Fund Features

Fund Structure Open-ended Unit Trust

Target IRR 20% on invested capital

Number of investments 6-8 unlisted companies

Targeted holding period 2-4 years, with a clear strategy to exit from initial investment

Portfolio construction - Private/Unlisted high growth: 30-50% - Pre-IPO investments: 30-50% - Cash on hand: 10-20%

Liquidity Quarterly (after 2 year lock up)

Unit Pricing/NAV Quarterly

Lock Up Period Two years

Management Fees 1.75% of Invested Capital p.a. No management fee charged on cash

Performance Fees 20% on excess return (net of Fees and Costs) that is above the hurdle rate of 8% per annum.

Foundation terms Available on applications received before 28 February 2019; - Management fees at 1.4% - Performance fees at 17.5%

Minimum Investment $100,000

Target Fund Size $20m for initial foundation investors $200m target by end of 2020

Overview

The Ellerston JAADE Australian Private Assets Fund is an arrangement between the Ellerston Ventures investment team of David Leslie and Anthony Klok, and Aristocrat’s ex-CEO, Jamie Odell and ex-CFO Toni Korsanos. The founding partners are uniquely positioned and have complementary skill sets, provide proven operational and management expertise as well as a consistent investment track record.

Investment Criteria

The Fund will acquire minority interests in high growth private technology companies that have:

- Revenue >$10m, - Sustainable unit economics - Strong competitive positions - High revenue growth of at least 20% - Clear plans for realisation or IPO

Ellerston JAADE Advantage

Proven expertise in business management, strategy and operations along with significant experience with unlisted company investments

Institutional infrastructure via Ellerston Capital provides rare access to information and scalable cost advantages

Outstanding access to deal flow through deep established networks, advisors and existing investors

Unique open ended structure seeks to enhance investor liquidity and provides ongoing investment opportunities

Risk mitigation focus and downside protection through deal structuring

Differentiated Market Position within Australian Private Asset Landscape

Investment Team

David Leslie: Founding partner of the Ellerston Ventures and 13 years with Ellerston Capital

Jamie Odell: Former CEO & MD of Aristocrat, where he led transformation into a global leader.

Toni Korsanos: Former Aristocrat CFO and Head of Corporate Strategy. Strong operational, strategy and M&A experience in global business

Anthony Klok: Founding partner of Ellerston Ventures, formerly CEO of Betfair Australia and Head of Business Development for PBL

Justin Diddams: Former CFO of Insurtech platform Cover Genius and Equity analyst at Citi covering Technology, Media and Telecoms

Advisor Panel

Peter Tonagh (ex-News Corp, Foxtel CEO), Naseema Sparks AM (ex-MD M&C Saatchi), Michael Malone (iiNet Founder), Matt Rockman (Seek Co-Founder), Carl Jackson (Ozsale Co-Founder)

Geoff Kleeman (ex CFO of PBL & Woolworths) – Investment Committee Chairman

Seed Investments

Mable (formally Better Caring) is the leading marketplace for connecting care workers to aged and disability clients in the Australian home-care sector leveraging the structural change in these markets. Delivered Care per month was $2m in October 2018, with a forecast growth of 150% in FY19. At the Australian Growth Company awards (sponsored by Deloitte, Nab Health, Macquarie Bank) in October 2018, Mable won the "Company to Watch" award. Click to view the company

Ansarada is a leading provider of secure virtual “data room” solutions utilised by advisors, corporations, and their shareholders to manage sensitive corporate data during important transactions such as M&A, investment or refinancing. Revenue CAGR forecast at +25% across FY14 to FY20e. Click to view to company

Ellerston JAADE Australian Private Assets Fund Fund Overview

Background

Mable is the leading marketplace platform for the “Home Care” sector, across both Aged Care and NDIS segments in Australia, connecting consumers with care workers. The key tailwind within the sector has been the shift in government policy towards consumer led spend away from funding grants to care providers. This shift means consumers and their families are actively looking for better value and personalised support, making Mable’s platform appealing to a growing audience.

Mable provides a fully integrated end-to-end marketplace, by charging consumers and carers a fee based on a % of the service for facilitating the connection. It’s a highly scalable and efficient model, which enables the platform to provide a higher volume of care to clients, and deliver operational leverage.

