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Gentrack acquires Evolve Analytics

M&A20 June 2018GTKInformation Technology

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751
21 June 2018

GENTRACK EXPANDS UTILITY SOLUTIONS OFFERING WITH

ACQUISITION OF EVOLVE ANALYTICS

Gentrack Group Limited (NZX/ASX: GTK) is pleased to announce that it has entered into

an unconditional agreement to acquire 100% of the shares of Evolve Parent Limited and

Evolve Analytics Limited ("Evolve"), a market leading provider of energy data analysis

software and services provider in the UK, for an enterprise value of £23.0m (NZ$44.2m).

Evolve specialises in the identification and correction of settlement and billing errors as

well as the accuracy of standing data. Customers include three of the "Big 6" energy

suppliers in the UK, as well as a number of independent challenger utilities, with Evolve

capturing data for over 17 million meter points. The software, analytical systems and

methodologies developed by Evolve deliver significant financial and operational

performance benefits for clients. Evolve offers their extensive Intellectual Property on a

Software as a Service (SaaS) basis delivering a high proportion of recurring revenue

(FY19 forecast 58%) and margins in excess of 50%.

The acquisition of Evolve further strengthens Gentrack's position as an industry leader in

the UK for utility billing and customer information systems by providing highly

complementary software services, intellectual property and customer relationships.

John Clifford, Gentrack Chairman said, “We are delighted that Evolve is joining the

Gentrack group. The combined UK business is well positioned to provide highly

innovative, value enhancing solutions to UK energy and water utilities and provides a

strong base for expansion into new markets.”

Ian Black, Gentrack CEO said, “The acquisition of Evolve extends Gentrack's offering into

data settlement and billing reconciliation solutions. Following the acquisition, Gentrack will

have 53 utilities customers in the UK with an increased exposure to the "Big 6" energy

suppliers. We expect the Evolve solutions to be highly valuable to our existing UK

customer base, and there is an opportunity to extend this new offering to the Australian

and New Zealand markets."

The senior management of Evolve will remain with the business to drive its ongoing

success.

Settlement of the Evolve acquisition is expected to occur on 29 June 2018.

The acquisition is to be 100% funded through an extension of Gentrack’s debt facilities with

ASB.

1

Gentrack currently has debt facilities of NZ$50.5m which will increase by NZ$47m

under the new term facility.

Evolve is forecast to achieve revenue of £3.1m and EBITDA

2

of £1.8m in the year to 30

April 2019. On the basis that the acquisition is debt funded, Gentrack expects the

acquisition to be low single digit earnings per share accretive in the first full year (FY2019)

and to drive increased growth in future earnings.


1

£1m of the Enterprise Value consideration will be paid through the issue of new Gentrack shares to certain Evolve employees.

2

EBITDA: Earnings before net finance expense, tax, depreciation and amortisation and other non-operating expenses. Non-operating

expenses are costs relating to acquisition.


Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751

Gentrack is intending to undertake a fully underwritten pro-rata renounceable entitlement

offer to reduce its debt, which will provide flexibility to support future acquisition and

growth opportunities. Gentrack has appointed Deutsche Craigs Limited and UBS New

Zealand Limited to manage any offer.

ENDS

Contact details regarding this announcement:

Ian Black, CEO

Aaron Baker, Marketing and Communications Director

+64 9 966 6090

Gentrack Group Limited Investor Update Instructions

Gentrack Group Limited (NZX/ASX: GTK) invites investors to a conference call on Thursday

21 June 2018 at 11:30am NZT / 9:30am AEST (duration 30 mins) to review Gentrack’s

acquisition of Evolve Analytics Ltd.

The audio recording from the briefing will be made available in the Gentrack Investor Centre

(https://www.gentrack.com/investors) following the call.

Audio – Participant Access Instructions

Please join the briefing 5-10 minutes prior to the start time. You will be asked to provide the

conference name and confirmation code below:

- Name: Gentrack Group Limited Investor Update

- Confirmation Code: 6220597

(Following entry, please provide the required details when prompted)

The dial-in numbers for available locations are listed below.

