided in this report has been sourced from S&P Global Market Intelligence, FNZ and other relevant articles. Clare Capital holds no responsibility

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

FNZ presence Acquisitions (USD $m)

Company Country Description Enterprise

value

Revenue Revenue

growth

Gross

margin

EBITDA EBITDA

margin

EV/

Revenue

EV/

EBITDA

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

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

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

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

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

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

Comparables (USD $m)

Hatch Invest

Investment platform

NZD $40m

Target Type Date Amount Country

Ifsam (B2B) fund platform Feb 23 Sweden

Nucleus Financial WRAP platform Feb 23 862 United Kingdom

YieldX Fixed income platform Jan 23 USA

Authenteq AML/KYC Nov 22 Germany

Diamos AG Fund admin software Sep 22 Germany

New Access Banking solution Jul 22 Switzerland

GBST Capital Markets Trade processing Dec 21 Australia

Appway Onboarding solutions Dec 21 Switzerland

Fondsdepot Bank Trading platform Nov 21 325 Germany

Hatch Invest Investment platform Oct 21 28 New Zealand

Silica Holdings Admin platform Jul 20 29 South Africa

State Street Wealth Wealth management Jul 20 USA

Augsburger Aktienbank Securities business Jul 20 Germany

Irish Progressive Services Admin solutions Feb 20 Ireland

JHC Systems Wealth platform Jul 19 United Kingdom

Ebase Banking Jul 18 173 Germany

‍

13 Mar

279

Company spotlight FNZ

#278

Manually added:
#278 Ngāti Toa Rangatira and MoE Transaction

‍
Westpac, ANZ, BNZ, Booster, Fisher Funds
Page 1 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

6 March 2023

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Overview

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

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

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

whenua, resources and mana.

Transaction details

Ngāti Toa purchased school land from MoE

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

land back to MoE (initial lease of 21 years with

ongoing terms of renewal)

A funding syndicate has lent Ngāti Toa

money for the purchase and Ngāti Toa will

make ongoing interest and principal

payments on the loan.

Debt

Cash

250

500

Land value Discount Purchase price

NZ $m

$440m $88m

$352m

Balance Sheet – year end June

Debt - funding syndicate

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

partners, rather than using iwi cash assets.

NZD $m 2021 2022

Cash and cash equivalents 46 27

Inventories 15 82

Other 64 47

Current Assets 126 157

PPE 34 41

Investment property 93 551

Other 42 63

Non-Current Assets 168 654

Total Assets 294 811

Current Liabilities 18 29

Loans and borrowings - 333

Deferred tax liability - 6

Non-Current Liabilities - 339

Total Liabilities 18 368

Net Assets 276 443

Te Rūnanga o Toa Rangatira Incorporated Group

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

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

Schools included in the transaction

Porirua

Adventure School

Aotea College

Brandon Intermediate/Porirua College

Cannons Creek School

Corinna School

Discovery School

Glenview School

Mana College

Maraeroa School

Papakōwhai School

Paremata School

Plimmerton School

Porirua Activity Centre

Porirua East School

Porirua School

Postgate School

Pukerua Bay School

Rangikura School

Russell School

Te Kura Māori o Porirua

Titahi Bay Intermediate

Titahi Bay North School

Titahi Bay School

Windley School

Tawa

Greenacres School

Hampton Hill School

Linden School

Redwood School

Tawa College & Tawa Intermediate

Tawa School

Other

Bellevue School

Churton Park School

Evans Bay Intermediate

Johnsonville School

Karori Normal School

Khandallah School

Ngaio School

Pāuatahanui School

Paparangi School

Rewa Rewa School

Estimated payment profile and debt balance

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

annual report and high-level assumptions.

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

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

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

(40)

(30)

(20)

(10)

2022 2027 2032 2037 2042 2047 2052

NZ $m

Estimated future income and expense profile

Rental income

Principal repayments

Interest payments

Net cash inflows

Key assumptions

Interest rate 6.1%

Loan period 25 yrs

Rent growth rate 2%

100

200

300

400

2022 2027 2032 2037 2042 2047 2052

NZ $m

Estimated loan balance

Mergers & acquisitions

Corporate finance advisory

Capital raising

6 March 2023

‍

6 Mar

Ngāti Toa Rangatira and MoE transaction

278

#277

Page 1 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

27 Feb 2023

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

Overview

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

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

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

Share price indices for major ASX tech companies

100

120

WiseTech

Computershare

REA

Technology One

Xero

Seek

carsales.com

NEXTDC

Altium

ASX tech companies – Enterprise Value AU$b

180 other tech

companies

50%

100%

150%

200%

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

WiseTech

Computershare

REA

Xero

Seek

carsales.com

ASX 200

ASX 200 Info. Tech.

Index

Page 2 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

27 Feb 2023

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 S&P Global Market Intelligence. Clare Capital holds no responsibility over the

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

Revenue

growth

Margin (LTM)

Revenue

multiple

Name Description EV LTM NTM LTM NTM EBITDA

40%

rule

LTM NTM

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Comparator metrics for major ASX tech companies – AU$m

‍

#276

Page 1 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

20 Feb 2023

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

Overview

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

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

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

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

Venture Capital investor ownership

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

Investment count 19 20 16 26 15 6 3 105

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

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

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

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

20%

40%

60%

80%

100%

Page 2 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

20 Feb 2023

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

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

Private Equity investor ownership

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

Investment count 6 13 7 9 14 5 6 60

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

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

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

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

20%

40%

60%

80%

100%

‍

20 Feb

VC & PE Investor Ownership

276

#275

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

20.0x

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

US - Median

US - 12MMA

ANZ - Median

ANZ - 12MMA

Page 1 of 2

Mergers & acquisitions

Corporate finance advisory

Capital raising

13 Feb 2023

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Overview

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

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

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

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

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

5.0x

2.9x

6.8x

3.2x

ANZ Cloud Index

Dec-23 12MMA

Dec 22 2.9x 3.2x

Sep 22 2.8x 3.7x

Change 3% (13%)

