Clare Capital Credentials
About Us Clare Capital undertakes rigorous analysis and provides thoughtful advice from extensive experience to help Boards and CEOs make optimal capital, asset and strategic decisions. History of Clare Capital Clare Capital has been in operation and completing transactions since 2006. In 2009, Clare Capital principal Mark Clare co-founded boutique investment banking firm Woodward Partners with Mark Donnell and Nick Lewis. In 2013, Woodward Partners split apart and Mark Clare returned to operating under the Clare Capital brand. This document will reference transactions completed by Mark Clare under the Clare Capital and Woodward Partners brands. It will only reference Woodward Partners transactions and mandates that Mark Clare either led or had a senior material role in. Clare Capital has strong existing relationships with experienced corporate finance and industry professionals who can extend our capabilities on mandates, if appropriate. Clare Capital also has relationships with other financial institutions that can be utilised if specific additional services are required. Advisory and Transaction Services 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. The investment banking team provides advisory and transactional services across: Mergers & Acquisitions (M&A) combining detailed financial analysis with extensive M&A experience to help our clients maximize outcomes. Capital Management advising clients on their capital raising activities. 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. Strategic Advice strategic and commercial advice to clients including: detailed strategic options analysis for clients facing key decisions and structuring and negotiating financial and commercial agreements. PAGE 1
Our Network M&A Financial Modelling Technology Insights Capital Raising Private Company Benchmarking Corporate Advisory Advanced Insights PAGE 2
Mergers & Acquisitions Mandates 2018 Advised Touchtech on the company s merger with Springload. 2017 Advised the owners of COMSMART on the company s sale to Fortlock Holdings. 2017 Advised the owners of The Campbell Institute on the company s sale to ACG Education. Clare Capital combines detailed financial analysis with extensive M&A experience to help our clients maximise outcomes for their shareholders by: Selling or acquiring assets or companies. Merging their company with others. Conducting financial due diligence. Negotiating term sheets and sale and purchase agreements. Developing comprehensive financial models to complete valuations and to predict capital requirements. 2017 Advised the owners of ProActive Rehab on the company s sale to Acurity Health Group. 2017 Advised the owner of City Medical Centre on the company s sale of the business to their employees. 2016 Advised the owners of Direct FX on the company s sale to Collinson Forex. 2016 Advised ProActive Rehab on multiple buy-side mandates. 2016 Advised a shareholder of Kuaka Equity Investments on their stake in the business to the other shareholder. 2015 Advised ProActive Rehab on multiple buy-side mandates. 2014 Advised the owner of Heyday on the company s sale to WPP. 2014 Advised the owner of Environmental Offshore Services on the company s sale to SLR Consulting. 2014 Advised NZX on the sale of their NewsRoom business unit to Sublime Group. 2013 Advised the owners of MetOcean on the company s sale to MetService. 2012 Advised the owners of Radian Technology on the company s sale to Tru-Test. 2011 Advised BNZ on the sale of their Insurances business to Aon. PAGE 3
Capital Management Mandates 2017 Advised Quality NZ on their capital raise from local investors. 2016 Advised Raygun on their second capital raising round from local investors. 2015 Advised Cin7 on their second capital raising round from local investors. Clare Capital advises clients on their capital raising activities, such as: Venture capital investments. Rights issues for listed companies. Initial Public Offerings (IPO). Strategic investments. Acquisition financings. Capital restructurings. Alliances and joint ventures. 2015 Advised Cin7 on their capital raise from local investors. 2014 Advised ProActive Rehab on financing options for its M&A strategy. 2014 Advised Raygun on their capital raising from local investors. 2013 Advised Scoop Media on a company reorganization and capital raising from a local investor. 2012 Advised CricHQ on their capital raising from offshore and local investors. PAGE 4
Corporate Finance Mandates 2018 Built an options analysis model of Plexure for the company. 2018 Built a financial model of RedShield for the company. 2017 Completed strategic advisory around performance metrics for Seequent. Clare Capital combines fundamental corporate finance principles with realworld practical experience to provide clients including: Valuations. Capital structure advice. Option and incentive schemes. Financial modelling. Metrics analysis board/shareholder/market communications. Capital requirements equity. Capital requirements debt financing. Merger and acquisition modelling. Strategic modelling. Operational modelling. Equity research modelling. 2017 Built a financial model of Plexure for the company. 2017 Completed operational budgeting for Optimal Workshop. 2017 Built a financial model of ComplyWith for the company. 2017 Built a financial model of Mojo Coffee for the company. 2017 Completed a valuation of Mango for the company. 2017 Completed operational metrics for ComplyWith. 2017 Completed valuation metrics for Punakaiki Fund s portfolio companies. 2016 Completed operational budgeting and management forecasting for Cin7. 2015 Built a financial model of Rubio for the company. 2015 Released multiple equity research reports on Pushpay commissioned by the company. 2015 Built a financial model of Cin7 for the company. 2015 Completed a valuation of Data Torque for the company. 2015 Built a financial model of CricHQ for the company. 2015 Built a financial model of Giapo for the company. 2014 Built a financial model of Pushpay for the company. 2014 Built a financial model of Xero for the company. 2014 Built a financial model of Raygun for the company. PAGE 5