One side of Mable’s market place is a community of carers that have had credentials verified including background and police checks. On the other side are consumers and their families looking for in home aged & disability care support. Through an online platform and with the use of algorithms, carers and consumers are matched together, independent schedules arranged and rates set.

Mable charge consumers a 5% fee and carers a 10% fee of the service for facilitating the connection, providing insurance (for both client and carer) and managing payments. This fee equates to 14.3% of the value of the delivered care.

Market Opportunity

The serviceable & addressable market today is estimated at $12bn from Disability (NDIS) and “in-home” aged care segments. This market is forecast to grow towards $30bn by FY23e.

Once the NDIS scheme is fully rolled out, it is forecasted that funding will be provided to over 460,000 people to live independently in their homes. Currently, 120,000 people are receiving “in-home” aged care and the Government has forecasted the number will rise over 1 million people by 2025. Today, Mable is servicing over 1500 clients as at October 2018 with the number growing by approx. 8% each month.

Ellerston JAADE Australian Private Assets Seed Assets - Mable

2 | Ellerston Ventures Partnership LP

Sales Growth/Delivered Care

The Mable Platform is now supporting +$2.2m of delivered care per month as at October 2018, with consistent growth in monthly cohorts of customers using the platform and strong month on month cohort retention. Revenue growth over the 12 months preceding September 2018 has been +220%.

Since Ellerston Ventures’ initial investment back in August 2016, sales growth has been growing very consistently at 8% per month.

Financials

A$m FY17 FY18 FY19e FY20e FY21e

Gross Revenue (Delivered Care) 3.6 12.4 30.9 90.0 255.1

% growth n/m 244% 150% 191% 183%

Net Revenue 0.5 1.8 4.2 12.2 34.5

% growth n/m 72% 111% 70% 34%

EBITDA (2.3) (2.9) (5.8) (4.8) 11.7

Key People

Peter Scutt (CEO) Co-Founded Mable in 2015 with Tony Charara (Executive Director).

Ellerston JAADE representatives: Jamie Odell (Chairman) and David Leslie (Director).

Capital Structure

Ellerston Ventures has participated in a number of investment rounds, including the initial investment of $3.0m in August 2016, plus two follow on investments totalling $2.5m, alongside existing and new investors.

Ellerston JAADE is looking to participate in a minimum $10m raise via ordinary equity at a pre-money valuation of $85m, which will be a key seed asset in JAADE. Ellerston’s first investment was made in 2016 at a pre-money valuation of $18m, reflecting a +4x increase in two years.

Ellerston Ventures current shareholding is 19.8% of issued capital.

Liquidity Preference: Shareholders agreement to include drag rights such that investors have the ability to drag the founders to an IPO or Trade Sale at the 4 year anniversary since the initial investment.

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Colours represent contribution of delivered care by each monthly cohort. Note consistency of cohort contribution each month over time

All forecasts provided by Mable

Background

Ansarada is an Australian based Software-as-a-Service (SaaS) company formed in 2005 to provide secure online data rooms for M&A transactions and other material corporate and government transactions. The company has offices in Sydney, London and Chicago with 250 employees. Since inception, Ansarada founders have remained the major shareholders of the company and have successfully grown the business to $38m in sales in FY18, having taken less than $2m of external capital since inception.

In February 2018, Ellerston Ventures led an investment of $23.4m in pre-IPO convertibles notes as the company migrates from transactional revenues to higher quality subscription income and invests in greater product capability and expanded international resources. Ansarada has agreed for Ellerston JAADE to invest an additional $10m on the same Pre-IPO convertible note terms as a seed investment for the Fund.

Business Model

After ten years of operations and 20,000+ deals Ansarada has a high degree of expertise in complex corporate and government transactions as well as highly developed security and software features that make the platform highly trusted among advisors and transaction experts. Ansarada continues to invest in new capabilities including artificial intelligence (AI) and machine learning technology that brings insight and intelligence to traditional deal processes and tools. In transactions this leads to better outcomes, shorter deal times and significant return on investment for the advisors and their clients.

