This documents provides an overview of the Jacanda Capital business, the team, and recent M&A transactions in the TMT sectors

1. STRICTLY CONFIDENTIAL | NOT FOR DISTRIBUTION
Corporate Advisory Experience & Credentials

2. PAGE 2
Contents
Overview
1 Transaction
Experience
2 Client
Testimonials
3 4 Appendix

3. STRICTLY CONFIDENTIAL | NOT FOR DISTRIBUTION
Overview
1

4. PAGE 4
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

5. PAGE 5
Strong International Executive and M&A Experience
JAY HENNOCK
Executive 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 ALEXANDER
Executive 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

6. PAGE 6
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
AnnualisedRevenue
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

7. PAGE 7
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

8. PAGE 8
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

9. PAGE 9
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
§ 4 Sell-Side
§ 2 Buy-Side
§ 3 Capital Raisings
§ 2 Investments
§ 16 Sell-Side
§ 10 Buy-Side
§ 6 Capital Raisings
§ 4 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.

10. STRICTLY CONFIDENTIAL | NOT FOR DISTRIBUTION
Transaction
Experience
2

11. PAGE 11
Jacanda Capital Selected Transactions
2017
Undisclosed
Sold majority stake
2015
$4 million
Venture debt financing by
2013
$4 million
Received a minority equity
interest from
2016
$20 million
Acquired by
2015
Undisclosed
Acquired by
2013
Undisclosed
Asia subsidiary acquired by
2016
Undisclosed
Acquired by
2015
Undisclosed
Acquired by
2013
Undisclosed
Acquired by
2016
Undisclosed
Acquired by
2014
$18 million
Acquired by
2012
$14 million
Acquired by
2016
Undisclosed
Acquired by
2014
Undisclosed
Received equity interest
from
2012
$12 million
Received a minority equity
interest from

12. PAGE 12
Jacanda Capital Selected Transactions
2012
$5 million
Acquired by
2011
$29 million
Acquired by
2005
Undisclosed
AU/NZ subsidiaries merger
between
2012
$6 million
Acquired by
2008
USD$105 million
Acquired by
2003
Undisclosed
Sold.com.au
Acquired by
2011
$11 million
Received a minority equity
interest from
2007
$56 million
Acquired by
2011
$7 million
Acquired by
2005
Undisclosed
Major stake acquired by
Large Investment Bank
2011
Undisclosed
Acquired by
2005
Undisclosed
Major stake acquired by

13. 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
3weeks
• Initial Target Approaches
• Personal Follow Ups
• Complete NDAs
• Distribute Company
Presentation
• Organise Road Show
• Presentations to Qualified Targets
• Provide Further Information To
Targets
6weeks
• Receipt of Indicative Offers
• Prioritisation of Targets
• Final Negotiations
• Signing of Heads of Agreement
3weeks
• Final Due Diligence
• Legal Contract Negotiation
• Signing of Legals
• Complete Conditions Precedent
• Completion
5weeks
2
3
4
1

14. PAGE 14
Jacanda Executives have diverse Executive & Board
Experience

15. PAGE 15
Jacanda Executives have broad Online Classifieds M&A
Experience

16. PAGE 16
Selected TMT Transactional Experience - Australia

17. STRICTLY CONFIDENTIAL | NOT FOR DISTRIBUTION
Client
Testimonials
3

18. PAGE 18
Sale of Digital Media business – sport, mobile and video
Zac Zavos
CEO, 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

19. PAGE 19
Sale of Digital Media ad sales business in AU and NZ
Grant Allaway
Owner, 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
2016
Undisclosed
Acquired by

20. PAGE 20
Sale of B2B SaaS business – human resources and surveys
Lanning Bennett
CEO 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
2015
Undisclosed
Acquired by

21. PAGE 21
Sale of Digital Media & Directory business – restaurants and
food
2012
$6 million
Acquired by
Peter Huynh
Director, 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

