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Clare Capital Credentials About Us Clare Capital is an investment banking firm based in Wellington (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, New Zealand ▪ 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 Xero 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)