Jacanda Capital - Business Overview & Credentials

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Corporate Advisory Experience & Credentials

PAGE 2

Contents

Overview1 Transaction Experience

2 Client Testimonials

3 4 Appendix


Overview1

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We specialise in the provision of independent corporate and strategic advice to companies in the Australian, Asian, US and European technology, media and telecommunications markets.

Our Advisory Scope – Media, Technology & Telco Focus

Asian Expansion

Strategy

Capital RaisingM&A

Members of the Jacanda Capital team have advised companies in over 100 transactions with a combined value of over $4.5bn

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Strong International Executive and M&A Experience

JAY HENNOCKExecutive Director

Jay has over 25 years experience in investment banking, and in his own technology companies

In 1991, he co-founded Access Gaming Systems, which had licensees throughout Europe and Asia, and he sold his shareholding to International Game Technology in 1998. At Bank of America he led the Financial Markets Advisory Group and prior to this, Jay worked in Corporate Finance at Citibank.

Jay has also sold Bioatrix to ZZ Biotech LLC in 2015 and is currently a Director of ZZ Biotech.

M&A technology transactions completed at Jacanda since 2006 total over $1bm.

Previous Experience

PHILIP ALEXANDERExecutive Director

Philip has spent his career in the media and technology sectors working in senior strategic, M&A, and operational roles in Australia, Europe and Asia.

Since 1991, he has advised over 40 companies in M&A transactions with a combined deal value of $3.2 billion. This corporate advisory work included capital raisings, acquisitions, IPOs, joint ventures, mergers and divestments.

Philip is Chairman of SaaS platform, Dynamic Creative. He is also an investor of several early stage technology companies in Australia, Asia and the USA.

Previous Experience

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Our focus is M&A in the TMT sectors, advising companies with more than $5m in annualised revenue

Jacanda M&A focus:

• Technology

• Media

• Telecommunications

Specific Sectors:• IT Services

• SaaS

• Digital Media

• AdTech

• E-Commerce

• Security Software

• Data Centre

• AR/VR

Family & Friends

Seed

Angels& VC

Strategic, VC & PE

Strategic, PE & IPO

$0m

$5m

$10m

$15m

Idea Pre-Revenue Pre-Profit Profit Exit

Annu

alis

edR

even

ue

Ratio of # pitch meetings to success

Size of capital raised <$200K $200K - $500K $500K - $2m $2m - $20m >$20m

2% 3% - 10% 3% - 10% 10% - 50% 50% - 75%

Company Stage

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We have Global Reach and Experience Across Australia, US, and the EU

Jacanda Capital has completed 11 transactions with Atlas in recent years, including the sale of Australian software business Rule Burst to Oracle for US$105m

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Strong Partnership with Atlas provides Global Reach & Access

§ Jacanda Capital collaborates with our USA-based strategic partner Atlas Technology Group to provide global investment banking services to technology companies in the Asia-Pacific.

§ Leading West Coast investment bank with a software and technology focus. Atlas has more banking partners in the software sector than any other bank.

§ Services include M&A, Equity Capital Raising, and Corporate/Business Development.

§ Business model is based on the foundation of providing differentiated, value-added advice and services to our clients on important strategic decisions and transactions.

Atlas has led 19 cross-border transactions since 2010

Atlas has led 28 software transactions since 2013

• Sale of Ventyx to ABB for $1.2b• Sale of Springsoft to Synopsys for

$417m• Thoma Bravo’s Acquisition of

Euronextta for $105m• Minority investment of $35.8m from

Insight Venture Partners in Mediaspectrum

Notable Transaction Experience

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Specialising in Cross-Border M&A Transactions in TMT

Seller

Buyer

Capital raising

Investor

Asia

Sydney

Australia & NZ

§ 10 Sell-Side§ 6 Buy-Side§ 5 Capital Raisings§ 2 Investments



The Jacanda Team has recently managed M&A Transactions in 7 Countries with Buyers in 6 Countries and Sellers in 4 Countries. The team has also completed deals in 5 Australian cities.


Transaction Experience

2

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Jacanda Capital Selected Transactions2017Undisclosed

Sold majority stake

2015$4 million

Venture debt financing by

2013$4 million

Received a minority equity interest from

2016$20 million

Acquired by

2015Undisclosed

Acquired by

2013Undisclosed

Asia subsidiary acquired by

2016Undisclosed

Acquired by

2015Undisclosed

Acquired by

2013Undisclosed

Acquired by

2016Undisclosed

Acquired by

2014$18 million

Acquired by

2012$14 million

Acquired by

2016Undisclosed

Acquired by

2014Undisclosed

Received equity interest from

2012$12 million


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Jacanda Capital Selected Transactions2012$5 million

Acquired by

2011$29 million

Acquired by

2005Undisclosed

AU/NZ subsidiaries merger between

2012$6 million

Acquired by

2008USD$105 million

Acquired by

2003Undisclosed

Sold.com.au

Acquired by

2011$11 million


2007$56 million

Acquired by

2011$7 million

Acquired by

2005Undisclosed

Major stake acquired by

Large Investment Bank

2011Undisclosed

Acquired by

2005Undisclosed

Major stake acquired by

PAGE 13

There are four key phases to a transaction, as outlined below, which typically take 3 – 4 months to complete.

