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AIRTASKER LIMITED — Investor Presentation 2021
May 20, 2021
64424_rns_2021-05-20_3aaccd0b-094a-4bc5-b465-cb0ecfafdf6c.pdf
Investor Presentation
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Airtasker US Expansion & Capital Raising CONFIDENTIAL
May 2021
Disclaimer
The following disclaimer applies to this presentation. Please consider its contents carefully. By accepting this presentation, you acknowledge that you are receiving it on the basis set out in the following paragraphs. This presentation has been prepared by Airtasker Ltd ( Airtasker ). Any capitalised terms not defined where they occur are defined in the glossary at the end of this presentation.
Currency of information
The information contained in this presentation is current as at the date of this presentation or such earlier date as specified in this presentation.
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Forward looking information
This presentation contains certain forward-looking statements that involve risks and uncertainties. Airtasker can give no assurance that these expectations will prove to be correct. You are cautioned not to place undue reliance on any forward-looking statements. Actual results may differ materially from those anticipated in these forward-looking statements due to many important factors, risks and uncertainties including, without limitation, risks associated with future capital needs and general economic uncertainty. Airtasker does not undertake any obligation to release any revisions to any “forward-looking statement” to reflect events or circumstances after the date of this presentation, except as may be required under applicable laws.
Summary information
The information in this presentation is of a general nature only. It does not purport to be complete.
This presentation is not a prospectus or other disclosure document. This presentation is not an invitation or offer of securities in Airtasker for subscription, purchase or sale in any jurisdiction.
Third party information
Certain market and industry data used in connection with this presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither Airtasker nor any of its related bodies corporate, directors, employees, agents or advisers have independently verified any such market or industry data.
Material information in this presentation concerning Zaarly has been provided by Zaarly. Airtasker has conducted certain limited investigations with respect to Zaarly but neither Airtasker nor any of its related bodies corporate, directors employees, agents or advisers have independently verified such information.
Historical information
Past performance information in this presentation is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance.
Financial information
This presentation contains certain financial information. The financial information has been presented in an abbreviated form insofar as it does not include all the presentation and disclosures, statements or comparative information as required by the Australian Accounting Standards, the International Financial Reporting Standards (including the interpretations of the International Financial Reporting Interpretations Committee) and other mandatory professional reporting requirements applicable to financial reports prepared in accordance with the Corporations Act. For more information, see Airtasker’s IPO prospectus dated and lodged with ASIC on 8 February 2021, and published to the Australian Securities Exchange on 19 March 2021 ( Prospectus ). Financial information for FY19 and FY20 has been audited. Financial information for H1FY21 has been reviewed. Financial information for FY21 (other than H1FY21) and FY22 is based on management expectations and has not been audited or reviewed. All historical financial information prior to FY19 is unaudited and based on management accounts. All currency is in Australian dollars unless otherwise indicated.
Disclaimer
No representation or warranty, whether express or implied, is made by any person as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. You should carry out your own investigations and analysis of Airtasker and verify the accuracy, reliability and completeness of the information contained in this presentation.
Neither Airtasker nor any of its related bodies corporate, directors, employees, agents and advisers accept any responsibility for any loss arising from anyone acting or refraining from acting in reliance on the contents of this presentation.
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Australia’s no.1 marketplace for local services[1]
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Connecting people who need work done , with people who want to work
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NOTES
1. By Gross Marketplace Volume transacted per month in Dec 2020.
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Simple ecommerce for local services
Buying products online is simple and easy...
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...but buying services has been such hard work, many people avoid it...
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Ask a friend?
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Classifieds?
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Lead gen?
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Attractive value proposition combined with simple ecommerce user experience:
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For customers , we make buying local services fast and transparent:
For Taskers (service providers), we provide flexible work opportunities and income:
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Wide range of services
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Secure payments and insurance
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No upfront fees
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Win-win fee model
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Tiered pricing model rewards positive behaviour with lower fees
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Select a
Post a Task Receive offers Select a TaskerTasker
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Make an offer Get assigned Get paid
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We create jobs, purpose and income
Our mission:
To empower people to realise the full value of their skills.
We believe that people matter and that every single person has unique skills .
