Tyro lodges IPO Prospectus

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO US PERSONS

18 November 2019

Tyro Payments Limited (Tyro or the Company) is pleased to announce the lodgment of its prospectus (Prospectus) with the Australian Securities and Investments Commission (ASIC) to list on the Australian Securities Exchange (ASX) via an initial public offering (IPO or Offer).

The minimum Offer to retail and institutional investors is expected to raise total gross proceeds of $241.1 – $252.7 million based on an indicative price range of $2.50 – $2.75^[1] per fully paid ordinary share (Share). This values the Company at a total enterprise value of $1.08 – $1.20 billion with an indicative market capitalisation of $1.25 – $1.36 billion. Approximately $125 million of gross proceeds will be raised through the issue of new Shares by the Company with the balance via a secondary offer of Shares by existing Tyro shareholders.

Tyro is a technology-focused and values-driven company providing Australian businesses with payment solutions and value-adding business banking products. The Company provides simple, flexible and reliable payment solutions as a merchant acquirer, along with complementary business banking products.

Tyro chairman David Thodey said, “Tyro is a great Australian success story, with a history of innovation underpinned by a culture that puts the customer at the core of the business. Over the past 16 years the Company has grown to become Australia’s fifth largest merchant acquiring bank by terminal count, with strong aspirations for the future. I am delighted to have the opportunity to invite new shareholders to join us in the next stage of the Tyro journey as we build upon our solid foundation to pursue an exciting growth strategy.”

Robbie Cooke, Tyro’s CEO and Managing Director said, “Central to our mission is supporting small to medium business in Australia with better solutions for their payment and banking needs. As a tech-driven enterprise we are well placed to understand and assist in reducing the friction they often experience in their payments and banking activities. Our focus remains firmly on challenging the status quo for the benefit of our merchants. I am particularly excited that Tyro merchants have the ability to invest in our future success by participating in our merchant offer.”

The Offer enables Tyro to broaden its shareholder base and provide a liquid market for its approximately 450 existing shareholders. Further it provides funding and financial flexibility to support the Company’s growth strategy and future growth opportunities while also further enhancing Tyro’s brand profile.

A number of institutional investors have committed to acquire, and will be allocated, $140 million^[2] of Shares at the final price through a cornerstone process as part of an institutional offer.

On completion of the Offer it is expected that existing shareholders of Tyro will continue to hold shares equivalent to around 80% of total Shares on issue. Approximately 50% of issued capital will be subject to voluntary escrow arrangements until lodgment of Tyro’s preliminary financial report for the year ending 30 June 2020.

Tyro will apply to the ASX within the next seven days for admission to the official list and quotation of Shares by the ASX, under the code ‘TYR’. It is expected that trading of the Shares will commence^[3] on or about 6 December 2019.

The Prospectus contains detailed information about the Offer, Tyro’s financial and operating performance, outlook and material risks associated with the industry and business in which it operates. The Prospectus^[4] in electronic form is available to certain eligible investors in Australia at https://events.miraqle.com/Tyro-IPO/Home/. Paper copies of the Prospectus are available to certain eligible investors by calling the Offer Information Line on 1800 883 072 (within Australia) from 8:30am to 5:30pm (Sydney time) Monday to Friday (excluding public holidays). Questions regarding the Offer may also be directed to Offer Information Line.

Clayton Utz has acted as Australian legal adviser.

Download Prospectus and Audited Financial Statements

Key Offer Dates

The above dates are indicative only and may be subject to change.

Important Notice: Offers of Shares will be made in, or accompanied by, a copy of the Prospectus by Tyro Payment Limited and Tyro SaleCo Limited which is available as described above. Investors should consider the Prospectus in deciding whether to acquire Shares. Anyone who wants to acquire Shares will need to complete the application form that will be in or will accompany the Prospectus.

This communication does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. The shares referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an exemption from registration requirements.

Enquiries

Enquiries regarding the Offer should be directed to the Offer Information Line on 1800 883 072 (within Australia).

Media enquiries:

About Tyro

Tyro is a technology-focused and values-driven company providing Australian businesses with payment solutions and value-adding business banking products. The company provides simple, flexible and reliable payment solutions as a merchant acquirer, along with complementary business banking products.

For the more than 29,000 Australian merchants who chose to partner with Tyro in FY19, the company processed more than $17.5 billion in transaction value. In FY19 the company generated $189.8 million in revenue, originated $52.2 million in loans and held merchant deposits totaling $26.9 million.

Tyro is Australia’s fifth largest merchant acquiring bank by number of terminals in the market, behind the four major banks.

The business was founded in 2003 with a goal of being the most efficient acquirer of electronic payments in Australia. Tyro has a track record of innovation, creating purpose-built solutions and being first to market. This approach saw the company become the first technology company to receive an Australian specialist credit card institution licence in 2005. In 2015 that licence was replaced by the award of an Australian banking licence, making Tyro the first new domestic banking licensee in over a decade.

Payments are at the core of Tyro’s business, using its proprietary core technology platform to enable credit and debit card acquiring. This offering is enhanced by features purpose-designed for those merchants who choose to partner with the company, including Point of Sale systems integrations, least-cost routing (Tap & Save) and alternative payment types such as integrated Alipay. While traditionally focused on in-store payments, Tyro has recently expanded into eCommerce.

Further, Tyro provides value-adding solutions to its partners, such as loans in the form of merchant cash advances and fee-free, interest-bearing merchant transaction accounts.

Tyro are a team of more than 450 people, approximately half of whom are in technology roles.

[1] The indicative price range for the Offer is the indicative range for the final price. The final price may be set below, within or above the indicative price range and will be determined as part of the bookbuild. Shares may trade below the lower end of the indicative price range after completion.

[2] Provided the final price is within the indicative price range.

[3] On a conditional and deferred settlement basis.

[4] The Prospectus is available without an application form until commencement of the offer period.