Dec 21 4.4x 5.5x

Change (34%) (42%)

US Cloud Index

Dec-23 12MMA

Dec 22 5.0x 6.8x

Sep 22 5.2x 9.0x

Change (4%) (24%)

Dec 21 11.4x 15.0x

Change (56%) (54%)

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

Key:

25th Percentile

Median

75th Percentile

Page 2 of 2

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Corporate finance advisory

Capital raising

13 Feb 2023

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

10.0x

20.0x

30.0x

40.0x

Dec 18 Dec 19 Dec 20 Dec 21 Dec 22

4.0x

8.0x

12.0x

16.0x

Dec 18 Dec 19 Dec 20 Dec 21 Dec 22

7.5x

5.0x

2.6x

5.0x

2.9x

1.7x

US Cloud Index 25th 75th 90th

31 Dec 2022 Percentile Median Percentile Percentile

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

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

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

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

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

Gross Margin 66% 74% 79% 87%

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

FCF Margin 5% 13% 23% 35%

ANZ Cloud Index 25th 75th 90th

31 Dec 2022 Percentile Median Percentile Percentile

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

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

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

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

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

Gross Margin 37% 60% 86% 95%

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

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

Note: The percentiles for each metric are calculated individually.

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

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

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

‍

13 Feb

Cloud Index as at 31 December 2022

275

#274

Tech Insights

#274

19 December 2022

AI Chat Programs

clarecapital.co.nz Page 1 of 2

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

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

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

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

The examples on these two pages show:

Input – the prompt given to OpenAI

Output – the response automatically generated

Output:

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

New Zealand in recent years.

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

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

expand their operations.

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

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

technology sector and its strategic location as a gateway to Asia

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

Output:

I am a computer program,

But I can think and speak like a human.

I can hold a conversation,

And even make jokes and puns.

I'm not a person,

But I can imitate one.

What am I?

Input: Write a riddle about AI chat programs

Output:

Why was the computer cold?

Because it left its Windows open!

Input: Make a joke

Output:

Recurring revenue, a stream so fine

A dependable income, all the time

No need to worry, no need to stress

With recurring revenue, we can rest

It comes in each month, a financial blessing

A steady flow, a constant greeting

So let's celebrate this gift divine

Recurring revenue, forever mine

Input: Write a short poem about recurring revenue

Page 2 of 2

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

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

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

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

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

Tech Insights #274

19 December 2022

AI Chat Programs

Output:

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

Output:

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

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

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

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

faced.

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

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

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

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

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

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

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

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

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

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

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

became.

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

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

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

depends" is always the answer in finance.

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

clarecapital.co.nz

Clare Capital’s REAL unicorn:

‍

#273

‍

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

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

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

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

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

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

100

150

200

250

300

350

2017 2018 2019 2020 2021 2022

Classifieds

Jobs

Property

Motors

Marketplaces

Other

10%

20%

30%

40%

50%

60%

70%

100

150

200

250

2017 2018 2019 2020 2021 2022

EBITDA

Margin

Notes

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

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

(Per Stats NZ).

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

Other revenue includes advertising, dating, payments and insurance.

Classifieds revenue was not split into categories prior to 2020.

6.8% CAGR

9.2% CAGR

35%

growth

40%

growth

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

Implied EV of NZ$2,735m

EV / LTM revenue 2021 2022

Pinterest 4.7x Motors 86 94

Snap 3.2x Property 62 84

Mean 4.0x Jobs 34 48

Classifieds 183 226

eBay 2.9x

Etsy 7.4x Marketplaces 83 90

MercadoLibre 4.8x Other 33 33

Mean 5.0x Total revenue 299 349

Revenue growth 14% 17%

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

SEEK 8.2x Margin 66% 64%

Mean 8.2x

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

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

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

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

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

IntegraFin UK 240 15% 78% 10.7x

Winmark USA 111 18% 66% 16.3x

Baltic Classifieds Lithuania 85 21% 76% 23.4x

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

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

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

Mean 9.8x

Constant multiple

Disclaimer

EV /

EBITDA

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

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

Company Country

Revenue

NZ$m

Growth

EBITDA

margin

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

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

The businesses below share two of Trade

Me's valuable characteristics; good growth

and high earnings margins. They are also

primarily platforms.

This valuation approach provides a higher

exit value than splitting up the business

into individual parts, as shown on the left.

Both sets of analysis are theoretical only

and there would be significant challenges

to splitting the business up.

FY22 revenue NZ$m

Other, no

growth

Marketplaces,

8% growth

Jobs, 40%

growth

Property, 35%

growth

Motors, 8%

growth

919

836

397

450

132

Value of each revenue stream

NZ$m

Apax acquired

Trade Me for

an implied

Enterprise

Value of

$2,740m.

Revenue

growth at the

time of

acquisition was

8%. It was 17%

for the most

recent financial

year.

Comparable

businesses

selection based

on industry,

growth and

profitability.