In 2018 Ansarada has adapted its business model and is transitioning away from providing data rooms on a deal by deal basis to recurring revenue. The product has now been adapted so that advisors and their clients subscribe to an always on platform that helps to manage sensitive information that is routinely used in corporate transactions. This means that businesses can more easily handle M&A processes, refinancing, capital raising and other corporate transactions in a more efficient manner. At the same time, the subscription platform is being made more affordable to a much larger audience of smaller and medium sized businesses.

Sales Growth & Financials

In FY18 Ansarada reported sales revenue of $38m, achieving a compound annual growth rate (CAGR) of +23% over the past 5 years. In FY19e* cash sales are forecast to grow at 31%, while reported revenue growth is expected to be 15% reflecting the migration to annual subscriptions. Ansarada expects positive EBITDA in FY20e following strong investment in marketing and platform development

Ellerston JAADE Australian Private Assets Seed Assets - Ansarada

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Ansarada Revenue - A$m

CAGR = 23% growth

2 | Ellerston Ventures Partnership LP

across FY19e.

Market Opportunity

Ansarada’s total addressable market is US$1.2bn, implying a current global market share of approx. 3% in FY18. Within this segment, Ansarada is a leading platform within the Australian marketplace. Their international business accounted for 50% of revenues in FY18. Specifically, one of the largest players in the data room market currently is Intralinks, with around US$325m in annual revenue. This highlights the global opportunity and addressable market.

Investment Structure – Convertible Note Terms

Accrued interest at 9% p.a. paid on conversion/redemption.

Discount of 17.5% to IPO price/trade sale completed by 30 June 2019, and ratchets to 20% if after 30 June 2019 but before 31 December 2019 and then 25% if after 31 December 2019 but before 30 June 2020.

At IPO or trade sale, conversion into fully paid ordinary shares, ranking equally with all other equity.

At IPO or trade sale, there is a valuation cap of $300m on conversion.

If no IPO by 30 June 2020, notes can either convert into “Series A” preferred equity, ranking ahead of ordinary equity, at a 30% discount to an independent expert valuation

Key People

Sam Riley (CEO) founded the company in 2005, with Rachel Riley (CFO), and Andrew Slavin, previously CTO at hotelclub.com

Ellerston JAADE representatives: David Leslie (Director)

Capital Structure

Founders hold 72% of the issued equity

Ellerston Capital holds $15.6m of convertible notes via Ellerston Ventures and Ellerston Special Opportunities Platform.

A$m FY17 FY18 FY19e FY20e

Cash Sales 31.4 37.9 49.7 63.9

% growth 5% 21% 31% 29%

Reported Revenue 31.4 37.9 43.4 60.0

% growth 5% 21% 15% 38%

EBITDA 6.1 (0.7) (10.1) 1.1

All forecasts provided by Ansarada

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2017 2018e 2019e 2020e 2021e

Virtual Data Room - Global TAM US$bn

Ellerston Capital Limited ABN 34 110 397 674 AFSL 283 000

Level 11 179 Elizabeth Street Sydney NSW 2000

Ph: +61 2 9021 7797 Fax: +61 2 9261 0528

info@ellerstoncapital.com www.ellerstoncapital.com APIR Code: ECL6775AU

DISCLAIMER This newsletter has been prepared by Ellerston Capital Limited ABN 34 110 397 674 AFSL 283 000, trustee of the Ellerston JAADE Australian Private Asset Fund (ABN 12 602 554 537) without taking account the objectives, financial situation or needs of individuals. Before making an investment decision about the Fund persons should read the Fund’s Information Memorandum (IM) dated 18 December 2018, which can be obtained by contacting info@ellerstoncapital.com or calling 02 9021 7707 and obtain advice from an appropriate financial adviser. Units in the Fund are issued by Ellerston Capital Limited. This information is current as at the date on the first page.

This material has been prepared based on information believed to be accurate at the time of publication. Assumptions and estimates may have been made which may prove not to be accurate. Ellerston Capital undertakes no responsibility to correct any such inaccuracy. Subsequent changes in circumstances may occur at any time and may impact the accuracy of the information. To the full extent permitted by law, none of Ellerston Capital Limited, or any member of the Ellerston Capital Limited Group of companies makes any warranty as to the accuracy or completeness of the information in this newsletter and disclaims all liability that may arise due to any information contained in this newsletter being inaccurate, unreliable or incomplete.