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September 18, 2025
Smartpay Holdings Ltd (SPY)
The company will hold a Special Shareholders Meeting at 12.30pm Tuesday 14 October 2025.
The location is Ionic Room, Sydney Masonic Centre 66 Goulburn Street Sydney NSW 2000 Australia
You can also join the meeting online at this link.
Company Overview
Smartpay is Australia and New Zealand’s largest independent EFTPOS provider. It employs over 231 people and provides over 40,000 merchants with over 56,000 EFTPOS terminals. In New Zealand, it is the largest direct connector of EFTPOS terminals to Paymark, the central electronic payment processing platform. The company is NZX-listed with a foreign-exempt listing on the ASX.
In August 2024 Shelley Ruha was appointed to the Board.
In March 2025, the company announced it had received offers to acquire 100% of the shares from Tyro Payments Ltd as Australian company and another unnamed party. In May Tyro announced it was withdrawing its offer. In June 2025, the company announced it has entered into a Scheme Implementation Agreement (SIA) under which Shift4 Payments will acquire all the shares in Smartpay for NZ$1.20 per share in cash.
The shares were trading at $1.02 immediately prior to the May announcement of the SIA, and at $0.64 prior to the March announcement of offer interest.
Purpose of Meeting
The meeting is to consider the offer by Shift4 to acquire all the shares in SmartPay for $1.20 per share in cash by way of a Scheme of Arrangement. The Board recommends the offer and has commissioned Calibre Partners to prepare an independent Report, and this is included with the Notice of Meeting.
Shift4 Group is a leading independent provider of software and payment processing solutions in the United States and offers services in countries around the world. Shift4 Group operates globally with offices in North America, South America, Europe, Asia, and Australia. In the first quarter of 2025, the Shift4 Group reported gross revenue of US$848.3 million and gross profit of US$240.7 million.
Disclaimer
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NZSA Commentary
Valuation: NZSA notes that the offer is a premium of 18.8% over the $1.01 the shares were trading at the day before the Shift4 offer (announced in May), and a premium of 90.4% over the 63 cents the shares were trading at the day before the Tyro offer at $1.00 per share.
Calibre’s valuation range is between $1.07 and $1.43 with the mid-point at $1.25.
Despite the independent report, we note the comments by Wilson Asset Management in Australia that the scheme price is a “steal” for the acquirer. NZSA notes the decline in SPY’s share price, from approximately $1.85, since mid-2023.
Board process: Given the offer from Tyro, it is clear that the Board had multiple options as regards the acquirer, and have looked to maximise the value received current shareholders.
Resolution
Note for the resolution to succeed,
- At least 75% of the votes cast in each interest class must be in favour of the Scheme.
- More than 50% of the total number of Smartpay’s shares on issue must be voted in favour of the Scheme.
“That the Scheme (the terms of which are described in the Scheme Booklet) be and is hereby approved.”
We have read the Notice of Meeting, Scheme Booklet and Calibre Partners Report and believe the offer is in the best interests of minority shareholders.
We will vote undirected proxies IN FAVOUR of this resolution.
Proxies
You can vote online or appoint a proxy at https://www.investorvote.com.au/
Instructions are on the Proxy/voting paper sent to you.
Voting and proxy appointments close 12.30pm Sunday 12 October 2025.
Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.
The Team at NZSA