ikeGPS GROUP LIMITED – ANNOUNCES SHARE PURCHASE PLAN
6 September 2018 – ikeGPS Group Limited (ikeGPS) (NZX: IKE) (ASX:IKE)
announced on 24 August 2018 that it intended to raise $6.25 million of new
capital through an underwritten placement and share purchase plan. In the
first stage of capital raising, ikeGPS successfully raised $5 million through an
equity placement to existing and new investors (Placement).
Today ikeGPS announces that it is seeking to raise up to $1.25 million
through a Share Purchase Plan (SPP) to eligible shareholders. The SPP is
being made in reliance on NZX Main Board Listing Rule 7.3.4(c).
The SPP, which opens today, gives each ikeGPS shareholder recorded in the
share register with a New Zealand address as at 5.00pm on 5 September
2018, an opportunity to subscribe for up to NZ$15,000 in new fully paid
ordinary shares in ikeGPS at price of $0.52 per share (being the price on
which shares were issued at under the Placement completed on 29 August
2018).
The full terms and conditions of the SPP are contained in the attached ikeGPS
Share Purchase Plan offer documents. Unless extended, acceptances must
be received by 5.00pm on 24 September 2018 and shares will be allotted on
1 October 2018.
A copy of the cleansing notice (issued under clause 20(1)(a) of Schedule 8
to the Financial Markets Conduct Regulations 2014 and ASIC Instrument 16-
1121) and Appendix 7 for the SPP accompany this announcement.
6 September 2018
BY EMAIL: regulation@nzx.com
NZX Limited
Issuer Regulation
Level 1, NZX Centre
11 Cable Street
WELLINGTON
ASX Limited
Level 4, North Tower, Rialto
525 Collins Street
Melbourne VIC 3000
IKEGPS GROUP LIMITED – ANNOUNCES SHARE PURCHASE PLAN
Contact
ikeGPS Group Limited
Chris Birkett
Chief Financial Officer
---
ikeGPS Group Limited (ikeGPS) intends to undertake a share purchase plan, to existing
shareholders of ikeGPS with a New Zealand registered address as at close of business
on 5 September 2018, of new fully paid ordinary shares of the same class as already
quoted on the NZX Main Board of NZX Limited at the same price as the placement to
existing New Zealand wholesale shareholders settled on 29 August 2018 (SPP).
Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations
2014 (FMC Regulations) and the Financial Markets Conduct Act 2013 (FMCA) and ASIC
Instrument 16-1121, ikeGPS states that:
(a) ikeGPS is making the SPP in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of
Schedule 8 to the FMC Regulations.
(b) As at the date of this notice, ikeGPS is in compliance with the continuous
disclosure obligations that apply to it in relation to its ordinary shares and there
is no “excluded information” (being information that has been excluded from a
continuous disclosure notice in accordance with the NZX Main Board/Debt Market
Listing Rules).
(c) As at the date of this notice, ikeGPS is in compliance with its financial reporting
obligations.
(d) The SPP is not expected to have any material effect or consequence on the
control of ikeGPS.
(e) ikeGPS will issue the relevant securities under the SPP without disclosure to
investors under Part 6D of the Corporations Act 2001 (Cth).
(f) This notice is being given under paragraph 708A(12G) as notionally inserted by ASIC
Instrument 16-1121.
6 September 2018
Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
ASX Limited
Level 4, North Tower, Rialto
525 Collins Street
Melbourne VIC 3000
IKEGPS GROUP LIMITED (NZX:IKE) (ASX:IKE) – NOTICE OF OFFER OF SAME CLASS
FINANCIAL PRODUCTS FOR ISSUE
(g) As at the date of this notice, ikeGPS is in compliance with its obligations under
rule 1.15.2 of the listing rules of ASX Limited.
Yours sincerely
Chris Birkett
Chief Financial Officer
ikeGPS Group Limited
---
APPENDIX 7 – NZSX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)
For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.
Full name
of Issuer
Name of officer authorised to
Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumber
Date
Nature of event
BonusIf ticked,
Rights Issue
Tick as appropriate
Issue
state whether:Taxable
/ Non TaxableConversionInterestRenouncable
Rights IssueCapitalCallDividend
If ticked, stateFull
non-renouncable
change
whether:
InterimYearSpecialDRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Description of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.