$1.1B+
7.1%
34.8%
in work opportunities created through the Airtasker marketplace[3]
of platform workers used Airtasker in the previous 12 months, making Airtasker the most commonly-used platform[1]
of Australians have used an online platform to find work in the last 12 months[2]
NOTES
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Frost and Sullivan, 2021 (Victorian Department of Premier and Cabinet, Digital Platform Work in Australia, 2019).
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Frost and Sullivan, 2021 (The Report Of The Inquiry Into The Victorian On-demand Workforce, Jun 2020).
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Cumulative posted Task value to Dec 2020.
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Core marketplace metrics are ahead of plan - prospectus guidance upgraded
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Since listing on 23 March 2021, core marketplace metrics are tracking at or ahead of forecast, whilst costs remain at or below plan.
Prospectus Guidance: Actuals to Mar-21: 405K unique paying customers 333K YTD 1.9x average annual purchase frequency On track $189 average task price $194 YTD In April we upgraded our prospectus forecast guidance: $143.7m $148 - 152m Prospectus FY21 GMV forecast Upgraded FY21 GMV forecast $24.5m $25.5 - 26m Prospectus FY21 Revenue forecast Upgraded FY21 Revenue forecast
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New
Returning
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Enormous opportunity in the Australian market...
$52b
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Total addressable market in Australia[1]
New service industries facilitated by the Airtasker marketplace
$148-152m FY21 GMV forecast
Flatpack furniture assembly Drone retrieval services Spider removal services Date night planning Halloween costume making
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Home services
Cleaning Removalists
Professional trade & handyman services
Existing industries within the Airtasker marketplace
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Business services
Office administration Event organisation
Accounting and legal services
Creative services
Photography Content production Architecture
New Returning
NOTES
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- Frost and Sullivan, 2021. Refer to Section 2 of the Prospectus.
Our growth strategy:
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01 02 03
Growth Marketing Superstore International
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1. Update: Growth marketing
GMV and revenue actuals on track to exceed prospectus forecast whilst costs are at or below expectations:
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Gross margin and GPAPA ahead of forecast Strong international SEO trajectory continues Shipped first customer messaging experiments Performance marketing team briefed and in-market Significant PR wins leveraging user generated content and data-backed trends
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Weekly new unique Listings created
2. Update: Superstore rollout
All-new Listings marketplace model released, demonstrating early traction and supported by a core improvement to
incentive architecture.
Airtasker Listings
- Listing creation launched Nov-20 - 17,000+ unique listings created[1]
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- Customer booking launched Feb-21 - 21% weekly growth[2]
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- Rapid iteration on Listings model yielding strong early results
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Weekly Listings bookings requested
Incentive Architecture
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- Tiered Pricing 2.0 launched factoring in Tasker completion rates
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- Lowered 30-day rolling earnings thresholds for each tier to increase Tasker engagement whilst maintaining a consistent take rate
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- Early positive behavioural signals despite overall challenging supply-side macroeconomic conditions
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3. Update: International expansion
Organic growth in city-level markets in the UK and US is tracking ahead of initial expectations:
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- UK organic growth accelerated by Covid recovery tailwinds with minimal marketing investment
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London marketing team established in April 2021 - foundational marketing activity delivering strong ROI US market opened with immediate and growing
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demand side interest (with zero marketing investment)
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UK posted tasks by week US posted tasks by week
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Acquisition of Zaarly to accelerate US expansion
Founded in 2011, Zaarly is a curated local services marketplace with operations in Kansas City and Dallas. Airtasker has acquired Zaarly[1] for $3.4 million[2] (AUD) and intends to invest to accelerate US market expansion.
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$500B+ Total Addressable Market
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NOTES
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Airtasker acquired the business, operations and IP of Zaarly on 21 May 2021
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Purchase price of US$2.66 million at an exchange rate of 0.776
-
Frost and Sullivan 2021 estimate
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Zaarly’s open, horizontal marketplace model went viral in 2011...
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However, in 2013 the company pivoted towards a curated marketplace model...