‍

9 Dec

273

Trade Me exit scenarios

#272

Overview

Clare Capital Tech Insights 272 - Sharesies - 20221202

Sharesies customer and FUM growth through time

Funding history

Nov-17

Seed

Unknown

Sep-18

Trade Me

4.0

Dec-19

Trade Me

5.6

Dec-20

Venture

25.0

Oct-21

Series C

50.0

Jan-22

Ngāi Tahu

3.0

Total

87.6

Sharesies number of NZX trades over time

Money raised and implied valuation (in millions)

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

Date

Round

Investors

Money raised ($m)

Post-money valuation ($m)

Unknown

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

503.0

500.0

146.7

44.3

25.4

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

Jul-19

Oct-19

Jan-20

Apr-20

Jul-20

Oct-20

Jan-21

Apr-21

Jul-21

Oct-21

Jan-22

Apr-22

Jul-22

Oct-22

Sharesies Trades % Of Total Trades

100

200

300

400

500

600

2018 2019 2020 2021 2022

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

0.5

1.0

1.5

2.0

2.5

100

200

300

400

500

600

Jun-17

Dec-17

Jun-18

Dec-18

Jun-19

Dec-19

Jun-20

Dec-20

Jun-21

Dec-21

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

Introduced

US share

trading.

Introduced

AU share

trading.

‍

Sharesies financial statements (as reported by Trade Me)

Commentary

2020

2021

2022

Revenue

4.7

17.6

20.7

Expenses

(6.7)

(25.1)

(45.8)

Net income

(2.0)

(7.5)

(25.1)

Revenue growth

278%

17%

Net income margin

(43%)

(122%)

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

2020

2021

2022

Assets

15.9

37.0

70.2

Liabilities

1.9

4.3

7.3

Equity

14.0

32.7

62.9

Cash raised (cumulative)

5.6

25.0

84.6

FTE count and revenue per FTE

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

Disclaimer

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

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

June

19.3x

9.7x

21.8x

10x

15x

20x

25x

100

200

300

400

500

600

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

Pathfinder Revenue Multiple Pathfinder Valuation

Last investment

Last investmentround.round.

105

141

221

20k

40k

60k

80k

100k

120k

140k

100

150

200

250

May-20 May-21 May-22

FTE count (LHS) Revenue per FTE (RHS)

‍

#271

‍

Overview Clare Capital Tech Insights 271 - Technology layoffs - 20221125

Number of Tech layoffs over time since Covid

Source: https://layoffs.fyi/

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

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

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

100

150

200

250

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

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

Number of companies with layoffs

Number of employees laid off

Light green bars represent the number of employees laid off.

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

2020 2021 2022

Notable announced layoffs in October and November 2022 Meta

Disclaimer

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

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

(10%)

10%

20%

30%

40%

50%

FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25

Meta revenue growth

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

Mark Zuckerberg gave two reasons:

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

• To make sure Meta is operating efficiently.

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

anticipated to grow significantly year-on-year.

Forecast as at the start of 2022

Forecast as at now

2,000

4,000

6,000

8,000

10,000

12,000

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

Number of layoffs

Percentage of company's employees

100

500

1,000

1,500

2,000

FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22

Employees (000s)

Revenue per employee

Meta employees and revenue per employee

#270

‍

Overview Clare Capital Tech Insights 270 - Manchester United - 20221118

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

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

EBITDA reconciliation

FY22 £m

Loss (116)

Tax credit (34)

Net finance cost 62

Selling intangible assets (22)

Cost of firing coaches 25

Amortization 151

Depreciation 14

EBITDA 81

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

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

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

FY17 FY18 FY19 FY20 FY21 FY22

Dividend Interest paid

(100)

100

200

300

400

500

600

700

FY04

FY05

FY06

FY07

FY08

FY09

FY10

FY11

FY12

FY13

FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

Net debt

PPE (stadium and

facilities)

Prior to the Glazer's takeover

Manchester United had no debt

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

Sir Alex Ferguson retires

100

150

200

250

FY17 FY18 FY19 FY20 FY21 FY22

Buying players Selling players

Champions

No data between

2005-2009

‍

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

‍

100

200

300

400

500

600

700

FY17 FY18 FY19 FY20 FY21 FY22

Revenue £m

Other

Retail, merchandising,

apparel & products

licensing revenue

Sponsorship

Domestic

competitions

European

competitions

Matchday

100

120

Champions League Europa League Conference League

Revenue £m

Win final

Make final

Semi final

Quarter final

Round of 16

Group game wins

Participation

Performance over prior 10

years in Europe - maximum

amount is shown.

If you were the best

performing team in

Europe over the prior 10

years and won the

Champions league you

would earn £120m + your

country specific amount

per above (up to £37.5m

for an English club).

Performance over the

prior 10 years is split pro

rata. The top performing

team in the current

Champions League will

get £36m (Bayern Munich)

and the lowest

performing will get £1m

(Maccabi Haifa).

In the Champions League there is an

additional £60m split between the

four English teams. £30m based on

participation, £30m based on

performance.

