Clare Capital

Credentials About Us

Clare Capital is an investment banking firm based in (NZ) specialising in mergers & acquisitions (M&A), capital raises, valuations, financial modelling, corporate finance advisory, private company benchmarking and technology insights.

Clare Capital is an experienced team, with a reputation for original well-considered ideas backed by structured thinking and deep analytics.

Clare Capital adds value by:

▪ Originating ideas for clients. ▪ Assisting clients by completing analysis of issues. ▪ Assisting clients to complete commercial transactions. Clare Capital The investment banking team provides advisory and transactional services across: www.clarecapital.co.nz

▪ Mergers & Acquisitions (M&A) – combining detailed financial analysis with extensive M&A experience to help our clients maximize outcomes. Level 5, 1 Woodward Street, PO Box 10269 ▪ Capital Management – advising clients on their capital raising activities. Wellington 6143, ▪ Corporate Finance – combining fundamental corporate finance principles with real-world practical experience to provide clients with: valuations, capital structure advice, and option and incentive schemes and financial modelling. Contact: Mark Clare ▪ Strategic Advice – strategic and commercial advice to clients including: detailed strategic options analysis for clients facing key decisions and structuring and Mobile +64-21-470227 negotiating financial and commercial agreements. Email: [email protected]

www.clarecapital.co.nz PAGE 1 Our Network

M&A

Financial Technology Modelling Insights

Private Capital Raising Company Benchmarking

Corporate Advanced Advisory Insights

www.clarecapital.co.nz PAGE 2 Mergers & Acquisitions

The graphics below represent a selection of recent Merger & Acquisition (M&A) mandates:

2020 2019 2019 2018

Advised The Last Advised NZX on the Advised Snapper, a Advised Flight Coffee Clare Capital combines detailed financial Pickle on its sale to sale of their subsidiary of Infratil, on Group on the the company’s sale to company’s sale to analysis with extensive M&A experience to DataStax FundSource business unit to Zenith Allectus Capital Nomad Limited help our clients maximise outcomes for their shareholders by:

2018 2018 2018 2018 ▪ Selling or acquiring assets or companies. ▪ Merging their company with others. ▪ Conducting financial due diligence. ▪ Negotiating term sheets and sale Advised on Advised the owners of Advised Touchtech on Advised the owners of and purchase agreements. acquisition of UK tax Computer Power Plus the company’s merger ProActive Software ▪ Developing comprehensive financial prep software Instafile on their sale to with Springload on the company’s sale to Entrust Global models to complete valuations and Whitecliffe Enterprises to predict capital requirements.

2017 2017 2016 2014

Advised the owners of Advised the owners of Advised the owners of Advised the owner of COMSMART on the Proactive Rehab on Direct FX on the Heyday on the company’s sale to the company’s sale to company’s sale to company’s sale to WPP Fortlock Holdings Acurity Health Group Collinson Forex

www.clarecapital.co.nz PAGE 3 Capital Management

The graphics below represent a selection of recent Capital Management mandates:

2019 2019 2019 2017

Advised Ranqx on their Advised Mobi2Go on Advised New Zealand Advised QualityNZ on Clare Capital advises clients on their capital capital funding options their capital raise from Oil & Gas on the their capital raise from raising activities, such as: from a NZ financial a local investor takeover offer from local investors institution OGOG

▪ Venture capital investments. ▪ Rights issues for listed companies. 2014 & 2016 2015 2015 2013 ▪ Initial Public Offerings (IPO). ▪ Strategic investments. PRIVATE ▪ Acquisition financings. INVESTOR ▪ Capital restructurings. Advised Raygun on Advised Cin7 on their Facilitated off market Advised Scoop Media ▪ Alliances and joint ventures. their capital raisings capital raises from local block trade to secure on a reorganization round from local investors 19.9% stake in NZX- and capital raising investors listed tech company from an investor

www.clarecapital.co.nz PAGE 4 Corporate Finance

The graphics below represent a selection of recent Corporate Finance mandates:

2019 2019 2019 2019

Built an internal Completed SaaS Completed valuation Assisted ikeGPS in Clare Capital combines fundamental financial model for metrics and operational metrics for Punakaiki communicating their corporate finance principles with real-world PaySauce budgeting for Fund’s portfolio SaaS story to investors Storypark companies practical experience to provide clients including:

2018 2018 2017 2017 ▪ Valuations. ▪ Capital structure advice. ▪ Option and incentive schemes. ▪ Financial modelling. ▪ Metrics analysis – Built an internal Built an options Completed operational Built an internal board/shareholder/market financial model for analysis model for budgeting for Optimal financial model for communications. RedShield Plexure Workshop ComplyWith ▪ Capital requirements – equity. ▪ Capital requirements – debt financing.

▪ Merger and acquisition modelling. 2017 2017 2014 2014 ▪ Strategic modelling. ▪ Operational modelling. ▪ Equity research modelling.

Built an internal Completed strategic Built an internal Built an internal financial model for advisory around financial model for financial model for Cin7 performance metrics Xero Pushpay for Seequent

www.clarecapital.co.nz PAGE 5 Strategic Advice

The graphics below represent a selection of recent Strategic Advice mandates:

2020 2019 2019 2019

Advised ACS Data on Advised PaySauce on Advised Z Electric on Advised Homes.co.nz strategic growth on its M&A strategic Clare Capital offers strategic and its strategic options in its investor relations the New Zealand and communication to options options commercial advice to clients including: market the market

▪ Detailed strategic options analysis for clients facing important decisions. 2018 2017 2017 2015 ▪ Structuring and negotiating financial and commercial agreements.