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Open marketplace Curated marketplace
2011 2013+
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Learnings from open and curated marketplace models
2011
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Launched open, horizontal marketplace and generated significant early traction
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Raised $15m from blue chip investors, including KPCB
2013
- Pivoted to curated marketplace model, eventually all home services focused
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Curated marketplace Open marketplace Selected service categories Almost infinite range of services Service providers individually Service providers access work selected and onboarded opportunities instantly Trust established via service Trust established through provider vetting and manual transparency and accountability handling (Marketplace Ops) (Reputation Passport)
- Focused on high lifetime value and share of wallet on demand side which led to low churn/high quality of supply
2021
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Curated model allowed Zaarly to develop a strong repeat customer base via re-booking and flexible communication platform
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● Low customer acquisition cost, but growth channel too rigid to scale quickly with positive unit economics
Learnings
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Long term, highly valuable relationships are a huge opportunity in the world of online-to-offline marketplaces
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● Productizing and scaling consistently high quality experiences is possible today in a way it was not 10 years ago
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Open marketplaces with good marketing can scale MUCH faster
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Zaarly acquisition accelerates US expansion
Whilst the pivot to a curated marketplace enabled Zaarly to generate a loyal base of repeat customers in Kansas City, it was unable to scale and the team made plans to shutter the service in April...
Airtasker has acquired Zaarly[1] and plans to migrate all liquidity to our open, almost infinitely horizontal marketplace and invest into the Zaarly team to rapidly accelerate our US expansion plans.
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Airtasker has acquired Zaarly for a total purchase price of $3.4 million[2] :
1. Marketplace liquidity - engaged community of verified service providers (supply) and customer database (demand) assists initial “chicken and egg” problem
2. Re-booking functionality - to be integrated into the Airtasker marketplace model and rolled out globally
3. Highly experienced team - of marketplace operations, growth marketing and product executives including CEO, Bo Fishback
NOTES
-
Acquired assets include Zaarly’s technology platform and all source code, all IP, rights to customer data and contracts, rights to supplier contracts and relationships, rights under real estate agreements, all social media assets, websites, and other assets.
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Purchase price of US$2.66 million at an exchange rate of ~0.776
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1. Zaarly marketplace liquidity: supply and demand
Supply
900+ Zaarly service providers[1]
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- Coverage across 40+ home service categories
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- Licensed and onboarded - opportunity to learn from and assess value of local “Marketplace
Operations” activity
Demand
- 597,000 Zaarly registered users[2]
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- Acquired from locations across the US - many indicating
interest in Zaarly’s initial open, horizontal model Nearly 80% of total GMV generated from repeat
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customers
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944 cumulative registered service providers to 1 May 2021
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597,865 cumulative registered users to 1 May 2021
Service providers by skill / category
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Registered users by city-level market
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- 78% GMV from repeat customers as a % of total GMV from 1 Jan 2020 to 31 Dec 2020
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Zaarly’s GMV generated by repeat customers via re-booking feature[3]
2. Re-booking functionality
Zaarly product team will integrate re-booking functionality into Airtasker platform to:
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Enable Customers to contact Taskers they’ve previously worked with on Airtasker
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Empower Taskers to upsell Customers and request additional payments through the app
Address long term service relationships between Customers and Taskers through a sliding scale fee structure based on total earnings within any individual 1:1 relationship
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Re-booking functionality has the potential to unlock significant GMV opportunity in all markets and increase the potential of Airtasker Listings.
75+%
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Nadia N.
Conversation with Nadia N.
Nadia N.
Cleaner Contact
(754) Nadia N sent a message
Petros M.
Handyperson Contact
(209)
Marcus T.
Plumber Contact
(125) SERVICE PRICE
Jackson L.
