Gratifii Launches $10M Raise to Acquire Loyalty Rival and Reach 18M Members
Gratifii signs binding deal to acquire Simplicity Loyalty, invest in Marketplacer and complete $10m raise
Gratifii Limited (ASX: GTI) has signed a binding Share Purchase Agreement (SPA) to acquire Simplicity Australasia Limited and Simplicity Technologies Limited, executed a non-binding Term Sheet to invest $5.0m via convertible notes in Marketplacer Holdings Ltd, and received firm commitments for a $10.0m two-tranche placement to fund both transactions. The combined platform would serve 80+ enterprise clients, reach 18+ million member accounts, and cover more than 65% of Australian and New Zealand households.
Iain Dunstan, CEO and Managing Director, Gratifii Limited
“These transactions materially transform our capabilities and position Gratifii at the centre of a rapidly growing number of opportunities from new and existing clients. Simplicity plugs in immediately, improving our unit economics and sector coverage from day one.”
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Unpacking the three-part transaction
Acquiring Simplicity Loyalty — blue-chip clients and recurring revenue
Founded in 2001, Simplicity is a loyalty and rewards platform with a longstanding ANZ footprint, generating approximately 70% of its revenue from Australia and 30% from New Zealand. Its client portfolio includes a leading international QSR franchise chain, Dulux, Schneider Electric, and Genesis — sectors that represent the highest-value segments of the loyalty market.
Simplicity delivered unaudited FY25 revenue of $4.6m (NZD/AUD $0.82), with approximately 41% classified as high-margin recurring SaaS revenue. Normalised unaudited EBITDA came in at $0.54m before expected synergies. Management has highlighted minimal client overlap between the two businesses as a key driver of confidence in client retention and incremental revenue growth.
The transaction structure is as follows:
- Upfront cash consideration: NZD$2.5m payable to vendors on completion
- Scrip consideration: NZD$1.5m in Gratifii shares, issued at the 30-day VWAP prior to completion, escrowed for 12 months
- Earnout: Up to NZD$0.4m in cash, subject to agreed gross profit and EBITDA targets for the financial year ending 31 March 2027
- Total upfront purchase price (AUD equivalent): approximately $3.4m, with an earnout of approximately $0.34m
- Completion date: 1 September 2026, or such other date as agreed between the parties
- Conditions precedent include: satisfactory completion of due diligence, key contract counterparty consents, Gratifii shareholder approval for consideration shares, ASX and regulatory approvals, and no Material Adverse Change
Strategic investment in Marketplacer — turning rewards into marketplaces
Marketplacer is a global enterprise marketplace platform providing turnkey onboarding, AI-powered product classification, and fulfilment infrastructure. Its API-first architecture enables seamless integration with existing loyalty and rewards platforms, and its seller supply network spans thousands of categories and geographies.
Under the partnership, Marketplacer will serve as the commerce engine powering Gratifii’s rewards network, enabling enterprise clients to launch product-rich reward stores in weeks rather than months and without inventory risk. The strategic investment aligns long-term incentives and provides working capital to accelerate feature deployments and integrations required by Gratifii.
The key investment terms are as follows:
- Instrument: $5.0m convertible notes (face value A$1.00 per note) in Marketplacer Holdings Limited
- Interest rate: 12.0% per annum, capitalised into the note balance
- Maturity: 24 months from the issue date
- Conversion triggers (Qualified Funding Event): a capital raise of at least A$10m by Marketplacer; a sale of more than 50% of Marketplacer’s issued share capital; or at maturity
- Conversion price: minimum 25% discount at conversion
- Conversion instrument: Super Senior Preference Shares, the new highest-ranking share class in Marketplacer’s capital structure, carrying a 2.25x liquidation preference in an exit or liquidation event
- Ranking: unsecured, sits behind existing secured debt
- Conditions precedent include: full execution of definitive legal documentation, existing Marketplacer noteholder consent, and Marketplacer and Gratifii shareholder approval
What is loyalty technology — and why does consolidation create value?
Enterprise loyalty and rewards platforms power the points programmes, benefits schemes, and engagement tools that major brands offer their customers. When a consumer earns points at a retailer or redeems rewards through an app, a platform like Gratifii’s is operating in the background to manage that experience at scale.
Within these platforms, recurring SaaS revenue is considered particularly attractive because it is contractually predictable and carries higher margins than one-off project or integration fees. Simplicity’s ~41% recurring SaaS revenue mix directly improves the combined group’s margin profile from the moment the acquisition completes.
The broader opportunity for Gratifii is structural. The APAC loyalty market remains fragmented, with enterprises increasingly seeking to consolidate vendors and reduce complexity. Scale confers advantages in supplier negotiations, data depth, and product breadth. Gratifii’s expanding member base creates what management describes as a flywheel: a larger member base attracts more supplier partnerships, which drives more redemption options, which generates deeper behavioural data, which makes the platform stickier for both members and enterprise clients. The addition of Simplicity’s blue-chip client base and Marketplacer’s commerce infrastructure accelerates each stage of that dynamic.
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$10m placement and use of funds
Capital raise structure
Gratifii has received firm commitments for a $10.0m placement of fully paid ordinary shares at $0.040 per share. The issue price represents a 14.9% discount to the last close price and a 23.3% discount to the 15-day VWAP.
The raise is structured across two tranches:
- Tranche 1: approximately $4.2m via the issue of approximately 106 million shares (approximately 63 million under Listing Rule 7.1 and approximately 43 million under Listing Rule 7.1A), with no shareholder approval required
- Tranche 2: approximately $5.8m via the issue of approximately 143 million shares, subject to shareholder approval at an Extraordinary General Meeting (EGM) expected on or around 29 June 2026
- Options: one option for every two shares subscribed, with an exercise price of $0.10 and a two-year maturity from the date of issue, subject to shareholder approval
- All four Gratifii Directors will participate in the Offer, subject to shareholder approval
The allocation of proceeds is set out below:
| Use of Funds | Amount (A$m) |
|---|---|
| Simplicity Loyalty acquisition consideration + synergy execution | $3.0m |
| Strategic investment in Marketplacer | $5.0m |
| Working capital and costs of the transactions | $2.0m |
| TOTAL | $10.0m |
What comes next — EGM and completion milestones
With firm commitments secured and both transactions announced, Gratifii’s near-term calendar is anchored by the following milestones:
- EGM expected on or around 29 June 2026 — shareholder approval for Tranche 2 shares, consideration shares, and options
- Simplicity completion date: 1 September 2026 (or as agreed between the parties)
- Marketplacer binding documentation: subject to ongoing conditions precedent, including shareholder approval
- Synergies from the Simplicity acquisition are expected to materialise within the first 12 months post-completion, through elimination of duplicated shared services and platform consolidation
Iain Dunstan, CEO and Managing Director, Gratifii Limited
“With more than 80 enterprise clients and access to over 65% of Australian and New Zealand households, we now have an extraordinarily attractive base to monetise, accelerate growth, and drive long-term shareholder value.”
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