Advised Volpara Advised HMI Advised AA Smartfuel Advised NEC New Solutions on its Technologies of its on its strategic options Zealand of its M&A strategic options in the strategic options in the including detailed strategic options in the New Zealand market New Zealand market M&A options NZ market

www.clarecapital.co.nz PAGE 6 Our Team

Mark Clare Ben Forster Alex Gordon

Managing Partner Director Director

Mark has over 20 years commercial and corporate finance Ben has experience in corporate finance, venture capital Alex has worked in both the United States and New experience, with a background in investment banking, and private equity. Before joining Clare Capital, he spent Zealand providing corporate finance advisory and strategy and technology. Mark has completed a multitude 10 years in the UK. While working for Mitsui & Co in modelling services to both the public and private sector, of M&A transactions for large entities and private London, he made venture capital and growth capital including working with some of the world’s largest companies as well as valuations and strategic options & investments. He also advised Mitsui’s business units on technology companies. corporate finance analysis. Mark is also the founder of strategy, M&A and corporate development. Valuecruncher – a web-based software application that Before Clare Capital Alex worked in PwC’s Corporate provides interactive valuation tools for publicly-traded Ben started his career in Wellington working for No 8 Finance and Value Consulting teams. companies. Ventures and Morel & Co. Alex holds a Bachelor of Commerce from Victoria Prior to founding Clare Capital, Mark worked for the Ben holds a Bachelor of Science and Commerce University and is a CFA charter holder. He is a previous investment banks Cameron & Company (now Cameron (Economics, Finance and Computer Science) from Victoria winner and current question designer of the Financial Partners), Morel & Co and Woodward Partners. Mark University. He has also completed a course of Executive Modelling World Championships. holds a MBA (awarded with distinction) from Victoria Education at Ashridge Business School. University and a Bachelor of Business Studies (Accountancy) from Massey University.

Contact Details Contact Details Contact Details

[email protected] [email protected] [email protected]

+64-21-470227 +64-27-5413140 +64-27-2467366

www.linkedin.com/in/markclare www.linkedin.com/in/ben-forster www.linkedin.com/in/nzalexgordon

www.twitter.com/ClareCapital www.twitter.com/benjaminforster

www.clarecapital.co.nz PAGE 7 Our Team

Robin Basra Eliot Brown Vicky Upton

Analyst Analyst General Manager

Robin has an engineering consulting background with a Eliot formerly worked at Lewis Tucker, where he was Vicky has a background in client service and business strong analytical focus. His previous experience includes involved in capital raises and corporate finance analysis. development. She has extensive experience in both the financial modelling and economic analysis on a diverse In 2019, Eliot received a Master of Commerce from public and private sector and her career has spanned range of projects. Victoria University in Finance. As part of his Masters, Eliot marketing, project management, behaviour change and wrote two theses on carbon pricing, for which he was advertising. awarded the GGG Watson Award in Economics. Robin holds a Bachelor of Engineering (1st class Honours) and Commerce from the University of Auckland majoring Her role at Clare Capital is to help drive the strategic in Mechanical Engineering and Finance. Before beginning his university studies, Eliot taught in direction of the business, to co-ordinate business Argentina. In 2016, Eliot participated in a university development activity, and to develop processes which get exchange to Colombia, where finance and economics things done efficiently. classes were taught in Spanish. Along with his Master of Commerce, Eliot holds a Bachelor of Commerce from Vicky holds a post-graduate Diploma in Media Studies Victoria University majoring in economics, international (Massey) and a Bachelor of Arts with Honours in History business, and finance, with a minor in Spanish. (Victoria).

Clarissa Nowak

Analyst

Clarissa has experience as an actuarial analyst, with a focus on valuation, process automation and problem solving. Prior to Clare Capital, she worked for Cigna NZ after receiving the Cigna Actuarial Scholarship at Victoria University.

Clarissa holds a Bachelor of Science with a double major in Mathematics and Actuarial Science.

www.clarecapital.co.nz PAGE 8 Reports & Insights

Along with specific paid mandates, Clare Capital also provides the following free of charge:

Technology Insight Reports Private SaaS Company Benchmarking Metrics Clare Capital provides a free, weekly technology insights report to over 1,200 subscribers Clare Capital runs a free, monthly benchmarking exercise for 20+ privately-held SaaS including founders, company executives, and investors. Each report is two-pages, companies. The purpose is to understand how the SaaS industry is operating and for graphic-heavy on a wide range of different metrics and information. Previous reports companies to compare themselves anonymously against the selected group. The include: monthly metrics then can be used at a company’s board meetings to track how the company is performing against its SaaS peers.

▪ Revenue multiples. ▪ Revenue per employee. Every third Friday of the month, the SaaS benchmarking participants send through a ▪ Liquidity metrics. ▪ Share price performance. dozen SaaS metrics from the previous month using a template excel sheet. Clare Capital ▪ EBITDA margins. ▪ Technology acquisitions. collects and then send back the companies metrics against the median metrics of the population. ▪ Revenue growth rates. ▪ Valuations.

SaaS Metrics Framework Examples of Reports

www.clarecapital.co.nz PAGE 9