Accountant Contact $220
(186)
Jessie B. Request payment
Social Marketing Contact
(496)
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3. Highly experienced team of marketplace experts
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Bo Fishback
Co-founder and CEO
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10 years building Zaarly marketplace
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Led multiple successful company exits
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Formerly Vice President Entrepreneurship, Kauffman Foundation
Growth and Marketplace Operations
Product and Engineering
Zaarly team onboarding set for mid to long term success:
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Sean Hannah Mackenzie Montgomery Director, Marketplace Ops Director of Growth
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David Smith Karen Weaver Zach Buescher Account Manager Customer Support Marketplace Support
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Chase Martyn Libby Rodriguez
Director of Engineering Full Stack Engineer
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Cesario Uy Kameron Ahler Nicky Fay Full Stack Engineer Sr Product Designer / Program Manager Eng
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Strong team culture and technical alignment (Ruby on Rails, Postgres database)
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Cross border onboarding made easier given Airtasker’s 2020 shift to flexible/remote work environment
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All operational team members engaged with 12 month retention incentives
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Zaarly integration and Airtasker US expansion plan
Q4 FY21 (to Jun-21)
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Onboard Zaarly team
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Marketplace Operations team to migrate existing Zaarly supply (verified service providers) to the Airtasker US marketplace
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Q1 FY22 Q2-Q4 FY22 (to Sep-21) (to Jun-22) ● Scale marketing channels delivering positive ROI
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Complete integration of re-booking functionality into Airtasker global platform to enable shift of repeat customer transactions to Airtasker US marketplace[1]
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Ensure Zaarly-Airtasker platform parity and retire Zaarly software platform
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Initiate marketing channels to drive demand to service
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Migrate all existing Zaarly customers (including re-booking customers) to Airtasker marketplace
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All marketing and product resources to be directed towards Airtasker
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Maintain transactions of repeat customers (re-booking) in the Zaarly marketplace
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Zaarly Product Team to commence integration of re-booking functionality into Airtasker platform
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Scale marketing investments delivering ● Goal of launching between 4-5 additional US city-level markets by end of FY22 -
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positive ROI lower end if marketing endeavours in early
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● Leverage Zaarly’s customer database expansion cities producing lucrative ROIs (outside of Dallas and Kansas City) to launch an additional city-level market
NOTES
- Re-booking functionality to be integrated into Airtasker global platform and available to all users
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International investment in FY22 will lay the foundations for significant GMV growth opportunity in FY23 onwards...
Over FY22 and FY23, we plan to invest $20m to ignite city-level markets in the US and UK with a primary focus on identifying scalable growth tactics (the “playbook”) whilst maintaining a sustainable cash burn rate. As seams of repeatable growth are identified, we’ll double down to absorb a massive international GMV opportunity.
GMV Revenue International GMV run rate International GMV Opportunity FY22 GMV exceeds $200m FY22 Revenue exceeds $35m Jun-22 annualised run rate (ARR) of $8 - 10m[1] Laying the foundations for future growth
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NOTES
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Australia Global Ex-Australia
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- Annualised run rate based on June monthly GMV x 12 months
Use of funds
| Sources | $m |
|---|---|
| Airtasker | |
| Ofer proceeds received by Airtasker (approx.) Uses |
20.7 $m |
| Airtasker | |
| Zaarly asset acquisition and associated costs1 | 3.42 |
| Expansion in key city markets in the US and the UK (marketing and operations) | 16.6 |
| Payment of costs of the Ofer | 0.7 |
| Total uses | 20.7 |
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Proceeds of the Offer will be applied to:
-
Zaarly acquisition.[1]
-
Funding Airtasker’s accelerated international expansion in key city markets in the US and the UK.
-
● Paying the costs of the Offer.
NOTES
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Zaarly’s business, operations and IP were acquired on 21 May 2021 from existing cash reserves - this use of proceeds restores the balance sheet after the acquisition
-
Purchase price of US$2.66 million at an exchange rate of ~0.776
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Key offer information
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-
Underwritten placement to professional and sophisticated investors to raise approximately $20.7 million within the Airtasker’s current placement capacity under ASX Listing Rule 7.1 ( Offer ), through the issue of approximately 20.7 million new shares ( New Shares )
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New Shares issued under the Offer will rank pari passu with existing shares on issue
Pricing
Offer at fixed price of A$1.00 per New Share (Offer Price), representing (as at 20 May 2021):
-
7.4% discount to the last close price of A$1.080
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8.0% discount to the 5-day VWAP of A$1.087
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13.7% discount to the 15-day VWAP of A$1.159
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18.2% discount to the 1 month VWAP of A$1.223
Indicative timetable
| Trading halt and announcement of underwritten placement | Friday, 21st May 2021 |
|---|---|
| Placement bookbuild closes | 3pm (AEST) Friday, 21st May 2021 |
| Placement results announced and shares resume trading | Tuesday, 25th May 2021 |
| Settlement of New Shares under the Placement | Thursday, 27th May 2021 |
| Allotment of New Shares under the Placement | Friday, 28th May 2021 |
NOTES
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All dates are subject to change and are indicative only. Airtasker, in consultation with the Lead Manager and Underwriter, reserves the right to vary these dates without prior notice.
