On behalf of the Directors, it is my pleasure to offer you the opportunity to become a Shareholder in RPro
Holdings Limited (to be renamed “BikeExchange Limited”).
This Prospectus forms part of a broader transaction being undertaken by the Company, under which the
Company seeks to acquire 100% of the issued capital of BikeExchange TopCo. As part of the Proposed
Transaction, the Company proposes to change its name to “BikeExchange Limited”.
Completion of the Proposed Transaction is subject to several condition precedent including the Company
receiving conditional approval from the ASX in relation to the Listing and successful completion of the Offers
under this Prospectus. See Section 2 of this Prospectus for further details of the Proposed Transaction.
Founded in 2007, BikeExchange is the world’s largest global cycling marketplace operating across
8 countries within four geographic hubs in Australia and New Zealand (ANZ), North America, Europe
and Latin America (LATAM). The BikeExchange Group has a network of brands, retailers and distributors
that come together in a single destination marketplace and between FY18‑FY20 originated more than
$26.6 million in Total Transaction Revenue (“TTV”). During the 12‑month period from October 2019 to
September 2020, the BikeExchange Platform was visited by approximately 25.1 million consumers.
This traffic drove e‑commerce transactions and delivered approximately $1.05 billion of inventory and
sales leads to retailers and brands globally. BikeExchange currently has over 1,450 retailers and over
1,500 brands globally available on the platform providing ease, convenience and choice for consumers.
Globally, the cycling market (including accessories) has experienced strong growth due to a number of
factors, as discussed in Section 3, as governments accelerate and plan for changing consumer behaviour.
Further, there is a proactive shift by consumers for increased awareness of environmental, health and
convenience factors that attribute to the positive impacts of cycling whether it be for leisure, commuting
or for health and fitness.
The shift and increase in the online e‑commerce landscape has transformed the way consumers
purchase products and brought about awareness of online being a destination rather than a source
of viewing. Bike Exchange is powered by a global leading, purpose‑built technology platform without
the need for significant ongoing investment as a result of the licensing agreement with Marketplacer,
further discussed in Section 10. BikeExchange’s online model attracts and provides a range of consumers
with choices providing consumers a more convenient, transparent and efficient platform solution relative
to traditional marketplaces.
BikeExchange generates revenue via a subscription based recurring revenue model, through business
member subscriptions with retailers and brands. E‑commerce transactions occur through the platform
generating further scalable revenue through commissions. BikeExchange has an experienced management team well positioned to deliver on the significant growth
opportunity ahead. The Board and executive team believe that BikeExchange’s growth trajectory is favourable
as it further penetrates the online bicycle and accessories market, broadens its reach into new geographic
areas and capitalise on new revenue opportunities as discussed in Section 4.
The Public Offer is seeking to raise $20 million and the net proceeds raised will be primarily deployed
towards growth initiatives. Please see the detailed use of funds outlined in Section 8.3.1.
This Prospectus contains detailed information about the Offers, the industry in which BikeExchange operates,
BikeExchange’s business and its financial and operating performance.
Key risks associated with an investment in the Company are set out in Section 6. It is important that
you read this Prospectus in its entirety before deciding whether to invest in the Company.
On behalf of the Directors, I look forward to welcoming you as a Shareholder.