Description of theISIN
class of securities
If unknown, contact NZX
Number of Securities toMinimum
Ratio, e.g
be issued following eventEntitlement
1 for 2 for
Conversion, Maturity, Call
Treatment of Fractions
Payable or Exercise Date
Tick if
provide an
pari passu
ORexplanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
ranking
Monies Associated with Event
Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.
Source of
Amount per securityPayment
(does not include any excluded income)
Excluded income per security
(only applicable to listed PIEs)
SupplementaryAmount per security
Currencydividendin dollars and cents
details -
NZSX Listing Rule 7.12.7
Total monies
TaxationAmount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Give details)
Foreign
FDP Credits
Withholding Tax(Give details)
Timing
(Refer Appendix 8 in the NZSX Listing Rules)
Record Date 5pmApplication Date
For calculation of entitlements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conversion Date.
Notice DateAllotment Date
Entitlement letters, call notices,For the issue of new securities.
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:Security Code:
Cease Quoting Old Security 5pm:
5 September 201824 September 2018
6 September 20181 October 2018
$$
$
NZD
Up to $1,250,000
Date Payable
N/ARounded up to nearest whole number
Enter N/A if not
applicable
N/A
NZIKEE0001S9
Ordinary shares issued under a share purchase planNZIKEE0001S9
In dollars and cents
NZ$0.52
021 442 12706092018
Up to 2,403,846 (subject to rounding)N/A
Ordinary shares
EMAIL: announce@nzx.com
Notice of event affecting securities
1
ikeGPS Limited
Chris Birkett, CFODirectors' resolution
---
This offer closes at 5.00pm on 24 September 2018. Applications and payment must be received by before this time.
THIS DOCUMENT IS IMPORTANT. If you do not understand it, or have any questions, you should consult your financial adviser.
Please see instructions on the reverse on how to complete this form and where to send it.
.
Share Purchase Plan (SPP)
Application Form
APPLICATION FOR SHARES AND PAYMENT
You may apply for one parcel of ikeGPS Group Limited (ikeGPS) ordinary shares (Shares) up to $15,000, in amounts of $1,000, $2,500,
$5,000, $7,500, $10,000, $12,500 and $15,000. Applications which are not for one of these denominations may not be accepted by ikeGPS.
Please indicate the value of the shares you are applying for by ticking the appropriate box, and either complete the direct debit instruction
to enable the Share Registrar to direct debit your account or attach a cheque payable to “ikeGPS Group Limited”. Payment must be in New
Zealand dollars. Direct debit instructions and cheques may not be post-dated. Cheques will be banked or the funds will be direct debited
form your account on the day the application is received by Link Market Services. Cheques must be drawn on a New Zealand bank
account.
$1,000
$2,500
$5,000
$7,500
$10,000
$12,500
$15,000
PAYMENT OPTIONS
Option 1 : Cheque
Please attach your cheque for the total amount payable. Your cheque must be for immediate value drawn on a New Zealand bank, or
bank draft in New Zealand currency, made out to “ikeGPS Group Limited”. Cheques should be crossed ‘Not Transferable’. Post-dated
cheques will not be accepted. If your cheque dishonours, your application will be rejected.
Option 2: Direct Debit
Direct debit allows ikeGPS or its agent to deduct money from your nominated bank account as payment for your application. If you wish
to make payment by this method, please complete your account details below. By signing this Application Form, the signatory agrees
that ikeGPS or its agent is authorised to direct debit the bank account below for the total amount payable in accordance with the terms
specified in the Instructions.
NEW ZEALAND DOLLAR BANK ACCOUNT DETAILS FOR DIRECT DEBIT:
Bank Name_________________________________________
Name of Account: _______________________________________
If you are a Custodian acting on behalf of one or more beneficial owners you must complete this section.
Please state the number of beneficial owners for whom you act as a Custodian
Please either state the full name(s) of the beneficial owner(s) for whom you act in submitting this Application Form or attach a schedule
of full names of the beneficial owners for whom you act in submitting this Application Form including each beneficial owner’s dollar amount
of Shares applied for.
Please state the total dollar amount of shares that you are applying for on behalf of
beneficial owners under this holding.
$
EXECUTION
________________________________ _________________________________ ____________________________________
Holder/Director/Authorised Person Holder/Director/Authorised Person Director/Authorised Person
________________________________ _________________________________ _____________________________________
Contact Name Mobile or Daytime telephone number Date
By accepting this offer and applying for Shares, you are providing the certification set out on the reverse side of this form,
under the heading “Certification”. Read that section carefully.