Key risks
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| Area | |
|---|---|
| Performance of technology | Airtasker is heavily reliant on information technology to make the Airtasker platform available to users. There is a risk that Airtasker or third parties who license software to Airtasker may fail to adequately maintain their information technology systems, or that system or other failures may occur, which may cause disruptions to Airtasker's platform. This mayhave a material adverse impact on Airtasker's reputation,fnancialperformance andgrowthprospects. |
| Data breaches and other data security incidents |
Airtasker and its suppliers collect data and other confdential information from Airtasker's users. There can be no guarantee that systems maintained by Airtasker and its suppliers will adequately protect against data breaches and other data security incidents or withstand cyber and other attacks. Data breaches and other data security incidents could cause disruptions to Airtasker's platform, expose Airtasker to penalties for breaching laws or require Airtasker to incur substantial costs to remedy any loss of data. This mayhave a material adverse impact on Airtasker's reputation and fnancialposition. |
| New technologies | Airtasker may fail to update its platform to adopt new technologies. Competitors may develop or adopt new technologies which give them a competitive advantage over Airtasker, or may be able to replicate Airtasker's technology at a cheaper cost to users. This may have a material adverse impact on Airtasker's fnancial performance and prospects. |
| Acquisition risk | Airtasker has undertaken pre-acquisition due diligence on Zaarly's business. There is a risk that these due diligence investigations did not identify all material issues, or that issues apparent from the information provided were not adequately appreciated or addressed. There is also a risk that information provided was not complete, accurate or reliable. Airtasker has entered into an acquisition agreement with Zaarly. There is a risk that Airtasker may incur cost or sufer losses if either party breaches the agreement. Airtasker's ability to seek compensation or indemnifcation from Zaarly for claims under the agreement may be limited in the agreement or by the fnancial ability of Zaarly to satisfy the claims. Further, any delays in satisfying requirements for completing the acquisition (e.g. transfers of IP, assignments of contracts, etc.), or waiving any of those requirements,mayhave an adverse impact on the operationalperformance of the businesspost-acquisition or Airtasker's abilityto integrate Zaarly's business. |
| Integration of Zaarly | There are risks involved in integrating Zaarly's business into Airtasker's group. These risks may relate to imposing Airtasker's standardised reporting, systems and procedures onto the acquired business and the use of centralised technology, communication and other potential shared services. There may also be risks with integrating Zaarly's re-booking functionality into Airtasker's marketplace or migrating service providers or registered users to the Airtasker marketplace. Unexpected difculties in integrating Zaarly's business and assets may result in higher than expected integration or operating costs, potential disruptions to the acquired business, loss of users and lower than expected costs and revenue synergies from the acquisition. There is also a risk that Airtasker may not able to fully transition all of Zaarly’s customers and professional services providers to the Airtaskerplatform. |
| Changes to laws and regulations |
Airtasker operates in a sector where the laws and regulations around its operations are evolving. There is a risk that changes to laws (such as relating to employee classifcations of Taskers, privacy, data and taxation) may impose additional obligations on Airtasker or expose Airtasker to penalties for non-compliance. Depending on the signifcance of the changes, Airtasker may even need to fundamentally change its business model. This may have a material adverse impact on Airtasker's ongoing operations, fnancialperformance andgrowthprospects. |
| Compliance with laws and regulations |
There is a risk that the provision of a Task through Airtasker's platform may require Airtasker itself to comply with laws or hold licences in respect of those Tasks. If that occurs, Airtasker must either obtain such licences or determine not to allow that service to be provided through the platform. If it determines to not allow any particular services to be provided through the platform, this may have a material adverse impact on Airtasker's ongoing operations, fnancial performance and prospects. |
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Key risks cont.