‍

#269

Overview Clare Capital Tech Insights 269 - Financial vs Strategic Tech M&A - 20221111; Types of acquirers Selected strategic technology M&A transactions in New Zealand and Australia; Target Country Implied EV EV / Rev Date closed Counterparty; (NZD M); Coretex NZ 1 91 4.7 Dec 21 EROAD; Swiped On NZ 11 1 1.0 Oct 18 Smartspace Software; Vend NZ 4 00 1 0.7 Apr 21 Lightspeed Commerce; IMeasureU NZ 9 2 8.7 Jun 17 Oxford Metrics; Afterpay Aus 39 315 4 4.7 Jan 22 Lanai (AU) 2; rhipe Aus 3 54 4.9 Oct 21 Crayon Group Holding ASA; Touchcorp Aus 1 95 4.9 Jul 17 Afterpay; Kounta Aus 68 6.8 Nov 19 Lightspeed Commerce; IFS Global Aus 60 7.0 Oct 18 WiseTech Global; Task Retail Aus 1 24 8.8 Oct 21 Plexure; Vault Intelligence Aus 62 1 2.7 Oct 20 Damstra Holdings; Sonnet Corporation Aus 4 99 1 4.2 Jul 07 Commoditel; Selected financial technology M&A transactions in New Zealand and Australia; Target Country EV EV / Rev Date closed Counterparty; Pushpay NZ 1 608 5.5 BGH Capital; Sixth Street Partners; Zeacom NZ 41 1.1 May 12 Enghouse Systems; Finzsoft Solutions NZ 9 1.2 Jun 07 Pi Capital Investments; SLI Systems NZ 32 1.0 Jan 19 ESW Holdings; MYOB Group Aus 2 619 5.7 May 19 KKR & Co.; The Citadel Group Aus 5 55 4.2 Dec 20 Pacific Equity Partners; Trade Me NZ 2 560 1 0.7 May 19 GIC; Apax Partners; Education Perfect NZ 4 55 1 4.7 KKR & Co.; These transactions are graphed on page 2; This Tech Insights reports looks at the two types of acquirers - financial and strategic acquirers. Typically the highest value buyers of a business are the ones that have motivations other; than to realise the revenues a business produces i.e. for synerginistic or strategic opportunities. We take a look at some past M&A transactions in the technology sector of New Zealand; and Australia using EV / Revenue as an indication of value achieved.; Strategic; ▪ Competitors customers suppliers etc.; ▪ Focused on the product or technology of the; company; ▪ The driver is that the companies combined will; be worth more than both companies individually ; i.e. 1+1=3; ▪ Pay a price that is determined by how much they; want it (synergistic opportunities strategic; alignment) and how much they want others not; to have it; Financial; ▪ Private equity venture capital hedge funds etc.; ▪ Focused on the financials of the company; ▪ The driver is that the acquirer can create financial; and operational efficiencies growing the; business faster and realising returns; ▪ Pay a multiple based on the financial; performance and trajectory of the company; Higher; value; Lower; value; CLARE CAPITAL TECH INSIGHTS; Selected technology M&A transactions in New Zealand and Australia; Disclaimer; The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the actual numbers. Clare; Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.; Sonnet Corporation; -; 5; 10; 15; 20; 25; 30; 35; 40; 45; 50; - 500 1 000 1 500 2 000 2 500 3 000; Revenue multiple ( EV/LTM Rev); Implied EV (NZD millions); 30 000 35 000 40 000; x; This graph plots the EV implied by each transaction on the first; page of this report against the EV / revenue.; Using EV / revenue as a proxy for "value achieved" in general ; strategic acquisitions are of higher value.; Note that the sales of Trade Me and Education Perfect were; financial acquisitions and clear outliers to this rule.; = Financial; = Strategic; Trendline (strategic)

11 Nov

Financial vs Strategic Tech M&A

269

#268

Overview Clare Capital Tech Insights 268 - Pushpay takeover offer - 20221104; Customers Annual revenue and monthly Average Revenue Per Customer (ARPC) US$m; EBITDA and gross margin Share price NZ$; After months of rumours Pushpay has received a US$933m offer from Australian private equity firm BGH Capital and American investment firm Sixth Street Partners. The deal values; Pushpay at NZ$1.34 per share. In comparison Pushpay were trading at $1.89 at the start of November 2021 and below $1.00 at the end of February 2022. The second page looks at; potential returns for the acquirers. Note: share price data is in NZ$ whilst financial data is in US$. March year end.; -; 200; 400; 600; 800; 1000; 1200; 1400; 1600; -; 50; 100; 150; 200; 2020 2021 2022; ARPC US$; Total revenue US$m; Subscription Processing fees Other ARPC; -; 0.5; 1; 1.5; 2; 2.5; Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22; Pushpay; NZX 50; -0.8; -0.6; -0.4; -0.2; -; 0.2; 0.4; 0.6; 0.8; 2017 2018 2019 2020 2021 2022; Gross margin; EBITDA margin; -; 2000; 4000; 6000; 8000; 10000; 12000; 14000; 16000; 2019 2020 2021 2022; Pushpay Church Community Builder (CCB) Resi Media; US$87.5m acquisition US$141m acquisition; Note: assumes; no change to; CCB customer; base; $2.33 peak; CLARE CAPITAL TECH INSIGHTS; High level illustrative analysis of potential returns. Assumes the transaction is completed at the end of FY23 and a five year holding period.; Assumptions US$m; FY23 CAGR FY28; ARPC $ 1 250 2% 1 375; Customers 14 867 8% 22 300; Revenue 224 11% 370; EBITDA margin 25% 2% 28%; EBITDA 56 13% 102; Interest expense (1) 61% (13); Capex (0) 137% (30); Tax (13) 10% (21); Cashflow 41 (2%) 3 7; Potential investor returns US$m; Disclaimer; The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the actual numbers. Clare; Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.; With an exit EV of US$1693m and a debt repayment of US$224m based on this; illustrative analysis there will be a flow to the investors of US$1469m in 2028. With an; implied IRR of 18%.; Assumes investors borrow 4x; EBITDA with an interest rate of; 6%.; Capex includes acquisitions.; 16.7x EBITDA; -; 500; 1000; 1500; 2000; 2500; Pre Deal EV Post Deal EV EV at exit EBITDA over; period; Interest Tax Capex Debt pay down Investor return; Debt; Equity; $709m; $224m; -; 0.05; 0.1; 0.15; 0.2; 0.25; 0.3; 6% 8% 10% 12% 14% 16% 18% 20%; IRR; Revenue GAGR; -; 0.05; 0.1; 0.15; 0.2; 0.25; 0.3; 23% 25% 27% 29% 31% 33% 35% 37%; IRR; Terminal EBITDA margin; CLARE CAPITAL TECH INSIGHTS

