Cuscal lodges Prospectus with ASIC in relation to an Initial Public Offering and ASX Listing

Sydney, 8 November 2024

• Cuscal is expected to list on the ASX on 25 November 2024 under the ASX ticker “CCL”.
• Market capitalisation at Offer Price of $479m.
• Part of the primary proceeds to be used to support Cuscal in executing its growth strategy.

Cuscal Limited (Cuscal or the Company), today lodged a Prospectus with ASIC in relation to an Initial Public Offering of 134.7m shares at a price of $2.50 per share (Offer Price). The Offer size of ~$337m comprises $40m of new capital to be raised by Cuscal, with the remaining ~$297m enabling existing shareholders to realise part of their investment in Cuscal (Shares).

The proceeds Cuscal receives from the issue of new Shares under the Offer will initially be invested in investment securities. Cuscal also expects the funds to be used to support working capital requirements; maintain a strong balance sheet and meet regulatory capital requirements; support continued investment in system resilience; and executing Cuscal’s growth strategy.

The Offer comprises:

• The Retail Offer, consisting of the:
  • Broker Firm Offer, which is open only to Australian and New Zealand resident investors who are not Institutional Investors and who have received an invitation from their Broker to participate;
  • Employee and Director Priority Offer, which is open to Eligible Employees and Directors in Australia who may each apply for a guaranteed minimum allocation of $5,000 worth of Shares; and
• The Institutional Offer, which consists of an invitation to bid for Shares made to Institutional Investors in Australia, New Zealand and a number of other eligible jurisdictions.

The Institutional Offer includes a cornerstone process which was commenced prior to the Prospectus Date. It is expected that certain Institutional Investors will make a commitment to acquire Shares under the Institutional Offer prior to the Institutional Offer bookbuild.

No general public offer of Shares will be made under the Offer.

The Offer is not underwritten and there will be an institutional bookbuild held on 21 November 2024 to determine final allocations of the Offer shares to raise the amount sought to be raised under the Offer.

Cuscal overview

Cuscal is an authorised deposit-taking institution (ADI), with the licences, connectivity and processing capability to support all payment types and regulated data services. The combination of these capabilities and credentials within a single organisation in Australia is limited to the four major Australian banks (Major Banks) and Cuscal.

Cuscal provides payment services to banks, financial technology companies and corporates, enabling its clients to provide payment services to their customers. As a B2B provider, Cuscal operates in the infrastructure layer of the Australian payments market, connecting clients to local payments infrastructure.

Cuscal’s business model includes the provision of three core payments capabilities including issuing, acquiring and payments. Cuscal is building capabilities in the emerging regulated data services industry and, while in its early days, it is anticipated that this may provide additional opportunities for growth as regulated data services become increasingly integrated with payments in Australia.

Operating since 1966 through its earliest predecessor, the Australian Federation of Credit Union Leagues, Cuscal has evolved from an aggregator of services for mutual ADIs to a trusted payments solutions provider.

Cuscal Chairman, Elizabeth Proust AO, said:

“Cuscal plays a crucial role in supporting connectivity to the Australian payments infrastructure for a diverse range of clients. Our unique position as an authorised deposit-taking institution, combined with our comprehensive ‘End-to-End’ capabilities in payments and regulated data services, sets us apart in the industry in Australia.

“Cuscal has been at the forefront of innovation in the payments sector, having been the first Australian company to launch connectivity solutions for Apple Pay, Google Pay and Samsung Pay. As one of 13 original shareholders of the New Payments Platform (NPP), Cuscal played a key role in the design and initial delivery of the NPP across Australia.

“Underpinning Cuscal’s strong performance is our experienced Management team, led by our Managing Director, Craig Kennedy, and a dedicated team who bring deep sector expertise across the payments landscape.

“Lodging our Prospectus ahead of an ASX listing represents a significant milestone in Cuscal’s journey, with the fundamental purpose of becoming a listed company being to give Cuscal deeper access to funding sources and provide the Management team greater flexibility to execute growth initiatives.

“On behalf of the Board, I am excited to present both current and prospective shareholders with the opportunity to invest in and contribute to Cuscal’s ongoing growth and I encourage all potential investors to read the Prospectus carefully and in its entirety.”

