Herbert Smith Freehills’ private equity and venture capital team has advised Limepay on its pre-IPO capital raising together with The Fold Legal, a boutique financial services law firm. 

The capital raising was implemented via an issue of convertible notes and the first phase of the raise recently closed with investments of A$21 million from new and existing investors.

Limepay is Australia’s first enterprise payments fintech to launch a merchant-branded platform that seamlessly integrates online payments and buy now, pay later (BNPL) functionality to provide a native and frictionless customer experience. Unlike third-party BNPL services, Limepay enables merchants to retain ownership of their customer relationships and data, coupled with a checkout experience that increases conversion rates and lifetime customer value.

The new capital is expected to bring Limepay’s total funding to nearly A$30 million within one year of its initial seed funding completed in December 2019. It will be employed to fund the continued rapid growth and expansion of the company with a focus on sales, marketing and partnerships and product development and expansion.

The Herbert Smith Freehills team was led by partner and Head of Venture Capital Peter Dunne, Co-Head of Venture Capital (Australia) Elizabeth Henderson, and solicitors Lisa Alderson and Lara Howden. The Fold Legal team was led by Katie Johnston.

Elizabeth Henderson said, “Limepay is a great example of the strength of Australian companies in fintech. Closing one of the largest fintech pre-IPO capital raisings is a testament to the quality of Limepay’s product and its team. We were pleased to be able to be part of the company’s journey and success.”

Limepay’s Founder and CEO, Tim Dwyer, said, “The entire Limepay team is very pleased with the success of the pre-IPO raise, and thanks existing and new investors for participating in the round. We believe the support and strong interest received from investors is testament to Limepay’s differentiated offering, which is unique in the global BNPL market. Limepay’s unified checkout solution and white-labelled BNPL facility for merchants is well positioned to become a leading and transformative innovation in the digital payments sector. We were extremely grateful to have the firepower of Herbert Smith Freehills advising us towards achieving such a successful capital raise that will be instrumental in helping us to achieve our next phase of growth and expansion.”

Limepay’s Co-Founder and chief Operating Officer, Josh Edis, said, “This pre-IPO raising, advised on by the exceptional team at Herbert Smith Freehills, is understood to be one of the largest fintech pre-IPOs completed in the Australian market. It is also anticipated to potentially grow further as we continue discussions with additional institutional and strategic investors. The cash injection will provide Limepay with the balance sheet liquidity and operational flexibility required to meet its business objectives as we work towards an IPO in 2021, and we welcome any further opportunities to work with Herbert Smith Freehills on future raises.”

This deal is another example of Herbert Smith Freehills’ market-leading work in Australian venture capital raisings and fintech transactions. Other examples include:

• Nano Home Loans (formerly Verteva) on its A$33 million capital raise;
• the sale of 100% of Earnd by its founders and investors to Greensill Capital;
• SafetyCulture on its A$60.5 million Series C capital raise and secondary sale;
• Culture Amp on its A$120 million Series E capital raise; and
• acting for companies or investors in capital raises for Brighte, Shippit, Spriggy, Tyro Payments, Airwallex, Sonder, Nura, Reejig, Elenium Automation, Campaign Monitor, Different and others.