4 Nov

268

Pushpay takeover offer

#267

Overview Clare Capital Tech Insights 267 - Music Catalogue M&A - 20221028; Global Music Catalogue M&A Transaction Value (US$bn) Global Music Industry Revenue (US$bn); Notable Acquisitions of Music Catalogues; Acquirer Investment Firm Selling Artist Catalogue Size Rights Type Sold Date Acquisition Price; No. of Songs US$m; Warner Music David Bowie 400+ Publishing Jan-22 250+; Sony Music Bruce Springsteen 300+ Publishing & Masters Dec-21 550+; Hipgnosis Red Hot Chili Peppers 220 Publishing Jul-21 140+; KKR Ryan Tedder ~500 Publishing Jan-21 200; Hipgnosis Shakira 145 Publishing Jan-21 Undisclosed; Hipgnosis Neil Young 1 180 Publishing Dec-20 150; Universal Music Bob Dylan 600 Publishing Dec-20 300+; Shamrock Holdings Taylor Swift ~111 Masters Nov-20 300; Vine Alternative Investments Calvin Harris 150+ Publishing Oct-20 90+; This Tech Insights report centres around the significant interest shown in music catalogue acquisitions over the last few years. Supported by an emerging streaming boom the music; industry has seen a reversal on its downward revenue trend as well as an increase in the Net Publisher Share multiple. The first page digs into the data underpinning this interest while the; second page provides an illustration of the business model for how copyright holders (i.e. the artists and songwriters) receive income.; No; Yes/No; No; Yes; Yes; Yes; Yes; No; Yes; Yes; -; 5; 10; 15; 20; 25; -; 5; 10; 15; 20; 25; 30; 1999; 2001; 2003; 2005; 2007; 2009; 2011; 2013; 2015; 2017; 2019; 2021; NPS multiple (x); Revenue; Synchronisation; Performance; Rights; Downloads &; Other Digital; Streaming; Physical; NPS Multiple; -; 2; 4; 6; 8; 10; 12; 14; 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021; Transaction Value; =- Net Publisher Share (NPS): Publishing royalties less any amounts paid to rights holders.; =- NPS multiple: Similar to a P/E multiple for a company.; Source: Midia Research; Apple Music; launched in; 2015; CLARE CAPITAL TECH INSIGHTS; Business Model: Income distribution amongst copyright holders. An example of the song "Knockin' on Heaven's Door" by Bob Dylan has been used.; Disclaimer; The information provided in this report has been sourced and calculated from Hipgnosis Music Business Worldwide Shot Tower Capital and IFPI. 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.; Knockin' on; Heaven's; Door; Bob Dylan; 1973; Rams Horn; Music; Rams Horn; Music; Rams Horn; Music; – Performer and Songwriter (not; the same person in many cases); – Publisher; – Record Label; Rams Horn; Music; – Publisher; Copyright Holders; Recording/Master Rights; Rights to the master recording of; a song. Earned by recording; artists studios labels and; producers. Breakdown below.; Reproduction Rights; Performance royalties collected by; the sound recording copyright; holder(s).; Master Artist Royalties; Earned when the master recording; is streamed downloaded or; physically bought.; Rights to the musical composition; of a song i.e. melodies and lyrics.; Earned by songwriters and; publishers. Breakdown below.; Performance Royalties; Earned from licenses obtained by; venues to publicly perform or; broadcast the song. This includes; restaurants shops etc.; Mechanical Royalties; Earned when a copy of the song is; made either physical or digital.; Streaming generates mechanical; and performance royalties.; Songwriter/Publishing Rights; Synchronisation Fees; Fees generated when a visual image is matched to; the song - falls under both publishing and master; rights. This includes video games films and TV.; Song; Diagram structure concept derived from Hipgnosis.; CLARE CAPITAL TECH INSIGHTS

#266

Overview Clare Capital Tech Insights 266 - Rugby World Cup 2021 - 20221014; RWC Black Ferns contracts RWC 2021 current results; Pool A results; Score; Sat 8 Oct Australia v New Zealand (Win) 17 41; Sun 9 Oct Wales (Win) v Scotland 18 15; Black Ferns and All Blacks average caps by position Sat 15 Oct Scotland v Australia (Win) 12 14; Black Ferns All Blacks Sun 16 Oct Wales v New Zealand (Win) 12 56; Position Count Average caps Count Average caps; Fullback 1 5.0 1 45.0; Hooker 3 6.0 3 57.7 Pool B results; Prop 6 6.5 6 23.8; Lock 3 8.3 4 77.0 Score; Midfielder / Centre 4 10.5 5 28.0 Sun 9 Oct USA v Italy (Win) 10 22; Loose Forward 6 11.7 6 37.0 Sun 9 Oct Japan v Canada (Win) 5 41; First Five-Eighth 2 19.0 3 50.3 Sat 15 Oct USA (Win) v Japan 30 17; Wing 4 21.3 4 13.8 Sun 16 Oct Italy v Canada (Win) 12 22; Halfback 3 25.7 3 41.7; 32 12.5 35 38.9; Black Ferns players by Super Club Pool C results; Score; Sat 8 Oct South Africa v France (Win) 5 40; Sat 8 Oct Fiji v England (Win) 19 84; Sat 15 Oct France v England (Win) 7 13; Sun 16 Oct Fiji (Win) v South Africa 21 17; In the 2017 RWC England was the only team made up of all professional rugby players whereas New; Zealand had just six players contracted. 2022 is the first year the Black Ferns are a team of fully; professional rugby players prior to full-time contracts athletes would fit in training before and after; work. Black Ferns contracts range between $70 000 - $130 000+ per year (which is now above the; remuneration of England's Red Roses).; New Zealand is the host of this year's Rugby World Cup (RWC) which kicked off at Eden Park on the 8th of October to a sellout stadium. The crowd more than doubled; the largest ever attendance for a women's sports event in New Zealand. The Black Ferns are five-time RWC champions and were the first women’s team to ever be; named the World Rugby Team of the Year in 2017. England's Red Roses are currently the favourite to beat after an impressive recent performance of 27 consecutive; wins. The Black Ferns' next pool match is against Scotland on Saturday 22 October although the Black Ferns have already secured a spot in the quarterfinals. This Tech; Insights Report looks into the Black Fern's current squad and results of the RWC so far as well as the team's historic performance. Let's go NZ!; 12; 10; 6; 3; 1; -; 4; 8; 12; Chiefs Manawa Matatū Blues Hurricanes Poua No –club; CLARE CAPITAL TECH INSIGHTS; RWC placings by Country (1991 - 2017) Black Ferns Test Match record (Wins Draws Losses and % Wins); Games NZ win rate Team; 1 100%; 1 100%; 1 100%; 1 100%; 1 100%; 2 100%; 2 100%; 2 100%; 3 100%; 5 100%; 16 100%; 23 100%; 13 92%; 29 62%; RWC winners 9 56%; New Zealand: 2017 2010 2006 2002 1998 2 50%; England: 2014 1994 United States: 1991 111 85%; The information provided in this report has been sourced and calculated from New Zealand Rugby and other relevant 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.; Since the Black Fern's international Test Match debut in 1991 they have only lost to 4; of the 16 nations they have played.; Disclaimer; 5; 2; 1; 5; 2; 1; 1; 6; 1; 1; 1; 3; 1; 1; 1; - 2 4 6 8; New Zealand; England; United States; Canada; France; Australia; Wales; Ireland; Placings count; Champion 2 Runner-up Third Fourth; - 10 20 30; Ireland; France; England; USA; Australia; Canada; Wales; Scotland; Samoa; Germany; World XV; Hong Kong; Japan; Kazakhstan; South Africa; Spain; Wins Draws Losses; 1 3 4; CLARE CAPITAL TECH INSIGHTS

