• Smartpay confirms receipt of two conditional, non-binding and indicative proposals
• One proposal from Tyro Payments to acquire 100% of Smartpay shares for NZ$1.00 per share
• Other proposal from an international strategic party to acquire 100% of Smartpay shares

Smartpay Holdings Limited (Smartpay) has confirmed that it has received two separate conditional, non-binding and indicative proposals (the Proposals) in relation to a possible control transaction. One of the Proposals is from Tyro Payments Limited (Tyro) and the other Proposal is from an international strategic party (the Other Party). The Tyro indicative proposal is to acquire 100% of the issued ordinary shares of Smartpay by way of a scheme of arrangement for a price of NZ$1.00 (approximately A$0.90) per share, comprising a majority of Tyro shares as well as cash consideration. The indicative proposal from the Other Party is also to acquire 100% of the issued ordinary shares of Smartpay. Both of the Proposals are preliminary only and highly conditional, including satisfactory completion of respective due diligence and execution of definitive transaction documentation. As part of its review of the Proposals, the Smartpay Board has decided to allow both Tyro and the Other Party to conduct an initial limited period of commercial due diligence on a non-exclusive basis. This will allow Smartpay to better assess the relative merits of each Proposal and give each party an opportunity to further improve their respective Proposals based on the information received. Reciprocal due diligence will also be conducted by Smartpay on Tyro given the majority of the proposed consideration is to be satisfied by the issue of Tyro shares. The provision of limited due diligence does not guarantee that either of the Proposals will result in a binding offer or one that is capable of being recommended by the Smartpay Board. There is no certainty that any transaction will arise.