Strategic Advice Mandates 2018 Advised Volpara Solutions on its strategic options in the New Zealand market. 2017 Advised AA Smartfuel on its strategic options including detailed M&A options. 2017 Advised HMI Technologies of its strategic options in the New Zealand market. Clare Capital offers strategic and commercial advice to clients including: Detailed strategic options analysis for clients facing important decisions. Structuring and negotiating financial and commercial agreements. 2017 Advised an Australasian Financial Institution on M&A strategic options in the New Zealand market. 2015 Advised NEC New Zealand of its M&A strategic options in the New Zealand market. 2015 Provided strategic advice to a NZ Rewards Company. 2014 Completed a valuation and strategic advice report for Backdoor Surf. 2012 Advised a North American Oil and Gas Company on strategic options in the New Zealand market. PAGE 6
Our Team Mark Clare Managing Partner Mark has over 20 years commercial and corporate finance experience, with a background in investment banking, strategy and technology. Mark has completed a multitude of M&A transactions for large entities and private companies as well as valuations and strategic options & corporate finance analysis. Mark is also the founder of Valuecruncher a web-based software application that provides interactive valuation tools for publicly-traded companies. Prior to founding Clare Capital, Mark worked for the investment banks Cameron & Company (now Cameron Partners), Morel & Co and Woodward Partners. Mark holds a MBA (awarded with distinction) from Victoria University and a Bachelor of Business Studies (Accountancy) from Massey University. Kent Hammond Director Kent has over 10 years advanced modelling and corporate finance experience encompassing roles both in New Zealand and in London. He has advised on both buy and sell side M&A transactions and provided strategic advisory services to range of clients. Kent spent two years in London as a Business Modelling Manager for a large UK property investment company. Kent holds a Master of Science from the University of Otago as well as a Post Graduate Certificate in Finance specialising in Advanced Financial Modelling from the London School of Business and Finance. Ben Forster Director Ben has experience in corporate finance, venture capital and private equity. Before joining Clare Capital he spent 10 years in the UK. While working for Mitsui & Co in London, he made venture capital and growth capital investments. He also advised Mitsui s business units on strategy, M&A and corporate development. Ben started his career in Wellington working for No 8 Ventures and Morel & Co. Ben holds a Bachelor of Science and Commerce (Economics, Finance and Computer Science) from Victoria University. He has also completed a course of Executive Education at Ashridge Business School. mark.clare@clarecapital.co.nz +64-21-470227 www.linkedin.com/in/markclare www.twitter.com/clarecapital kent.hammond@clarecapital.co.nz +64-27-2439932 www.linkedin.com/in/kenthammond ben.forster@clarecapital.co.nz +64-27-5413140 www.linkedin.com/in/ben-forster www.twitter.com/benjaminforster PAGE 7
Our Team Alex Gordon Director Alex has worked in both the United States and New Zealand providing corporate finance advisory and modelling services to both the public and private sector, including working with some of the world s largest technology companies. Before Clare Capital Alex worked in PwC s Corporate Finance and Value Consulting teams. Alex holds a Bachelor of Commerce from Victoria University and is a CFA charterholder. He is a previous winner and current question designer of the Financial Modelling World Championships. Rhys Whiting Associate Director Rhys has been involved in a number of transactions at Clare Capital including M&A transactions, strategic options & corporate finance analysis and financial modelling & valuations. Rhys also completes the weekly technology insights and the monthly SaaS benchmarking metrics for private NZ companies. Rhys holds a Masters in Management Studies majoring in Applied Economics and Finance from the University of Waikato. Vicky Upton General Manager Vicky has a background in client service and business development. She has extensive experience in both the public and private sector and her career has spanned marketing, project management, behaviour change and advertising. Her role at Clare Capital is to help drive the strategic direction of the business, to co-ordinate business development activity, and to develop processes which get things done efficiently. Vicky holds a post-graduate Diploma in Media Studies (Massey) and a Bachelor of Arts with Honours in History (Victoria). alex.gordon@clarecapital.co.nz +64-27-2467366 www.linkedin.com/in/nzalexgordon rhys.whiting@clarecapital.co.nz +64-21-2022686 www.linkedin.com/in/rhyswhiting www.twitter.com/rhyswhiting vicky.upton@clarecapital.co.nz +64-21-521970 www.linkedin.com/in/vicky-upton-94657411 www.twitter.com/vickster_nz PAGE 8
Reports & Insights Along with specific paid mandates, Clare Capital also provides the following free of charge: Technology Insight Reports Clare Capital provides a free, weekly technology insights report to over 650+ subscribers including founders, company executives, and investors. Each report is two-pages, graphic-heavy on a wide range of different metrics and information. Previous reports include: Private SaaS Company Benchmarking Metrics Clare Capital runs a free, monthly benchmarking exercise for 20+ privately-held SaaS companies. The purpose is to understand how the SaaS industry is operating and for companies to compare themselves anonymously against the selected group. The 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. Liquidity metrics. EBITDA margins. Revenue growth rates. Revenue per employee. Share price performance. Technology acquisitions. Valuations. Every third Friday of the month, the SaaS benchmarking participants send through a dozen SaaS metrics from the previous month using a template excel sheet. Clare Capital collects and then send back the companies metrics against the median metrics of the population. Examples of Reports SaaS Metrics Framework PAGE 9
Clare Capital Level 5, 1 Woodward Street, PO Box 10269 Wellington 6143, New Zealand Contact: Mark Clare Mobile +64-21-470227 Email: mark.clare@clarecapital.co.nz