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21 October 2025
Black Pearl Group Ltd (BPG)
The company will hold a Special Shareholders Meeting at 10.00am Friday 7 November 2025.
It will be a virtual meeting. You can join the meeting online at this link.
Company Overview
The company was founded by the CEO and Managing Director, Nick Lissette, in 2012 and listed on the NZX in December 2022. It is a data technology company focused on small and medium-sized businesses (SMBs). Black Pearl builds cloud-based services that empower businesses to make data-driven decisions, drive productivity, and generate demand. It provides data transparency for businesses of all sizes, helping facilitate better decision-making and directly unlocking new revenue opportunities.
In November 2022, it acquired NewOldStamp – an email signature management company based in the USA, with contractors in the USA and Europe (including Eastern Europe). NewOldStamp is an in-market SaaS solution that enables businesses to centrally manage their email signatures.
During FY23 it launched Pearl Diver a product that enables businesses to enhance customer engagement and conversion rates by transforming anonymous website visits into leads and identify key sales opportunities using multiple data measurements to assess levels of engagement.
Purpose of Meeting.
The meeting is to approve a resolution to give the Board flexibility to issue further shares under placements without needing a prior shareholder approval. The Board seeks this flexibility so that BPG can act quickly and decisively on growth opportunities.
BPG remains on track to complete its ASX foreign exempt listing this year and this is expected to occur in mid-November. In conjunction with that listing there may be an opportunity to continue expanding BPG’s Australian investor base and establish further liquidity for that market. It has received strong investor interest in Australia in its most recent capital raising and, should the opportunity to raise further capital arise at the right price, it seeks the ability for BPG to move swiftly and take that opportunity.
Disclaimer
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NZSA Commentary
The company has undertaken successful capital raises twice (October 2024, August 2025) since listing on the NZX in late 2022, to support its ongoing pipeline of product development and market expansion. This is in addition to a private placement of shares in May 2023, aimed at accelerating development of its Pearl Diver product.
On both occasions, BPG has chosen to raise capital at a time when its shares have reflected strong valuation. This has minimised dilution for shareholders and maximised the capital raise opportunity for the company; NZSA considers that the company has balanced its capital needs effectively in this context, forming an exemplar for other small-cap listed entities.
The structure of the October 2024 capital raise was via a Placement + Share Purchase Plan structure, and was over-subscribed with the company raising a total of $13.6m. This capital raise was structured as a Placement and ANREO, raising a total of $13.7m.
As is the case with ANREO’s, retail investors should understand the relationship of the ‘retail’ component within the wider offer structure and oversubscribe beyond their entitlement if they wish to avoid their shareholding being diluted. While this could be derived from the offer documentation provided, we encourage all companies to provide transparent disclosure as to both retail investor entitlement and underlying dilution.
Resolution
To approve that, in accordance with NZX Listing Rule 4.5.1(c), shareholders ratify the issue of 9,267,979 fully paid ordinary shares of BPG on 19 August 2025, 21 August 2025, and 9 October 2025
We will vote undirected proxies IN FAVOUR of the resolution.
Proxies
You can vote online or appoint a proxy at https://nz.investorcentre.mpms.mufg.com/voting/BPG
Instructions are on the Proxy/voting paper sent to you.
Voting and proxy appointments close 10.00am Wednesday 5 November 2025.
Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.
The Team at NZSA