Charles Frischer, KPT Capital LLC, Clutterbuck Capital Management LLC, & Robert Clutterbuck Issue Joint Letter to Shareholders in Support of GetSwift Management

CLEVELAND–(BUSINESS WIRE)–$GSW #SaaS–Charles Frischer, KPT Capital LLC, Clutterbuck Capital Management LLC, & Robert Clutterbuck, who have a combined ownership in excess of 25% of the outstanding shares of GetSwift Limited (ASX: GSW) (‘GetSwift’ or the ‘Company’), released the following letter stating their support for the Company and its senior management.

The text of the letter follows:

Dear Fellow GetSwift Shareholders:

We write to you as several of GetSwift’s larger shareholders – Charles Frischer (CF), the founder of KPT Capital LLC (KPT), Clutterbuck Capital Management LLC (CCM) and Robert Clutterbuck (RC), respectively. While all parties act independently in relation to the GetSwift shares, which they respectively hold or otherwise control and also in relation to GetSwift generally, each of us wish to update you on a number of important matters, since the letter sent by CCM and KPT’s founder back in March 2019.

Three years ago, a small Australian last-mile logistics company, named GetSwift, completed a capital raise in the United States and Australia. We had spent a considerable amount of time in 2017 in due diligence to understand the early adopters, clients, and underlying technology behind this opportunity. Ultimately, the authors of this letter made independent decisions to initiate material investments in GetSwift. Since that time, a number of widely publicized (and, from our perspective, skewed or biased) events have taken place. Most notably, amid several publicly announced commercial arrangements and partnerships, GetSwift’s share price enjoyed breathtaking momentum – taking it higher, but only to retreat just as quickly.

SaaS contracts, which are the conventional contracts for tech-based logistics firms, are typically pay-as-you-go and can usually be canceled at any time. These terms and conditions are not unique to the SaaS contracts to which GetSwift was (and in many instances, remains) a party, and can be found within the broader sphere of SaaS model businesses globally. From our perspective, at most, many investors saw GetSwift’s early announced commercial partnerships as validation that some very large players were in the early stages of evaluating, and then hopefully engaging at some point, GetSwift’s technology. Relevantly, SaaS products are only scalable once they become embedded in a client’s workflow, at which point they become expensive to remove.

This letter comes amid a civil claim being pursued by the Australian Securities and Investments Commission against the company and two of its directors, which, according to news reports and announcements, will be followed by a shareholder class action. As the current proceedings are open to the public, we have been following along very closely. In its early years, GetSwift was a young, potentially high-growth, technology company with 8 employees. In our experience, virtually every successful technology company in the world progresses through an “infant stage” where optimism, enthusiasm and confidence in their future success can be overwhelming. We are pleased to have seen the developmental steps GetSwift has taken since those early times, including in terms of having continued to invest in its corporate governance processes and structure.

While not lawyers ourselves, in our following of the court proceedings, the excitement, which the GetSwift team felt about the company they were in the process of building was palpable. This is common among many entrepreneurs we have worked with in our careers. As investors, we hope that the regulatory matters can be dealt with expeditiously, and the company and its management can re-direct their attention back to growing the business.

As we evaluate GetSwift’s current prospects, we must look at GetSwift’s progress over the course of the past year. Shareholders have started to see meaningful adoptions of GetSwift’s technology taking place. Evidence of their software adoptions has emerged both through analytics software as well as through announced rollouts across fast-food chains in the Middle East, Heineken in the Philippines, Mexico, and beyond, in addition to the various farm-to-table deployments across the United States and other parts of North America.

Shareholders have seen the company announce three strategic acquisitions: through Delivery Business Pro (farm-to-table), Scheduling Plus (workforce management), and Logo (data centers and government certifications). We understand that GetSwift now employs almost 250 individuals (and growing) across the world, versus a work force of 8 people in 2017 – which is demonstrative of the strong growth trajectory, which the company has enjoyed. Reported revenue for the first calendar quarter of 2020 was A$8.7 million, a greater than 700% increase from the same quarter in 2019. This “run-rate” annualizes to approximately A$35 million and, according to the company’s last quarterly report released to the ASX in April 2020, the company expects revenue growth to continue.

While many in the press look back on the events that took place several years ago, we believe it is more important to take stock of the many accomplishments that GetSwift has made, particularly in the face of the significant distraction caused by lawsuits. In hindsight, the press could not have been more bullish on the ascent as they are bearish off the lows. Our experience leads us to believe that it is through these perspectives where we can invest our capital to help build strong, long lasting, viable businesses.

We consider that the observations that the Company’s recent revenue growth is, in part, due to Covid-19 are shortsighted. The unfortunate global pandemic has simply accelerated a movement that was already in motion. As a result, we believe GetSwift to be in the right place and time to prove their ability to scale aggressively. Most notably, the Company appears to be diversifying their revenue streams across small and medium businesses in addition to Enterprise clients across multiple verticals.

While independently held and managed, the combined ownership of CF, KPT, CCM and RC exceeds 25% of the outstanding shares of GetSwift. Other large US holders, totaling collectively over 10% of the company ownership, have recently contacted one or more of our firms to express their support of GetSwift’s vision.

Furthermore, one of the largest and most sophisticated asset managers in the world, Fidelity International, recently confirmed their approximate 9.5% ownership stake in the company. While certainly not speaking for Fidelity, we believe that since they were the largest investor in the A$4/share equity raise for GetSwift in 2017, returning to the top of the shareholder register is quite likely also an endorsement of their belief in GetSwift.

If we were to tally the shareholdings in the company of GetSwift’s senior management, CF, KPT, CCM & RC, and other US holders that have contacted us, the total ownership represents (without taking into account Fidelity’s stake) over 65% of the shares on issue.

As long-term supporters and shareholders, we look forward to moving past the legal proceedings and shifting focus to GetSwift’s strong growth potential. Our observation is that GetSwift has evolved from a company that possibly had potential to participate to some degree in the last-mile solution, to one that is on the cusp of potentially being a truly meaningful player in that space. Additionally, besides the dramatic acceleration of revenue growth over the past year, GetSwift has put in place an improved corporate governance structure.

From where we stand, the positive momentum at GetSwift is attributable to the quality of their entire team, but the catalyst of their growth and success revolves around Bane Hunter, CEO and Joel MacDonald, President. We believe both are essential to the operations and leadership at GetSwift to hopefully propel the company into a meaningful global brand. We continue to strongly support both of these leaders and believe their involvement is vital for our future success.

We urge you to show your support along with us.

Robert T. Clutterbuck

Managing Partner

Clutterbuck Capital Management LLC

Richard Leahy

Managing Partner

KPT Capital LLC

Charles Frischer

Contacts

Robert T. Clutterbuck

rtc@clutterbuckfunds.com