CSN/Holder Number: <CSN/HRN>
<BARCODE>
Shareholding as at 5pm 5 September 2018:
<HOLDING>
<REGLINE1>
<REGLINE2>
<REGLINE3>
<REGLINE4>
<REGLINE5>
<REGLINE6>
INSTRUCTIONS
How to complete this application form: Read carefully the
terms and conditions of the ikeGPS Share Purchase Plan (SPP)
and the information provided with this application form. If you
do not understand the terms and conditions or if you have any
doubts about what to do, please consult your financial adviser.
1. HOW TO APPLY
• Decide the value of Shares you wish to apply to
purchase. Tick the box corresponding to the parcel you
wish to apply for.
• Do not apply for an amount less than NZ$1,000 or in
amounts other than $1,000, $2,500, $5,000, $7,500,
$10,000, $12,500 and $15,000.
• Do not apply for more than NZ$15,000 worth of Shares.
• Make one application only, whether personally or
through a Custodian. You cannot apply through both.
• You must pay in New Zealand dollars.
• If paying by cheque, make your cheque payable to
“ikeGPS Group Limited”. The date of the cheque should
be the date you fill it in. Cross the cheque “Not
Transferrable”. Do not post-date the cheque. Do not
forget to sign the cheque. Cheques must be drawn on a
New Zealand bank account.
• The cheque must be for the same amount as the box
you have completed in part 1 of the form.
• If you provide a nominated bank account to make
payment by direct debit, you authorise the Registrar to
initiate a direct debit for the total amount payable, on the
day the Acceptance Form is received by the Registrar.
The bank account must be with a New Zealand
registered bank. You cannot specify a direct debit date
and you must ensure that:
a) a New Zealand bank account is supplied and is a
transactional account eligible for direct debit
transactions;
b) the bank account details supplied are correct;
c) sufficient funds in the bank account for direct debit
are available on the day the Share Registrar
receives the Application Form;
d) the person(s) giving the direct debit instruction
has/have the authority to operate the account
solely/jointly.
If you are uncertain, you should contact your bank or
financial institution. Should your direct debit fail, your
application will be rejected. The Share Registrar will not
be able to process your direct debit if you do not sign
and date the Application Form. If requested, the Share
Registrar will provide you with a direct debit authority
form.
• If ikeGPS receives applications in excess of NZ$1.25
million, it may scale acceptances which may result in
you receiving a refund as described in the SPP.
• By supplying your mobile number you consent that the
Share Registrar can notify you by TXT message (post
allotment for New Zealand investors only) of any
changes in your holding balance, or if your bank account
details or address on register change, or if a new /
replacement FIN has been requested. This feature
provides additional security to you as an investor.
2. CERTIFICATION
I/We irrevocably apply for the Shares indicated in this form (or
such lesser number of Shares as may be allocated to me/us) on
the terms and conditions set out in this form and the terms and
conditions of the SPP, and agree that:
• By applying for Shares, I/we acknowledge that this form
was distributed with the SPP information containing the
terms and conditions of the SPP dated 6 September 2018
and confirm that I/we have read this form and the SPP
information in their entirety.
• If l am/we are not a Custodian, I/we certify that:
a) my registered address is in New Zealand and I am not
a U.S. person or acting on behalf of a U.S. person
(within the meaning of the U.S. Securities Act 1933);
b) this is the only application for Shares under the SPP
submitted by me/us; and
c) no application for Shares under the SPP is being
submitted by a Custodian on my/our behalf.
• If l am/we are completing this form as a Custodian, I/we
certify that:
a) I/we hold Shares directly or indirectly as a Custodian
for beneficial owners;
b) the number of beneficial owners for which l am/we are
holding those Shares as Custodian is set out on the
front of this form;
c) the beneficial owner on whose behalf l am/we are
submitting this form is named on the front of this form
and is resident in New Zealand, and that beneficial
owner (or the beneficial owner’s agent) has instructed
me/us to apply for, and accept, under the SPP the
number of Shares set out on the front of this form;
d) I/we undertake not to accept on behalf of any of those
beneficial owners for whom I/we act directly or
indirectly as Custodian in any 12 month period Shares
under the SPP and/or any other arrangement the total
issue price of which is more than NZ$15,000; and
e) the beneficial owner on whose behalf l am/we are
submitting this form is not making an application as an
Eligible Shareholder for Shares under the SPP, and no
other Custodian is submitting an application under the
SPP for that beneficial owner.