- Australia Tollfree/Freephone 1 800 573 793

- Australia, Brisbane: Local +61 (0)7 3105 0938

- Australia, Melbourne Local +61 (0)3 8317 0932

- Australia, Sydney Local +61 (0)2 9193 3706

- Hong Kong Tollfree/Freephone 800 961 105

- Hong Kong Local +852 3008 1527

- New Zealand Tollfree/Freephone 0800 423 970

- New Zealand, AKL Local +64 (0) 9 9133 622

- Singapore Tollfree/Freephone 800 186 5107

- Singapore Local +65 6320 9025

- United Kingdom Tollfree/Freephone 0800 358 6377

- United Kingdom Local +44 (0)330 336 9105

- United States, LA Local +1 323-794-2093

- United States/Canada Tollfree/Freephone 866-548-4713


Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751

About Gentrack

Gentrack provides essential software for essential services, pairing powerful platforms

with deep market knowledge to help utilities and airports lower service costs, foster

innovation and confidently navigate market reform. It employs over 500 people in

offices across New Zealand, Australia, the UK and Europe and services over 200 utility

and airport sites in 20 countries with its leading solutions for utilities - Gentrack Velocity

and Junifer, and for airports under the Veovo brand including Airport 20/20, BlipTrack

and Concessionaire Analyzer+.

Velocity and Junifer are two of the leading billing and customer management solutions in

the sector, providing a full range of proven capabilities along with hosted and managed

services options for new entrant energy and water suppliers, and larger utilities in

competitive markets where flexibility, uniqueness and compliance are essential.

More information: www.gentrack.com



Veovo combines Gentrack’s Airport 20/20, BlipTrack and Concessionaire Analyzer+

software to unlock operational, revenue, concession and passenger insights across the

airport ecosystem. The Veovo Predictive Collaboration Platform enables airports to

operate more efficiently, uncover new growth opportunities and deliver outstanding

guest experiences.

More information: www.veovo.com

---

GENTRACK GROUP LTD (GTK)
ACQUISITION OF

EVOLVE ANALYTICS

21 June 2018

IMPORTANT NOTICE
This announcement contains forward-looking statements. All forward looking statements reflect views only as at the date of this

announcement, and should not be taken to be forecasts or predictions that those events will occur. Forward-looking statements often include

words such as “may”, “could”, “estimates”, “anticipate", "expect", "plan” or other similar words in connection with discussionsof future

operating or financial performance. Similarly statements that describe the objectives, plans, goals or expectations of GentrackGroup Limited

(“GTK”) or any of its wholly-owned subsidiaries (together with GTK the “Gentrack Group”) may be forward lookingstatements.

Forward-looking statements are opinion only and are based on management's and directors’ current expectations and assumptions

regarding Gentrack’sbusiness and performance, the economy and other future conditions, circumstances and results. As with any projection

or forecast, forward-looking statements are subject to inherent risks and uncertainties, including changes in circumstances. Gentrack’sactual

results may vary materially from those expressed or implied in its forward-looking statements and deviations are both normal and to be

expected. None of Gentrack, any member of the Gentrack Group or their respective directors, officers, employees or advisers or any other

person referred to in this announcement, make any representation or warranty (express or implied) as to the accuracy or likelihood of

fulfilment of any forward looking statement or assumption, or any events or results expressed or implied in any forward lookingstatements.

In this presentation, a reference to “Gentrack” is to GTK o r, where the context requires, the GentrackGroup.

1

TRANSACTION OVERVIEW
•Gentrack has entered into an agreement to acquire 100% of the shares of Evolve Parent Limited and Evolve

Analytics Limited ("Evolve ") for an Enterprise Value of £23.0m (NZ$44.2m). Evolve is one of the market leading

providers of data analysis software and services for energy utilities in the UK

•The Enterprise Value represents a multiple of 12.8x EBITDA

1

to 30 April 2019

•The acquisition of Evolve further strengthens Gentrack's position as a leader for utility billing and customer

information systems in the UK by providing highly complementary software services, intellectual property and

customer relationships

•The senior management of Evolve, including Managing Director Alan Duggan, will join the Gentrack UK

management team

•The acquisition is to be 100% funded through an extension to Gentrack’s debt facilities with ASB. On this basis,

Gentrack expects the acquisition to be low single digit earnings per share accretive in the first full year (FY2019) and

to drive increased growth in future earnings

•Settlement is expected to occur on 29 June 2018

•Gentrack is intending to undertake a fully underwritten pro-rata renounceable entitlement offer to reduce its debt,

which will provide flexibility to support future acquisition and growth opportunities.Gentrack has appointed

Deutsche CraigsLimited and UBS New Zealand Limited to manage any offer.