Jacanda Capital Advisory Process

Documentation Preparation

Target Marketing

Deal Negotiation

Final DD & Completion

Key Tasks Indicative Timing

• Sign Engagement Agreement • Conduct Organisation Meeting • Agree Project Schedule • Request /Prepare Open

Markets Information • Provide Draft NDA

• Prepare Draft Target List • Complete Exec Summary • DD Planning/File Preparation • Prepare Company Presentation • DD Documentation Approvals

3 weeks

• Initial Target Approaches• Personal Follow Ups • Complete NDAs• Distribute Company

Presentation

• Organise Road Show • Presentations to Qualified Targets • Provide Further Information To

Targets

6 weeks

• Receipt of Indicative Offers • Prioritisation of Targets • Final Negotiations • Signing of Heads of Agreement

3 weeks

• Final Due Diligence • Legal Contract Negotiation • Signing of Legals• Complete Conditions Precedent • Completion

5 weeks

2

3

4

1

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Jacanda Executives have diverse Executive & Board Experience

PAGE 15

Jacanda Executives have broad Online Classifieds M&A Experience

PAGE 16

Selected TMT Transactional Experience - Australia


Client Testimonials

3

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Sale of Digital Media business – sport, mobile and video

Zac ZavosCEO, Conversant Media“I recently retained Phil to advise on the potential strategic sale of our business, Conversant Media, one of Australia’s leading digital media businesses.We had received informal expressions of interest in the business over the years, but we felt it important to have someone with deep experience steer the process. Phil managed this process from beginning to end including assisting with preparation of investor materials, approaching a select group of strategic players, and setting up the virtual due diligence data room.

Phil’s knowledge of the sector, the issues, the potential buyers, and the challenges with completing a transaction (across legal, tax and operations), were instrumental in a successful outcome for all parties.

We achieved a strong result and I would recommend Phil to other businesses seeking similar advice and experience.”

November 21, 2016

2016$20 million

Acquired by

PAGE 19

Sale of Digital Media ad sales business in AU and NZ

Grant AllawayOwner, AD2ONE Group“I was introduced to Philip in August 2015 with a view to making an exit from the AU and NZ markets. He immediately understood the current business, its customer proposition and importantly, was well connected with potential purchasers in major international markets.

Towards the end of 2015, he presented the business as an acquisition opportunity to several local and international advertising technology and advertising sale companies. Once we had received a number of offers, then term sheets, Philip managed and led the due diligence process and ensured we successfully navigated the issues and challenges to completing the transaction across legal, tax and business operations.

This was a challenging transaction with several entities in different territories, with multiple currencies and time zones. Unusually the sellers, buyers, corporate advisor and lawyers never met in person. Phil worked over the holiday season to ensure we closed the transaction before the end of 2015. Phil's knowledge of the sector, as well as his overall business and M&A experience, were instrumental in closing the deal when major USA advertising technology company, Gravity 4, acquired the business in late 2015.

I achieved a strong result and I would recommend Philip to any business seeking similar advice and experience.” March 1, 2016

2016Undisclosed

Acquired by

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Sale of B2B SaaS business – human resources and surveys

Lanning BennettCEO and Founder, COI Group”“I met Philip in August 2014 with a view to receiving advice about the right strategic path and potential exit for my HR SaaS business, COI Group. He immediately understood the current business, its customer proposition, and importantly, he advised how to best achieve a successful exit.

Towards the end of 2014, we presented the business as an acquisition opportunity to several software and professional services companies. Once we had received offers, then terms sheets, Philip managed the due diligence process and ensured we successfully navigated the issues and challenges to completing the transaction across legal, tax and business operations.

Phil's knowledge of the sector, as well as his overall business and M&A experience, were instrumental in closing the deal in early 2015, when ASX-listed SaaS company 8common acquired 100% of the business for cash.

I achieved a very strong result and I would recommend Philip to any business seeking similar advice and experience.”

May 4, 2015

2015Undisclosed

Acquired by

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Sale of Digital Media & Directory business – restaurants and food

2012$6 million

Acquired by

Peter HuynhDirector, Optus Innov8+“Phil advised us on the Eatability acquisition and helped to navigate a range of structuring and diligence related issues. The Eatability transaction was the first for Optus in the digital space and his guidance was instrumental in helping us get to completion with an orderly process.

It was a pleasure to work with Phil and his colleagues on the transaction and would be happy to recommend their work”

April 16, 2014

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Sale of B2B SaaS business – human resources and surveys

Justin ButterworthJoint-CEO, Occupancy.com“I worked with Philip in 2010 and 2011 when he first approached me as co-CEO of Occupancy.com. At that time Phil advised that the timing was right in the online travel industry to commence strategic partnering and M&A discussions with the major local and international media and online travel companies. During this process Phil managed the development of our detailed Information Memorandum, Investor Presentation and Financial Forecasts. The transaction was completed following a competitive multi-party process, leading to a complete sale of Occupancy.com to Fairfax for $29m - a superior result. Throughout this nine month engagement Phil was professional, good-humoured and collegiate, working with a diverse team of legal, tax, and financial experts to ensure the transaction was completed. His operational experience, strategic advice, as well as his knowledge of post-acquisition integration issues, were all valuable.