3. EXECUTION
You should sign this Application Form where indicated. If a
company is signing, it must be signed on behalf of the company
by a person(s) duly authorised for that purpose. If this
Application Form is signed under a power of attorney, the
attorney certifies that they have been duly authorised by the
shareholder (the Donor) and, at the date of this application form,
the attorney has not received any notice of the revocation of that
appointment by the Donor or otherwise.
4. CONTACT DETAILS
Please complete in your contact name and number, as we may
need to contact you, for example, if you have not filled in this
application form correctly.
5. LODGEMENT INSTRUCTIONS
Post or hand deliver this application form and arrange payment
so that it is received by the Registrar, Link Market Services,
before 5.00pm on 24 September 2018 (unless extended). You
should allow sufficient time for delivery by the postal service.
Application forms and cheques received after the closing date
may not be processed regardless of when they are postmarked.
We have included a reply paid envelope for your
convenience. You may also use a standard envelope, which
should be posted to:
Link Market Services Limited, PO Box 91976, Auckland 1142,
or delivered to:
Level 11, Deloitte Centre, 80 Queen Street, Auckland 1010
Only applications with payment by direct debit may be scanned
and emailed or faxed to Link Market Services:
Fax: (09) 375 5990
Scan & Email: applications@linkmarketservices.co.nz
(Please use “ikeGPS SPP” as the subject of
the email)
If you have any questions in relation to the completion of this
form then please contact Link Market Services Limited on
(09) 375 5998.
---
This is an important document. You should read the whole document before deciding whether to subscribe for shares.
If you have any doubts as to what you should do, please consult your broker or financial, investment or other
professional advisor.
6 SEPTEMBER 2018
Share Purchase
Plan
ikeGPS Group Limited
1
ikeGPS Group Limited Share Purchase Plan
General information
This document has been prepared by ikeGPS Group
Limited (ikeGPS) in connection with an offer of new
ordinary shares (Shares). The offer is made to Eligible
Shareholders under the exclusion in clause 19 of
Schedule 1 of the Financial Markets Conduct Act 2013.
This document is not a product disclosure statement or
prospectus and does not contain all of the information
which may be required in order to make an informed
investment decision about the offer or ikeGPS.
Additional information is available under continuous
disclosure obligations
ikeGPS is subject to continuous disclosure obligations
under the NZX Main Board Listing Rules. Market releases
by ikeGPS, including its most recent financial statements,
are available at www.nzx.com and at www.asx.com.au
under stock code IKE.
Offering restrictions
No action has been taken to permit a public offering of
the Shares in any jurisdiction outside New Zealand. The
distribution of this document in a jurisdiction outside
New Zealand may be restricted by law and persons who
come into possession of it (including nominees, trustees
or custodians) should seek advice on and observe any
such restrictions.
No person may subscribe for, purchase, offer, sell,
distribute or deliver the Shares, or be in possession of,
or distribute to any other person, any offering material
or any documents in connection with the Shares, in any
jurisdiction other than in compliance with all applicable
laws and regulations. Without limiting the foregoing,
this document may not be sent into or distributed in the
United States.
IMPORTANT INFORMATION
No guarantee
No person named in this document (nor any other
person) guarantees the Shares to be issued pursuant to
the offer or warrants the future performance of ikeGPS
or any return on any investment made pursuant to this
document.
Decision to participate in the offer
The information in this document does not constitute a
recommendation to acquire Shares or financial product
advice. This document has been prepared without
taking into account the investment objectives, financial
or taxation situation or particular needs of any applicant
or investor.
Enquiries
Enquiries about the offer can be directed to an NZX
Primary Market Participant, or your solicitor, accountant
or other professional adviser. If you have any questions
about the number of Shares shown on the Application
Form that accompanies this document, or how to
complete the Application Form, please contact Link
Market Services.
Times and dollars
All references in this document to time are to New
Zealand time. Unless otherwise indicated, all references
to $ are to New Zealand dollars.
Defined terms
Capitalised terms used in this Share Purchase Plan (SPP)
booklet have the specific meaning given to them in the
Glossary at the back of this SPP booklet or in the relevant
section of this SPP booklet.