#265

Overview Clare Capital Tech Insights 265 - What’s happening in the UK? - 20221007; Year on year inflation (consumer price index %) Official cash rates for major central banks; Commentary Performance of currencies against the dollar indexed to 31/12/2021; Liz Truss (UK Prime Minister) has been in the news as the pound tumbled and UK markets suffered some of their largest losses since the GFC. This after announcing a 'mini-Budget'; that would cut taxes seemingly at odds with the Bank of England's ('BoE') tightening monetary policy. As a result markets feared greater inflation risk alongside the negative reaction; from the public who will ultimately pay (through higher mortgage rates) as the BoE will now have to raise their base rate (official cash rate equivalent) even higher.; 1. In a post Covid/loose monetary policy environment excess demand sees most major; economies experience record levels of inflation. The UK records double digit inflation as; high as 10.1% year on year.; 2. To combat inflation central banks begin to raise rates. RBNZ is one of the first to; start its tightening policy. For a long time the US Fed believes inflation is transitory ; then begins to aggressively raise rates.; 3. With the relative real return of assets in markets as compared to the US falling ; investors pull money back into the US. This results in major currencies falling; significantly against the dollar.; On 23 Sept. 2022 the UK Government revealed their 'mini-Budget' which will see the; basic income tax move from 20% to 19% and the removal of the higher 45% income; tax rate to a single rate of 40%. Of key concern was that the tax cuts were unfunded.; -; 0.005; 0.01; 0.015; 0.02; 0.025; 0.03; 0.035; Jan-20 May-20 Sep-20 Jan-21 May-21 Sep-21 Jan-22 May-22 Sep-22; BoE FED RBNZ; -0.25; -0.2; -0.15; -0.1; -0.05; -; 0.05; Jan-22 Mar-22 May-22 Jul-22 Sep-22; USD/GBP USD/NZD; -0.02; -; 0.02; 0.04; 0.06; 0.08; 0.1; 0.12; 40909; 41122; 41334; 41548; 41760; 41974; 42186; 42401; 42614; 42826; 43040; 43252; 43466; 43678; 43891; 44105; 44317; 44531; 44743; UK CPI US CPI NZ CPI; 1 2; 3; Truss u-turns on; abolishing top; 45% tax rate.; Having initially allowed; 'transitory' inflation to; rise the FED begins to; aggressively hike rates.; Inflation almost doubles; in a single year from; 5.5% to 9.9% in the UK.; CLARE CAPITAL TECH INSIGHTS; United Kingdom yield curve changes Performance of major UK fixed interest indices indexed to 30/09/2021; Commentary Performance of major equity indices indexed to 30/09/2017; Disclaimer; The information provided in this report includes estimates and calculations from S&P Global Market Intelligence 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.; 4. The reaction of markets was to sell off fixed interest assets and price in further rate; hikes (as shown by the large steepening of the yield curve) to tame additional inflation; from the 'mini-Budget'.; 5. Performance of the UK Investment Grade Corporate Bond Index and UK Gilt; (government) Index fell significantly over September 2022. In particular UK Gilts given; the tax cuts were unfunded and for fears the UK's already high government debt; (c100% debt-to-GDP) would become unsustainable.; Given how pension funds are managed/hedged in the UK the sharp rise in UK Gilt; yields meant their positions became unhedged and required additional collateral. Had; the BoE not stepped in buying Gilts on market to push yields down markets were at; risk of dysfunction and wider contagion.; -0.4; -0.2; -; 0.2; 0.4; 0.6; Sep-17 Sep-18 Sep-19 Sep-20 Sep-21 Sep-22; FTSE 100 S&P 500 NZX 50; -; 0.005; 0.01; 0.015; 0.02; 0.025; 0.03; 0.035; 0.04; 0.045; 0.05; 1m 3m 1y 2y 3y 4y 5y 6y 7y 8y 9y 10y; Most Recent Month Ago Year Ago; 4; -0.4; -0.35; -0.3; -0.25; -0.2; -0.15; -0.1; -0.05; -; 0.05; 0.1; Oct-21 Dec-21 Feb-22 Apr-22 Jun-22 Aug-22 Oct-22; UK IG Corp. Bond Index UK Gilt Index; BoE begins buying; Gilts on open; market.; 2y rates moved; 1.4% higher in; a single month.; 5; UK equity market; performance has been; lacklustre for some time.; CLARE CAPITAL TECH INSIGHTS

7 Oct

What’s happening in the UK?