I enjoyed working with Phil and would recommend him to anyone seeking similar transactional, strategic or operational advice.”

April 12, 2012

2011$29 million

Acquired by

+61 2 8599 [email protected]


JAY HENNOCK PHILIP ALEXANDER

Level 13234 George Street Sydney NSW 2000 Australia


Appendix4

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Jacanda Capital's principals are regular speakers at industry events and commentators in business media

Our Sector Expertise

Wisetech - the Major B2B SaaS Company has ASX Debut in 2016

ASX IPO 2017 Outlook - Technology v Mining

ASX Technology IPOs still offering value in 2017

07 Feb, 2017

Philip Alexander - Executive Director, Jacanda Capital was interviewed by CNBC on the day of the ASX IPO of Wisetech in April 2016

06 Feb, 2017

Philip Alexander - Executive Director, Jacanda Capital was interviewed by CNBC on the ASX IPO outlook for 2017.

02 Mar, 2017

Low returns from technology companies that listed on the ASX in 2016 should not dissuade investors from embracing tech IPOs in 2017, according to Jacanda Capital

Watch Interview Watch interview See More

PAGE 26

Selected Atlas Technology Group TransactionsApr 2015$41 million

Acquired by

Jul 2014Undisclosed

Acquired by

Leading Private Equity Firm

Jul 2013Undisclosed

Acquired by

Apr 2015Undisclosed

Acquired by

Jun 2014$74 million

Acquired by

Jun 2013Undisclosed

Acquired assets of

Jan 2015$40 million

Acquired by

Mar 2014Undisclosed

Acquired by

Jun 2013$34.5 million

Acquired by

Jan 2015Undisclosed

Acquired by

Dec 2013Undisclosed

Acquired by

May 2013$120 million

Acquired by

Dec 2014Undisclosed


Dec 2013$30 million

Acquired by

Apr 2013Undisclosed

Asia subsidiary acquired by

Aug 2014Undisclosed

Acquired by

Jul 2013$35.8 million


Mar 2013$151 million

Acquired by

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Selected Atlas Technology Group TransactionsDec 2012$417 million

Acquired by

Feb 2012$50 million1

Acquired by

May 2010Undisclosed

Acquired by

Oct 2012Undisclosed

Acquired four business lines from

Dec 2011$40 million

Acquired by

Nov 2009$100 million

Sold its stake in

to

Jul 2012Undisclosed

Acquired by

Jan 2011Undisclosed

Acquired by

May 2012Undisclosed

Acquired by

Oct 2010Undisclosed

Acquired by

May 2012Undisclosed

Acquired by

Aug 2010Undisclosed

DSAuditor Unit

Acquired by

Apr 2012$110 million

Acquired by

May 2010$1.2 billion

Acquired by

ESWCAcquisitions

1 Includes earn-out

PAGE 28

USA Software Acquisitions in 2016

0.00 5.00 10.00 15.00 20.00 25.00 30.00

LinkedinN

BlueCoatTR IPQLIK

DWRETransfirst

CitrixMTKO

CVTJasper

JDPowerEqiq

CD-AdapcoSAAS

Genesys MESGTXTR

Oil PriceOPWRSerenaDiligent

Total $70 B

Public Private

2016 has been the biggest year on software M&A since 1999

PAGE 29

USA Software Acquisitions in 2016

LNKD

N

BlueCoat

QLIK

DWRE

TransFirst

MTKO

Epiq

SAAS

MESG

TXTR

OPWR

Diligent CVT

-10

0

10

20

30

40

50

0 2 4 6 8 10 12 14

Com

pany

Gro

wth

rate

%

EV/LTM Revenue (multiple)

Private Equity

Strategic

SaaS valuations in 2016 are closely correlated to company growth rates

PAGE 30

Start Ups in Australia will need to look offshore for later stage capital

NO. OF START UPS INAUSTRALIA OVER

5 YR PERIOD STAGE

AVERAGEAMOUNT

INVESTED

TOTALFUNDING

REQUIRED

FUNDINGAVAILABLE FROMAUSTRALIAN VCs

SERIES B& LATER $50M $2,500M 20% AVAILABLE

SERIES A $5M $750M 75% AVAILABLE

ANGEL $500K $150M AVAILABLE

SEED $50K $50M AVAILABLE

AVOID $0 $0

FORMED

50have materialliquidity event

150receive Series A

funding

300achieve angel

funding

1000achieve seed

funding

9,000start-ups areuninvestable

10,000start-ups are formed over

5 yr period in Australia

Source: Artesian, 2017



JAY HENNOCK PHILIP ALEXANDER

Level 13234 George Street Sydney NSW 2000 Australia

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