2
3
ikeGPS Group Limited Share Purchase Plan
ikeGPS Group Limited Share Purchase Plan
CHAIRMAN’S LETTER
6 September 2018
Dear Shareholder
IKEGPS EQUITY RAISING TO SUPPORT GROWTH
On behalf of the directors of ikeGPS I am pleased to offer you the opportunity to participate in our SPP. Eligible
Shareholders have the opportunity to acquire additional shares for $0.52, without incurring brokerage or other transaction
costs.
The SPP is part of ikeGPS’s equity raising initiative announced on 24 August 2018. ikeGPS is raising up to $1.25 million
through this SPP, which is in addition to the $5 million already raised by ikeGPS under the underwritten Placement.
The successful Placement supports the growth plans of ikeGPS and the potential for our solution addressing the
communications and electric utility market in North America. The equity raised under the Placement and SPP will bolster
ikeGPS’ working capital position for a number of potentially significant IKE Analyze contracts that the business is targeting
or in the initial stages of delivering, to support the lumpy sales cycles associated with our core business selling IKE4 systems,
and enable investment into additional sales and support processes to execute on IKE Analyze opportunities. As noted in
the presentation released on 24 August 2018, the new IKE Analyze product has a higher initial working capital requirement
than the historical business model but provides substantially higher potential revenue amounts (and absolute margin) per
customer or project. A stronger balance sheet is also important for some of the large infrastructure business that ikeGPS is
selling to or is targeting, given that ikeGPS hosts their critical infrastructure data and asset records.
As outlined in our latest annual report, FY2018 was a positive period for the company with significant growth and
improvement across key financial metrics. We feel that we have continued this momentum into FY2019, with trading for the
first quarter of FY2019 showing revenue growth of 48% against the prior calendar period. While ikeGPS continues to face
the risks typical of a company seeking to disrupt a conservative market with a new and high-technology offering, the Board
and management team are optimistic about the outlook for ikeGPS as it takes further steps in its pursuit to become the pole
record standard.
SHARE PURCHASE PLAN
The SPP is available to all Eligible Shareholders on equal terms. It gives all Eligible Shareholders the opportunity to invest up
to $15,000 in new Shares with a minimum application of $1,000.
The issue price per share is $0.52 – the same price as shares issued to investors under the Placement.
The SPP is intended to close at 5.00pm on 24 September 2018.
To apply for your new Shares, you should complete and return the enclosed Application Form with accompanying payment
allowing sufficient time for it to be received by 5:00pm, 24 September 2018. The correct way to complete and send your
Application Form and application monies is set out on the Application Form accompanying the SPP booklet.
Further details about the SPP are included in this booklet. While participation in the SPP is optional, if Eligible Shareholders
choose not to take up their entitlement via the SPP their shareholdings will be diluted.
On behalf of the Board, I would like to thank you for your continued support. We look forward to continuing this journey
with you as we pursue the next phase of growth.
Rick Christie
CHAIRMAN
IKEGPS GROUP LIMITED
Equal participation Each Eligible Shareholder, big or small, has the same right to apply for the same dollar
amount of Shares.
Application amount You can apply for a minimum of $1,000 and up to $15,000 of Shares.
Issue price Shares are priced at $0.52 per Share. This is the same price as Shares issued under
the Placement.
When to apply Applications must be received by 5.00pm on the Closing Date (24 September 2018,
unless extended).
How to apply Complete and return your personalised Application Form accompanying this booklet
together with payment, in accordance with the instructions.
Receiving your Shares You will receive your Shares on the Allotment Date (1 October 2018, unless extended).
Date Event
5 September 2018 Record Date The date on which Eligible Shareholders are determined.
6 September 2018 Opening Date The Share Purchase Plan opens.
24 September 2018 Closing Date The Share Purchase Plan closes. Application Forms and
payment must be received by 5.00pm.
1 October 2018 Allotment Date and Shares are allotted. Trading of the Shares is
trading commencement expected to commence on the NZX Main Board
and the ASX.
No later than 8 October 2018 Allotment statements mailed Allotment statements are despatched to
participating shareholders within 5 Business Days of the
Allotment Date.
* Subject to the Listing Rules, ikeGPS reserves the right to alter the key dates.
KEY DETAILS
KEY DATES*
4
5
ikeGPS Group Limited Share Purchase Plan
ikeGPS Group Limited Share Purchase Plan
1 What is the Share Purchase Plan (SPP)?
The SPP allows Eligible Shareholders to purchase
up to $15,000 worth of additional Shares in ikeGPS
without incurring brokerage or other transaction
costs.
