Updated ASX Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,
04/03/13


Name of entity
Gentrack Group Limited (Gentrack)

ABN
169 195 751

We (the entity) give ASX the following information.


Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to
be issued

Fully paid ordinary shares (New Shares)


2 Number of
+
securities issued or
to be issued (if known) or
maximum number which may
be issued

6,089,451 New Shares to be issued under the
retail component (being the Retail
Entitlement Offer and Retail Bookbuild) of
the fully underwritten accelerated pro rata
entitlement offer as announced to ASX on 4
July 2018 (Entitlement Offer).


3 Principal terms of the
+
securities
(e.g. if options, exercise price
and expiry date; if partly paid
+
securities, the amount
outstanding and due dates for
payment; if
+
convertible
securities, the conversion price
and dates for conversion)
The New Shares will be issued on the same
terms as existing fully paid ordinary shares in
Gentrack (Existing Shares).

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013
4 Do the
+
securities rank equally
in all respects from the
+
issue
date with an existing
+
class of
quoted
+
securities?

If the additional
+
securities do
not rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or
interest payment
• the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
Yes. The New Shares will rank equally in all
respects with the Existing Shares from the
date of issue of the New Shares.


5 Issue price or consideration

NZ$6.19 (or A$5.69) per New Share.


6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)






Proceeds raised through the Entitlement
Offer will be used to pay down bank debt,
leaving undrawn debt facilities of
approximately NZ$50 million, which will
provide Gentrack funding capacity to support
future acquisition and growth opportunities.


6a Is the entity an
+
eligible entity
that has obtained security
holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
N/A


6b The date the security holder
resolution under rule 7.1A was
passed
N/A


6c Number of
+
securities issued
without security holder approval
under rule 7.1
N/A


6d Number of
+
securities issued
with security holder approval
under rule 7.1A
N/A

6e Number of
+
securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)

N/A


6f Number of
+
securities issued
under an exception in rule 7.2
N/A


6g If
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.
N/A


6h If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on
which valuation of
consideration was released to
ASX Market Announcements
N/A


6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
N/A


7
+
Issue dates
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in
rule 19.12). For example, the issue date for a
pro rata entitlement issue must comply with
the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
2 August 2018





Number
+
Class
8 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in
section 2 if applicable)



98,525,216 (after the
issue of New Shares
under the Retail
Entitlement Offer
and Retail
Bookbuild).
Fully paid ordinary
shares




Number
+
Class

+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013
9 Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in
section 2 if applicable)



306,299 Performance Rights
issued under the
Gentrack Long Term
Incentive Scheme


10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
No change. The dividend policy will apply
to the New Shares in the same way that any
dividend policy currently applies to Existing
Shares.

Part 2 - Pro rata issue

11 Is security holder approval
required?

No.


12 Is the issue renounceable or non-
renounceable?
Non-renounceable (the issue is an
accelerated pro-rata entitlement offer with
dual bookbuilds). Entitlements which are
not taken up by an eligible shareholder or
which would have been issued to ineligible
shareholders had they been entitled to
participate in the Entitlement Offer, were
offered for sale to institutional investors
through the Institutional Bookbuild and
Retail Bookbuild.


13 Ratio in which the
+
securities
will be offered
1 New Share for every 5.77 Existing Shares
held on the record date for the Entitlement
Offer.


14
+
Class of
+
securities to which the
offer relates
Fully paid ordinary shares.


15
+
Record date to determine
entitlements
9.00pm (NZ time) / 7.00pm (Sydney time)
on 6 July 2018.


16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
No.


17 Policy for deciding entitlements
in relation to fractions

Where fractions arise in the calculation of
entitlements, they will be rounded up to
the nearest whole number of New Shares.

18 Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
Retail Entitlement Offer – All countries
except New Zealand, Australia, Malta and,
in the case of United Kingdom employees,
the United Kingdom




19 Closing date for receipt of
acceptances or renunciations
The Retail Entitlement Offer closed at
7.00pm (NZ time) / 5.00pm (Sydney time)
on 26 July 2018

The Retail Bookbuild closed at 12.00pm
(NZ time) / 2.00pm (Sydney time) on 30
July 2018.








20 Names of any underwriters


Deutsche Craigs Limited and Craigs
Investment Partners Limited and UBS New
Zealand Limited. The underwriters are also
the Joint Lead Managers to the Entitlement
Offer.


21 Amount of any underwriting fee
or commission
An underwriting fee of 2.25% (plus GST, if
any) of the total gross proceeds to be raised
under the Entitlement Offer.


22 Names of any brokers to the
issue


N/A


23 Fee or commission payable to the
broker to the issue
N/A

+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
In relation to the retail component of the
Entitlement Offer, a stamping fee of 0.5%
of application monies on New Shares
allotted will be paid to NZX firms who
submit a valid claim for a broker stamping
fee on successful applications, subject to a
fee limit of NZ$300.00 per shareholder.
The aggregate fee payable on all successful
applications will be limited to
NZ$50,000.00. If total stamping fees
payable exceeds NZ$50,000.00, the
stamping fee payable per successful
application will be scaled back on a pro
rata basis. This fee will be met by the Joint
Lead Managers. Details of the claims
process are to be separately communicated
to NZX firms by the Joint Lead Managers.
No stamping fees will be paid on any retail
premium or institutional premium
achieved or to ASX brokers on successful
applications on ASX.


25 If the issue is contingent on
security holders’ approval, the
date of the meeting
N/A


26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
The offer document and accompanying
entitlement and acceptance form were sent
to eligible retail shareholders on 10 July
2018


27 If the entity has issued options,
and the terms entitle option
holders to participate on
exercise, the date on which
notices will be sent to option
holders
N/A



28 Date rights trading will begin (if
applicable)
N/A


29 Date rights trading will end (if
applicable)


N/A


30 How do security holders sell
their entitlements in full through
a broker?
N/A

31 How do security holders sell part
of their entitlements through a
broker and accept for the
balance?
N/A


32 How do security holders dispose
of their entitlements (except by
sale through a broker)?
Entitlements which were not taken up by
an eligible shareholder or which would
have been issued to ineligible shareholders
had they been entitled to participate in the
Entitlement Offer, were offered for sale to
institutional investors through the
Institutional Bookbuild conducted on
Thursday, 5 July 2018 and Friday, 6 July
2018 and the Retail Bookbuild conducted
on Monday, 30 July 2018.


33
+
Issue date


2 August 2018

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34 Type of
+
securities
(tick one)

(a)

+
Securities described in Part 1


(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities


Tick to indicate you are providing the information or
documents


35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities
held by those holders


36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities

Entities that have ticked box 34(b)

38 Number of
+
securities for which
+
quotation is sought





39
+
Class of
+
securities for which
quotation is sought




40 Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution or interest
payment



41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period

(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)





Number
+
Class
42 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in clause
38)

+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013


Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX
may quote the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the
+
securities to be quoted complies with the law and is
not for an illegal purpose.

• There is no reason why those
+
securities should not be granted
+
quotation.

• An offer of the
+
securities for sale within 12 months after their issue
will not require disclosure under section 707(3) or section 1012C(6) of
the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be
able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to
any applications received by us in relation to any
+
securities to be
quoted and that no-one has any right to return any
+
securities to be
quoted under sections 737, 738 or 1016F of the Corporations Act at the
time that we request that the
+
securities be quoted.

• If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at
the time that we request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.

4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on
the information and documents. We warrant that they are (will be) true and
complete.


Sign here: Date: 2 August 2018
(Director/Company secretary)


Print name: .....Jon Kershaw....................................
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