Forsyth Barr

New Zealand Professional Investment Services Firm

Equity Bottom-Up

<ul><li>The revised bid from BGH Capital and Sixth Street is a reasonable outcome for Pushpay (PPH) shareholders and acceptances from key participants should ensure the second vote is successful</li><li>The new offer (via an amendment to the scheme of arrangement) of NZ$1.42 per share is a +6% increase to the original bid that was vetoed by shareholders</li><li>A vote on the new offer is expected to be held by the end of May 2023.</li></ul>

Arun George

IPOs and Catalysts/Events

Global Equity Research Ltd

Event-Driven

<ul>
<li>Sixth Street/BGH have come back for <a href="https://www.smartkarma.com/entities/pushpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13737:1" rel="noopener">Pushpay Holdings (PPH NZ)</a> with a revised offer of NZ$1.42 per share, a 6.0% premium to the previous failed offer of NZ$1.34 per share.</li>
<li>Sixth Street/BGH have secured total commitments to accept the offer from 28.9% of outstanding shares, including all the shareholders that publicly voted against the previous scheme. </li>
<li>The offer is around the mid-point of the IE’s valuation range. At the last close and for the end-May payment, the gross and annualised spread is 2.2% and 7.4%, respectively.</li>
</ul>

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>Aussie PE outfit BGH Capital and consortium partner Sixth Street have increased their offer for NZ church donations group <strong><a href="https://www.smartkarma.com/entities/pushpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13737:1" rel="noopener">Pushpay Holdings (PPH NZ)</a></strong>, gaining the support of its major shareholders.</li>
<li>The consortium, Pegasus Bidco, will pay $NZ1.42/share, an 6% increase over the previous Offer which failed to muster investor support at the 3 March Scheme Meeting. </li>
<li>The revised Offer is around the mid-point of the independent expert's assessed valuation range of $NZ1.33 to $NZ1.53/share.</li>
</ul>

<ul>
<li>Shareholders representing around 12.6% of outstanding shares have stated that they will vote against <a href="https://www.smartkarma.com/entities/pushpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13737:1" rel="noopener">Pushpay Holdings (PPH NZ)</a>’s NZ$1.34 offer from Sixth Street/BGH (scheme vote on 3 March). </li>
<li>The NO votes will need a less than 63% turnout to block the scheme. A 5% bump (NZ$1.41) would be in line with the IE’s valuation mid-point at current FX.</li>
<li>Sixth Street/BGH have taken issue with the IE’s valuation (unsuitable FX rates and optimistic forecasts) and have got proxy advisors' support. Therefore, a bump is not a sure thing. </li>
</ul>

<ul>
<li>The Scheme Meeting for BGH/Sixth Street's NZ$1.34/share Offer for church donor management play <strong><a href="https://www.smartkarma.com/entities/pushpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13737:1" rel="noopener">Pushpay Holdings (PPH NZ)</a></strong> will take place on the 3 March.</li>
<li>Accident Compensation Corporation (ACC), holding 6.2% of shares out, said it will vote against the Scheme. Nikko Asset Management (1.4%) also said they will reject the Offer. </li>
<li>Shares have wobbled and are now 5.5% adrift of terms. BGH/Sixth Street still has the flexibility to bump.</li>
</ul>

New Zealand

Pushpay Holdings Limited operates as a holding company. The Company, through its subsidiaries, designs and develops mobile payment application and solutions that allows users to donate to charities and non-profit organization. Pushpay Holdings conducts its business worldwide.

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Pushpay Holdings - PPH NZ

Pushpay: The Last Supper

The revised bid from BGH Capital and Sixth Street is a reasonable outcome for Pushpay (PPH) shareholders and acceptances from key participants...

Forsyth Barr

Pushpay (PPH NZ): Sixth Street/BGH Return with a NZ$1.42 Offer

Secured commitments and a fair revised price suggest a done deal. At the last close and for the end-May payment, the annualised spread is 7.4%.

Arun George

Pushpay: Large & "Sophisticated Shareholders" Back Pegasus' Revised Offer

This revised Scheme is done. Currently trading tight at a 1.4%/8% gross/annualised spread assuming payment late May. Not a lot in it - buy here and...

David Blennerhassett

Pushpay (PPH NZ): Proxy Advisors Say Yes but Several Shareholders Say No

The vocal NO camp could force a bump. However, Sixth Street/BGH had sufficient warning signs and time to avoid this unpleasant standoff. Difficult...

Arun George

Pushpay Holdings: ACC & Nikko Say No To Scheme

BGH/Sixth Street needs to bump - ~5% - otherwise, this will be a very close run thing. It needn't be so. This consortium has been running a ruler...

David Blennerhassett

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