265

#264

Overview Clare Capital Tech Insights 264 - Cloud Index as of 30 September 2022 - 20220930; NTM Revenue Multiple Index for Public Cloud Companies Listed in the US and ANZ (EV / NTM Revenue); Performance Sep-22 Jun-22 Change Sep-21 Change; US Cloud Index 5.2x 5.4x (4%) 14.4x (64%); US Cloud Index (12MMA) 9.0x 11.2x (20%) 15.6x (43%); ANZ Cloud Index 2.8x 2.6x 9% 5.4x (48%); ANZ Cloud Index (12MMA) 3.7x 4.3x (15%) 5.7x (36%) Note: NTM = Next 12 months 12MMA = 12 month moving average; This report looks at valuation metrics for cloud companies publicly listed in the United States Australia and New Zealand. The index consists of 93 companies in the United States (US) and; 50 companies in Australia/New Zealand (ANZ). It is worth noting that there is a significant company size difference between the two indices with the median EV of US companies at $8.3b; NZD versus $0.3b NZD for ANZ companies. As of the 30th of September 2022 the US Cloud index has plateaued after a rough year down 4% from the previous quarter to 5.2x NTM; revenue. The ANZ Cloud index has also stemmed the downward flow on value increasing 9% to 2.8x NTM revenue.; 19.6x; 6.6x; -; 2.0x; 4.0x; 6.0x; 8.0x; 10.0x; 12.0x; 14.0x; 16.0x; 18.0x; 20.0x; 31-Mar-18 30-Sep-18 31-Mar-19 30-Sep-19 31-Mar-20 30-Sep-20 31-Mar-21 30-Sep-21 31-Mar-22 30-Sep-22; 5.2x; 2.8x; 9.0x; 3.7x; ANZ Cloud Index; (Median); US Cloud Index; (Median); ANZ Cloud Index; (12MMA); US Cloud Index; (12MMA); CLARE CAPITAL TECH INSIGHTS; NTM Revenue Multiple Index for Public Cloud Companies Listed in the US NTM Revenue Multiple Index for Public Cloud Companies Listed in ANZ; US Cloud Index 25th 75th 90th ANZ Cloud Index 25th 75th 90th; 30-Sep-22 Percentile Median Percentile Percentile 30-Sep-22 Percentile Median Percentile Percentile; EV ($m NZD) 2 880 8 266 22 764 63 168 EV ($m NZD) 9 6 2 90 8 10 2 289; EV / NTM Rev 3.4x 5.2x 8.0x 13.4x EV / NTM Rev 1.6x 2.8x 5.2x 9.2x; Revenue Growth (NTM) 16% 24% 36% 48% Revenue Growth (NTM) 8% 18% 35% 82%; EV / LTM Rev 3.8x 6.5x 10.1x 19.1x EV / LTM Rev 1.6x 3.2x 6.4x 13.8x; Revenue Growth (LTM) 18% 30% 42% 61% Revenue Growth (LTM) 12% 24% 57% 113%; Gross Margin 65% 74% 79% 86% Gross Margin 34% 61% 87% 95%; Operating Margin (40%) (19%) (3%) 18% Operating Margin (42%) (11%) 16% 27%; FCF Margin 7% 14% 27% 36% FCF Margin (14%) 2% 17% 25%; Note: The percentiles for each metric are calculated individually.; EV = Enterprise Value LTM = Last 12 months NTM = Next 12 months FCF = Unlevered free cash flow; Disclaimer; The information provided in this report has been solely sourced and calculated from S&P Global Market Intelligence. Clare Capital holds no responsibility over the actual numbers. Clare; Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.; -; 10.0x; 20.0x; 30.0x; 40.0x; 31-Mar-18 31-Mar-19 31-Mar-20 31-Mar-21 31-Mar-22; 25th Percentile Median 75th Percentile; -; 4.0x; 8.0x; 12.0x; 16.0x; 31-Mar-18 31-Mar-19 31-Mar-20 31-Mar-21 31-Mar-22; 25th Percentile Median 75th Percentile; 5.2x; 2.8x; 1.6x; 8.0x; 5.2x; 3.4x; 19.6x; 6.6x; Median Market High; (Feb-21); CLARE CAPITAL TECH INSIGHTS