2

OVERVIEW OF EVOLVE ANALYTICS
•Evolve was established in 1998 following the energy market deregulation in the UK to provide

revenue assurance and data validation services

•Today, Evolve is one of the leading providers of software and services to the UK energy sector,

specialising in the identification and correction of settlement and billing errors as well as the

accuracy of standing data

•Since formation, Evolve has developed a deep understanding of the utility sector and today helps a

range of energy suppliers drive significant financial and operational performance improvements

delivering clear and measurable ROI. The solutions and services offered improve revenue

collection and cost control providing a direct impact on their client’s gross margin

•Long standing customers include three of the "Big 6" energy suppliers in the UK, as well as a

number of independent challenger utilities, with Evolve capturing data for over 17 million meter

points

•Evolve offers their extensive Intellectual Property on a Software as a Service (SaaS) basis delivering

a high proportion of recurring revenue (FY19 forecast 58%) and margins in excess of 50%.

3

OVERVIEW OF EVOLVE ANALYTICS (CONTINUED)
•Evolves’ customers operate in a sector characterised by increased levels of competition,

significant regulatory pressures and large quantities of data amassed from multiple sources

which are typically inconsistent, complex and difficult to interpret and navigate

•Evolves’ solution provides customers with constant, comprehensive and accurate portfolio

management information

•The solution:

•is simple to use, easy to configure and provides intuitive and actionable insights to enable utilities to

optimise revenue collections

•is proven at scale and is built to handle the expected volumes of data from smart meter deployment

•is highly complementary to Gentrack’score billing and customer engagement solutions, expanding

the range of business processes supported.

4

STRATEGIC RATIONALE
The acquisition of Evolve:

•further strengthens Gentrack's position as a leading provider of solutions to the utilities sector

•expands the number of Gentrack’s utilities customers in the UK to 53

•increases Gentrack’s exposure to the "Big 6" energy suppliers

•extends Gentrack'sproduct offering into data settlement and billing reconciliation solutions

•enhances Gentrack’scapabilities around data analytics and big data

•provides a valuable addition to the solution portfolio with cross selling potential to Gentrack’s customer base

•adds additional organic growth potential to Gentrack

•advances Gentrack’sbrand strength, and will leverage its scale and capabilities to facilitategrowth and

maximiseEvolve'smarket opportunity.

Gentrack will look to deploy the Evolve solution across its existing customer base including expanding the

offering into the Australian and New Zealand markets.

5

FINANCIAL IMPACT
•Evolve is forecast to achieve revenue of £3.1m and EBITDA

1

of

£1.8m in the year to 30 April FY2019

•Evolve will contribute approximately three months earnings to

Gentrack in FY2018 with the Acquisition settlement expected to

occur on 29 June 2018

•On the basis that the acquisition is debt funded, Gentrack expects

the acquisition to be low single digit earnings per share accretive in

the first full year (FY2019) and to drive increased growth in future

earnings

•Gentrack re-iterates its long term guidance of 15% CAGR EBITDA

1

growth, albeit results may be impacted by the timing of projects.

6

Acquisitionmetrics

Purchase price(£m)23.0m

Purchase price(NZ$m)44.2m

FYE 30 April2019

Revenue (£m)3.1m

EBITDA

1

(£m)1.8m

EBIT(£m)1.0m

EV /EBITDA

1

12.8x

TRANSACTION FINANCING
•Enterprise value of £23.0m (NZ$44.2m) represents

12.8x EV / FY2019 EBITDA

1

•Additional net working capital (represents cash) and transaction costs

of NZ$0.9m

•The acquisition is to be 100% funded through an extension of

Gentrack’s debt facilities with ASB

2

•Gentrack currently has a debt facilities of NZ$50.5m through ASB

which will increase by $47m under the new term facility

•Gentrack is intending to undertake a fully underwritten pro-rata

renounceable entitlement offer to reduce its debt, which will provide

flexibility to support future acquisition and growth opportunities.

Sources

Term Debt Facility (£m)

(NZ$)

24.0m

47.0m

Uses

Enterprisevalue(£m)23.0m

Net Working Capital (£m)0.4m

Transactioncosts(£m)0.5m

Total(£m)23.9m

1

EBITDA: Earnings before net finance expense, tax, depreciation and amortisation and other non-operating expenses.

Non-operating expenses are costs relating to acquisition.

2

£1m of the Enterprise Value will be paid through the issue of new Gentrack shares to certain Evolve employees.

7

END

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