Download the Prospectus
Pre Money Equity Valuation
$113,500,000
Min Raise
$30,000,000
Max Raise
$30,000,000
Estimated Close
2020-11-23
Issue Type
IPO
Lead Manager
Bell Potter Securities Ltd, Canaccord Genuity Ltd
Type of Securities
Shares
Date First Lodged
23/10/2020
Offer Costs $
$3,400,000
Market Cap Max
$143,500,000
Key Executives
Robert Gavshon (Chairman and NED), Ian Young (NED), Michael Stibbard (NED), Mark Rohald (ED)
Company Address
Level 8, 51 Pitt Street Sydney NSW 2000
Exchange
ASX
Chairman's Letter

Dear Investor,
5 Based on Cluey Voice of the Customer Internal Research, n=1,201.
On behalf of the Board of Directors, I am pleased to
offer you the opportunity to become a Shareholder
in Cluey Ltd (‘Company’).
Cluey Learning Pty Limited (‘Cluey’), which will become, on or
immediately prior to Completion of the Offer, a subsidiary of
the Company, is a leading education technology company
in Australia that provides personalised online tutoring and
educational support to school students.
The outside‑of‑school learning support market is large and
growing worldwide. The online segment is particularly well
placed as online learning is being embraced in earnest.
Furthermore, the market is highly fragmented, creating organic
and acquisition opportunities across technologies, products,
services and distribution.
Cluey has developed and integrated platforms combining
video, audio, virtual whiteboard, collaboration and diagnostic
tools. These platforms give students access to Cluey’s
proprietary content, online tutoring and test preparation
services, structured around the individual student’s needs
and goals. It is noteworthy that Cluey has developed its
platforms to enable them to be readily deployed in
international markets.
Cluey is not a marketplace. Tutors form an integral part of
Cluey’s scalable service. Tutors are engaged based on their
relevant skills and complete onboarding and training. Cluey’s
platforms and systems infrastructure are used to support the
provision of high quality education support for students.
The Company is confident that Cluey generates meaningful
educational outcomes – indeed, when parents were surveyed
in April 2019, it found that 82% of them considered that their
child’s grades had improved and 85% of parents considered
their child was more confident5.
Cluey launched its offering in July 2018 and since that time
has achieved significant scale, growth and market acceptance.
In September 2020, 19,166 online tutoring sessions, representing
growth of ~305% on September 2019, were completed on the
Cluey platform. As of 30 September 2020, Cluey had over
5,200 active students and over 620 qualified tutors.
Cluey’s founder‑led management team, headed by Mark
Rohald, has a strong track record of establishing and scaling
education businesses (private and public) both in Australia
and abroad, and has created significant shareholder value in
monetising those businesses. In Australia, Mark and several
members of Cluey’s leadership team consolidated and
grew Think Education Group Pty Ltd and after its successful
divestment, acquired and developed Open Colleges Australia
Pty Ltd as a leader in the online vocational education sector,
before selling it to the largest for‑profit education provider
in the USA.
The Company has an experienced Board of Directors
with a diverse mix of skills and backgrounds in education,
finance, technology, retail, entrepreneurship and corporate
transactions. Cluey is also supported by an Independent
Education Advisory Board which includes eminent education
sector thought leaders.
The Offer outlined in this Prospectus is fully underwritten
by Bell Potter Securities Limited and Canaccord Genuity
(Australia) Limited and through them, the Company is seeking
to raise gross proceeds of $30.0 million by the issue of
25.1 million Shares at an Offer Price of $1.20 per Share.
No Existing Shareholders are selling any Shares as part
of the Offer and there will be an Employee Gift Offer. On
Completion of the Offer, Existing Shareholders are expected
to own approximately 79.0% and New Shareholders are
expected to own approximately 21.0% of the total ordinary shares
outstanding in the capital of the Company. Approximately
80.3% of Existing Shares at the Completion of the Offer are
expected to be subject to escrow arrangements as outlined
in Section 9.5.
This Prospectus contains detailed information about the Offer,
the industry sectors in which Cluey operates and the historical
and forecast financial position of Cluey, as well as the key risks
associated with an investment in the Company. These key
risks include, among others, limited operating history, the
inability to scale its business and achieve profitability,
customer acquisition risk, retention risk, history of losses,
uncertainty on future profits and loss of key management
personnel. These risks are defined and otherwise detailed
in Sections 1.4 and 5.
It is important that you to read this Prospectus carefully, and in
its entirety, before deciding whether to invest in the Company.
Together with my fellow Directors, I look forward to welcoming
you as a Shareholder of the Company.
Yours sincerely,
Robert Gavshon AM
Chairman