22. PAGE 22
Sale of B2B SaaS business – human resources and surveys
Justin Butterworth
Joint-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

23. +61 2 8599 8810
philip@jacandacapital.com.au
+61 2 8599 8811
jay@jacandacapital.com.au
JAY HENNOCK PHILIP ALEXANDER
Level 13
234 George Street
Sydney NSW 2000 Australia

24. STRICTLY CONFIDENTIAL | NOT FOR DISTRIBUTION
Appendix4

25. PAGE 25
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

26. PAGE 26
Selected Atlas Technology Group Transactions
Apr 2015
$41 million
Acquired by
Jul 2014
Undisclosed
Acquired by
Leading Private
Equity Firm
Jul 2013
Undisclosed
Acquired by
Apr 2015
Undisclosed
Acquired by
Jun 2014
$74 million
Acquired by
Jun 2013
Undisclosed
Acquired assets of
Jan 2015
$40 million
Acquired by
Mar 2014
Undisclosed
Acquired by
Jun 2013
$34.5 million
Acquired by
Jan 2015
Undisclosed
Acquired by
Dec 2013
Undisclosed
Acquired by
May 2013
$120 million
Acquired by
Dec 2014
Undisclosed
Received a minority
equity interest from
Dec 2013
$30 million
Acquired by
Apr 2013
Undisclosed
Asia subsidiary acquired
by
Aug 2014
Undisclosed
Acquired by
Jul 2013
$35.8 million
Received a minority
equity interest from
Mar 2013
$151 million
Acquired by

27. PAGE 27
Selected Atlas Technology Group Transactions
Dec 2012
$417 million
Acquired by
Feb 2012
$50 million1
Acquired by
May 2010
Undisclosed
Acquired by
Oct 2012
Undisclosed
Acquired four business
lines from
Dec 2011
$40 million
Acquired by
Nov 2009
$100 million
Sold its stake in
to
Jul 2012
Undisclosed
Acquired by
Jan 2011
Undisclosed
Acquired by
May 2012
Undisclosed
Acquired by
Oct 2010
Undisclosed
Acquired by
May 2012
Undisclosed
Acquired by
Aug 2010
Undisclosed
DSAuditor Unit
Acquired by
Apr 2012
$110 million
Acquired by
May 2010
$1.2 billion
Acquired by
ESWC
Acquisitions
1 Includes earn-out

28. PAGE 28
USA Software Acquisitions in 2016
0.00 5.00 10.00 15.00 20.00 25.00 30.00
Linkedin
N
BlueCoat
TR IP
QLIK
DWRE
Transfirst
Citrix
MTKO
CVT
Jasper
JDPower
Eqiq
CD-Adapco
SAAS
Genesys
MESG
TXTR
Oil Price
OPWR
Serena
Diligent
Total $70 B
Public Private
2016 has been the biggest year on software M&A since 1999

29. 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
CompanyGrowthrate%
EV/LTM Revenue (multiple)
Private Equity
Strategic
SaaS valuations in 2016 are closely correlated to company growth rates

30. PAGE 30
Start Ups in Australia will need to look offshore for
later stage capital
NO. OF START UPS IN
AUSTRALIA OVER
5 YR PERIOD STAGE
AVERAGE
AMOUNT
INVESTED
TOTAL
FUNDING
REQUIRED
FUNDING
AVAILABLE FROM
AUSTRALIAN 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
50
have material
liquidity event
150
receive Series A
funding
300
achieve angel
funding
1000
achieve seed
funding
9,000
start-ups are
uninvestable
10,000
start-ups are formed over
5 yr period in Australia
Source: Artesian, 2017

31. +61 2 8599 8810
philip@jacandacapital.com.au
+61 2 8599 8811
jay@jacandacapital.com.au
JAY HENNOCK PHILIP ALEXANDER
Level 13
234 George Street
Sydney NSW 2000 Australia