Cuscal Managing Director, Craig Kennedy, said:

“Cuscal powers seamless and secure connections for our clients and their customers across a range of payment types and regulated data services. We are a fully licenced authorised deposit-taking institution with a track record of successful investment that is well positioned to grow.

“Outside of the Major Banks, we are the largest centralised provider of payments infrastructure in the Australian payments industry.

“We have three key strengths – strong competitive advantages, a predictable financial model, and attractive growth fundamentals – that position Cuscal as a differentiated B2B connector to the Australian payments landscape.

“We have a long-contracted and diversified client base and we will continue to look at opportunities to expand the breadth of our payment services capabilities.

“Becoming a publicly listed company will enhance our ability to serve our clients and stakeholders. We are excited by the opportunity to welcome new investors to join us in the next chapter of the Cuscal growth story.”

Indicative IPO timetable

The dates above are indicative only and may change.

BofA Securities is acting as Sole Global Coordinator, Sole Bookrunner and Joint Lead Manager. Bell Potter Securities Limited, Ord Minnett Limited and MST Financial Services Pty Ltd are acting as Joint Lead Managers to the Offer. Gilbert + Tobin is acting as Australian legal adviser to Cuscal.

For media enquiries please contact:
Peter Brookes
+61 (0)407 911 389

– ENDS –

IMPORTANT NOTICES
Capitalised terms not defined in this document have the meaning given in the Prospectus.

This document contains certain forward-looking statements and comments about future events. Forward-looking statements can generally be identified by the use of forward-looking words such as, ‘expect’, ‘anticipate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’, ‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’ and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, both general and specific, and there is a risk that such predictions, forecasts, projections and other forward-looking statements will not be achieved. A number of important factors could cause the Company and the Group’s actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements, and many of these factors are beyond the Company and the Group’s control. Forward-looking statements are provided as a general guide only, and should not be relied on as an indication or guarantee of future performance and involve known and unknown risks, uncertainty and other factors, many of which are outside the control of the Company and the Group. As such, undue reliance should not be placed on any forward-looking statement.

Past performance is not necessarily a guide to future performance and no representation or warranty is made by any person as to the likelihood of achievement or reasonableness of any forward-looking statements, forecast financial information or other forecast. Nothing contained in this document nor any information made available to you is, or shall be relied upon as, a promise, representation, warranty or guarantee as to the past, present or the future performance of the Company and the Group.

This document is not, and does not constitute, an offer to sell or the solicitation, invitation, advertisement or recommendation to purchase any securities or other financial products in any jurisdiction and neither this document nor any of the information contained herein shall form the basis of any contract or commitment. In particular, this document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States.

The information in this document remains subject to change without notice. No responsibility or liability is assumed by the Company, its related bodies corporate or any of their respective officers, employees, advisers and agents for updating any information in this document or to inform any recipient of any new or more accurate information or any errors or mis-descriptions of which any member of that group may become aware.

Full details about the Offer are contained in the Prospectus dated 8 November 2024 issued by Cuscal Limited (ACN 087 822 455) and Cuscal SaleCo Limited (ACN 670 386 713).

The Prospectus is available in electronic form to Australian and New Zealand residents on the Company’s offer website, https://events.miraqle.com/cuscal-ipo. The Offer constituted by the Prospectus in electronic form is available only to Australian and New Zealand residents accessing the website within Australia or New Zealand and is not available to persons in any other jurisdictions, including the United States.

A hard copy of the Prospectus is available free of charge during the Offer period to any person in Australia by calling the Cuscal Offer Information Line on 1800 336 109 (toll free within Australia) or +61 1800 336 109 (outside Australia) between 8:30am and 5:30pm (Sydney time), Monday to Friday (excluding public holidays). Applications for Shares may only be made on the Application Form attached to, or accompanying, the Prospectus in its hard copy form, or in its soft copy form available online at https://events.miraqle.com/cuscal-ipo, together with an electronic copy of the Prospectus. By making an Application, you declare that you were given access to the Prospectus, together with an Application Form.

The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to, or accompanied by, the Prospectus in its paper copy form or the complete and unaltered electronic version of the Prospectus.