30 Sep

Cloud Index as of 30 September 2022

264

#263

Overview Clare Capital Tech Insights 263 - NZ CEO pay - 20220916; FY22 CEO base pay and short term performance bonus (NZD millions) FY22 CEO short term performance bonus by tenure (NZD millions); This Tech Insights report looks at CEO pay at some of New Zealand's largest listed companies. The three core components of CEO pay are base (fixed) remuneration short term cash /; equity incentives and long term equity incentives. This report focuses on base pay and short term incentives. The first page breaks down FY22 remuneration whilst the second page; examines the change in CEO base pay and staff numbers between FY19 to FY22.; Precinct Properties and Mainfreight CEOs started in 2012 and 2003 respectively and; received $0.6m and $0.8 in short term performance bonuses in FY22. These have been; removed from the above graph for presentation purposes.; - 1 2 3 4 5 6; Mainfreight; Fletcher Building; A2 Milk; Fisher & Paykel Healthcare; EBOS; SkyCity Entertainment; Mercury; Chorus; Spark New Zealand; Auckland Airport; Contact Energy; Meridian Energy; Ryman Healthcare; Precinct Properties; Port of Tauranga; Kiwi Property; CEO pay; Base/fixed remuneration Discretionary variable remuneration; -; 0.5; 1; 1.5; 2; 2.5; 3; 3.5; Jun-17 Jun-18 Jun-19 Jun-20 Jun-21 Jun-22; Short-term performance pay; CEO start date; Relative Enterprise Value; *; *; * FY22 base salary scaled due to new CEO starting mid financial year; CLARE CAPITAL TECH INSIGHTS; Change in CEO base pay and staff numbers between FY19 to FY22; CEO base pay (NZD m); Company FY19 FY22 FY19 FY22 Change in CEO base pay and staff count (FY19 - FY22); Fisher & Paykel Healthcare 1.3 1.7 4 353 6 788; EBOS 1.2 1.6 4 642 3 496; A2 Milk 1.6 2.0 228 427; Precinct Properties 0.7 0.8 100 150; Mainfreight 2.1 2.6 8 079 10 393; Contact Energy 1.0 1.2 835 1 010; Kiwi Property 0.6 0.7 147 165; Meridian Energy 1.0 1.1 1 001 941; Mercury 1.2 1.3 775 1 335; Fletcher Building 2.2 2.3 16 825 14 700; Chorus 1.2 1.3 918 799; Ryman Healthcare 1.0 1.0 5 300 6 700; Skycity Entertainment 1.5 1.5 3 600 5 000; Auckland Airport 1.3 1.2 730 476; Spark New Zealand 1.4 1.2 5 377 5 144; Port of Tauranga 0.9 0.8 230 256; Disclaimer; The information provided in this report has been sourced and calculated from S&P Global Market Intelligence and published annual reports. Clare Capital holds no responsibility over the; actual numbers. Clare Capital is not an Authorised Financial Adviser. If you are making investment decisions you should seek appropriate personalised financial advice.; Staff (#); (40%) (20%) - 20% 40% 60% 80% 100%; CEO base pay % change Staff % change; CLARE CAPITAL TECH INSIGHTS

#262

Overview Clare Capital Tech Insights 262 - Kiwi Group Holdings Acquisition - 20220909; Kiwi Group Holdings corporate structure Kiwi Group Holdings acquisition; The deal will eliminate this part of the corporate structure. All three of these entities are; owned by the New Zealand Government so the overall value of the Crown's consolidated; balance sheet will remain the same after the acquisition.; The bulk of the acquisition lies in Kiwibank which is currently the fifth largest bank in; New Zealand by asset size. Kiwibank was launched in 2002 by NZ Post with initial funding of; $65 million. In 2016 NZ Post sold 47% to ACC and NZ Super Fund.; 2016 investment 2017 additional Share in KGH; in KGH contribution acquisition; Entity Shareholding (NZD millions) (NZD millions) (NZD millions); NZ Post 53% 131 1 117; NZ Super Fund 25% 263 62 527; ACC 22% 231 54 464; Total 100% 494 247 2 108; Kiwibank quarterly revenue (NZD millions); This Tech Insights report takes a look at the New Zealand Government's acquisition of 100% of Kiwibank’s parent company Kiwi Group Holdings in a $2.1 billion transfer of assets.; The acquisition will be funded through a multi-year capital allowance. As a point of reference the budget for 2022 has a $4.7 billion provision for capital investment.; Kiwi Insurance was sold; to nib NZ in November; 2021 for $45m.; Hatch was sold to FNZ in; 44501; (by ); Kiwi Wealth announced; its sale to Fisher Funds in; August 2022 for $310m; -50; -; 50; 100; 150; 200; Mar; 18; Jun; 18; Sep; 18; Dec; 18; Mar; 19; Jun; 19; Sep; 19; Dec; 19; Mar; 20; Jun; 20; Sep; 20; Dec; 20; Mar; 21; Jun; 21; Sep; 21; Dec; 21; Mar; 22; Jun; 22; NZD millions; All other income Fees and commission income; Gains / losses on trading and hedging Net interest income; CLARE CAPITAL TECH INSIGHTS; Total assets for largest NZ banks as at June 2022 (NZD millions) Operating income for largest NZ banks for quarter ending June 2022 (NZD millions); Return on assets for NZ's five largest banks; Disclaimer; The information provided in this report has been sourced and calculated from The Reserve Bank New Zealand website and Disclosure Statements. 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.; -0.5; -; 0.5; 1; 1.5; Mar 2018 Mar 2019 Mar 2020 Mar 2021 Mar 2022; %; ANZ BNZ ASB Westpac Kiwibank; 0.3; 20% 19% 19%; 0.05; -; 0.05; 0.1; 0.15; 0.2; 0.25; 0.3; 0.35; -; 50000; 100000; 150000; 200000; 250000; ANZ BNZ ASB Westpac Kiwibank; % of total NZ bank assets; Assets (NZD millions); Cash and bank deposits Debt securities held; Net loans and advances Derivatives in an asset position; Repos and all other assets; 0.022; 0.022; 0.023; 0.02; 0.023; -; 0.005; 0.01; 0.015; 0.02; 0.025; -; 200; 400; 600; 800; 1000; 1200; 1400; ANZ BNZ ASB Westpac Kiwibank; Net interest margin (NIM); Operating income (NZD millions); All other income Fees and commission income; Gains / losses on trading and hedging Net interest income; In the June 2020; quarter Kiwibank; recorded an operating; loss of -17.8m due to; a large impairment; provision during the; Covid-19 pandemic; CLARE CAPITAL TECH INSIGHTS

9 Sep