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Plexure Group Limited (NZX: PX1) Plexure and TASK to Merge

Monday 16th August 2021

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Plexure Group Limited, a global mobile engagement software company, today announces that it has entered into a conditional agreement to acquire Task Retail Pty Limited of Australia and its global subsidiaries (“TASK”), for A$120 million to be paid in a mixture of cash and Plexure ordinary shares.

TASK delivered pro-forma revenue of NZ$14.0m and a pro-forma EBITDA of NZ$2.4m for the year ended 30 June, 2021. The majority of TASK’s revenue is recurring and a growing proportion of this revenue is derived from clients in North America.

Phil Norman, Plexure Group Chairman, said: “Our clients want to provide each customer a personalised, positive experience on device and in-venue. Major enterprise customers strive (and usually fail) to do this today by integrating multiple vendor solutions and managing complex internal management requirements.”

“With this acquisition, we will enable clients to deliver a better experience and a personalised and seamless service to all their customers, on mobile devices and throughout the venue, through an integrated, highly scalable platform,” said Mr Norman.

“As well as an outstanding platform, TASK brings us an enviable list of blue-chip clients, multiple segment deployments, growing recurring revenue and a strong leadership team,” he said.

“Upon completion, Daniel Houden will be appointed as Plexure Group CEO, filling the recent CEO vacancy, to complement the highly capable management team at Plexure. Together with his brother Dean, Daniel has led the development and commercialisation of the TASK platform - I believe Daniel and the team will be ideally positioned to deliver the exciting benefits of this transaction,” said Mr Norman.

Daniel Houden, CEO of TASK, said “Plexure’s personalisation engine is the perfect complement to our offering – it will enable us to offer our clients a world-class solution of even greater breadth. We are excited about joining the Plexure team and accelerating the global growth of the combined business.”

Transaction Terms

Plexure will acquire TASK for a total consideration of A$120m comprising:

• A$30m paid in cash upon completion of the transaction; and

• A$78.5m in new ordinary Plexure shares issued to the vendors of TASK at NZ$0.60 per share upon completion, subject to a two year escrow from the date of issuance following Plexure shareholder approval. Based on the share price at market close on 13 August 2021 of NZ$0.54, these new ordinary shares will be issued at a premium of 11.1% to that price; and

• A$11.5m in new ordinary Plexure shares under a new TASK LTI Scheme, upon completion to be run by Plexure, by way of performance rights (similar to options) for vesting to selected TASK employees who meet service hurdles over a certain period. These shares will reward key TASK employees for their long-term commitment to TASK and provides them with an incentive to contribute to the post-acquisition success of the combined entity.

There is no deferred or earn-out consideration to be paid as part of the transaction.

Post-transaction, the TASK vendors (and certain TASK employees assuming all shares are eventually issued under the TASK LTI Scheme) will together own approximately 42.9% of Plexure.

Please see the links below for details

Market Announcement - Plexure and TASK to Merge

Management Presentation - Plexure and TASK to Merge

Source: Plexure Group Limited

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