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| Area | |
|---|---|
| Tax | Airtasker undertakes research and development activities which result in tax benefts by way of the research and development tax incentive. There is a risk that incentives received by Airtasker may be challenged, and Airtasker may be required to return the incentives and potentially pay penalties. This may have a material adverse impact on Airtasker's fnancialposition. |
| Use of Airtasker's platform | The success of Airtasker's business and its ability to grow relies on its ability to attract new users to, and retain existing users on, its platform. If Airtasker is unable to retain existing users or attract new users, this may have a material adverse impact on Airtasker's operations, fnancial performance and growth prospects. |
| Liability and reputational damage |
There is a risk that Taskers may not perform services to the standards expected by Customers or that Customers may seek to hold Airtasker liable for the actions of Taskers. There is a risk that users may use Airtasker's platform to engage in criminal or other dangerous activities. This may have a material adverse impact on Airtasker's brand, reputation,fnancialposition and futureprospects. |
| Changes to macro-economic conditions |
Changes to macro-economic conditions (such as rising unemployment, reduced consumer confdence and volatility in global markets) may impact the types and levels of services demanded through Airtasker's platform. If macro-economic conditions have an adverse impact on the use of Airtasker's platform, this may have a material adverse impact on Airtasker's fnancialperformance andprospects. |
| COVID-19 | COVID-19 is a major community and economic concern which is having an impact on business operations in Australia and globally. There is a risk that government or industry measures taken in response to COVID-19, such as lockdowns and other restrictions on movements, may restrict the ability of users of Airtasker's platform to provide or receive services through the platform. There is also a risk that users may be unable to provide or receive services through the platform for a period of time if they contract COVID-19 or arequarantined. These risks mayhave a material adverse impact on Airtasker's operations,fnancialperformance andgrowthprospects. |
| Growth strategies | Airtasker's future success and growth prospects are dependent on continued, and increased, use of its platform in the jurisdictions in which it operates from time to time. The success of Airtasker's expansion in those jurisdictions may be afected by a number of factors, such as existing incumbent competitors, and diferent regulatory requirements and tax treatments in those jurisdictions. Airtasker may have to expend signifcant resources to develop a presence in those jurisdictions. There is no guarantee that Airtasker will attract or retain sufcient users of the Airtasker platform in those jurisdictions, or that it will generate profts in those jurisdictions. There is a risk that other growth strategies of Airtasker, such as the "Airtasker Superstore", may not be successful or deliver growth. Even if Airtasker does achieve its growth strategies, there is a risk that growth may place a signifcant strain on Airtasker's operations, systems, staf and/or fnancial resources. This may have a material adverse impact on Airtasker's operations and reputation. |
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Key risks cont.
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| Area | |
|---|---|
| Intellectual property | Airtasker may inadvertently fail to adequately protect its intellectual property or be unable to adequately protect its intellectual property in new jurisdictions which it expands into. Employees, competitors or other parties may seek to replicate Airtasker's unique platform features, or use intellectual property that is similar to Airtasker's intellectual property, to compete with Airtasker. Airtasker may inadvertently infringe a third party's intellectual property rights and may be liable for penalties or be required to cease using those rights. This mayhave a material adverse impact on Airtasker's competitiveposition,reputation,branding,fnancialperformance andgrowthprospects. |
| Key personnel | A loss of key employees or under-resourcing, and inability to recruit suitable replacements or additional staf within a reasonable time period, may cause disruptions to Airtasker's platform and growth initiatives, and may adversely afect Airtasker's operations and fnancial performance. |
| Suppliers | Airtasker's platform is reliant on a number of third party suppliers, including information technology companies which provide Airtasker with cloud storage and data warehousing services, security services, user contact services, payment processing services and other services used to operate, maintain and support the Airtasker platform. Airtasker contracts with these pursuant to the suppliers' standard terms and conditions. Any loss of suppliers, changes to supply terms or limitations on Airtasker's recourse against suppliers may have a material adverse impact on its operations, reputation, fnancial performance and prospects. |
| Proftability and requirement for additional capital |
Airtasker is not currently proftable and may take time to achieve, or may never achieve, proftability. Even if Airtasker does achieve proftability, it may not be able to sustain or increase proftability over time. Airtasker's ability to continue its current operations and efectively implement its growth strategies may depend on its ability to raise additional funds. If Airtasker is unable to obtain such additional funding as required, or on favourable terms, this could have a material adverse efect on Airtasker's fnancial position and prospects. |
| Competition | There is a risk that Airtasker may face competition from existing online marketplaces who increase their competitive positions or new market entrants in the future. Airtasker also faces competition from competitors in certain geographic markets it is seeking to expand into. Any increased competition could adversely afect Airtasker's competitive position and its ability to attract and retain users of its platform. |
| General risks | There are a number of general risks to an investment in Airtasker, including, without limitation, risks that the price of Shares may not increase or even remain at the Ofer Price, an market in the Shares may not develop, Shareholders may be diluted by future capital raisings, and tax consequences may arise from acquiring or disposing of Shares. |
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