All Shares issued under the SPP will be of the same
class as, and rank equally with, all Shares in ikeGPS
currently on issue. It is a term of the SPP that ikeGPS
will take any necessary steps to ensure that the
Shares are, immediately after issue, quoted on the
NZX Main Board.
2 Am I eligible to participate?
You are eligible to participate in the SPP if:
• you were registered as an ikeGPS shareholder at
5:00pm on 5 September 2018 (being the Record
Date); and
• your registered address is in New Zealand,
provided that you do not hold Shares on behalf
of another person who resides outside New
Zealand.
For the avoidance of doubt, no U.S. person or
person acting on behalf of a U.S. person may
participate in the SPP.
If you are a Custodian, or you hold shares through
a Custodian, please read clause 3 of the Terms and
Conditions.
3 How many Shares can I purchase?
If you apply for Shares under the SPP, you will
apply for a dollar amount rather than a number of
Shares. Eligible Shareholders may apply for up to
$15,000 of Shares under the SPP, in amounts of
$1,000, $2,500, $5,000, $7,500, $10,000, $12,500
and $15,000. Applications which are not for one
of these denominations may not be accepted by
ikeGPS.
ikeGPS may need to scale your application back if
the total value of valid applications exceeds $1.25
million (see clause 8 of the Terms and Conditions).
4 What is the Issue Price of the Shares?
The price of the Shares to be issued under the SPP
is $0.52 per Share, being the same price paid by
investors in the Placement.
QUESTIONS AND ANSWERS
5 Are there any conditions to the SPP?
No. However, if the SPP is cancelled for any reason,
all application monies will be returned to applicants
and no Shares will be allotted under the SPP. No
interest will be payable on any monies returned to
applicants.
6 What if I own Shares through a trustee
or custodian or own Shares in more
than one capacity?
If you own Shares through a trustee or custodian,
then, subject to certain certification requirements
and other conditions, you may instruct the trustee
or custodian to purchase Shares on your behalf, up
to the $15,000 limit. If you own Shares through a
trustee or custodian and also own Shares in your
own name, then you may either purchase Shares
yourself or instruct your trustee or custodian to
purchase Shares on your behalf. You may not do
both.
If you receive more than one copy of this SPP
booklet, or if you hold Shares in more than one
capacity (e.g. because you are both a sole and joint
holder of Shares) you may only purchase Shares in
all capacities up to the $15,000 limit. By applying
to purchase Shares under the SPP, you certify and
represent that you have not exceeded that limit.
7 Do I have to participate?
No. Participation in the SPP is entirely voluntary.
There is a risk that your shareholding in ikeGPS may
be diluted if you do not participate in the SPP. If you
do not wish to participate in the SPP, do nothing.
8 Is this offer transferable to another
person?
No. This offer is personal to you and you may not
transfer your right to purchase Shares under the SPP
to anyone else.
9 What are the risks to investing in the
SPP?
The market price of Shares may rise or fall between
the date of this offer and the date when Shares are
allotted to you. As a result, the price to be paid
for the Shares to be issued under the SPP may be
higher or lower than the price at which Shares are
trading on the NZX Main Board at the time the
Shares are issued under the SPP.
There is no certainty that Shares will trade at or
above the Issue Price following the issue of Shares
under the SPP. Therefore, you should seek your
own financial advice in relation to this offer and your
participation under the SPP.
Further information about ikeGPS, including its most
recent financial statements, can be obtained from
ikeGPS’s website: http://ikegps.com/investors/.
You are also recommended to monitor ikeGPS’s
market announcements through the NZX website:
www.nzx.com.
10 What is the current Share price?
The current price of ikeGPS’s shares is quoted
on the NZX website: www.nzx.com and the ASX
website: www.asx.com.au.
11 How do I apply for Shares under the
SPP?
Follow the step-by-step instructions set out on the
enclosed personalised Application Form. Send your
completed Application Form with your payment by
cheque or direct debit as set out in the instructions
on the Application Form.
If the exact amount of money is not tendered,
ikeGPS reserves the rights not to accept all or part
of your payment. In those circumstances, ikeGPS will
return you application and cheque or refund all or
part of your payment (without interest).
Once submitted, you will not be able to
withdraw or revoke your application.
12 How long is the SPP open and when
will I receive my Shares?
The SPP opens on 6 September 2018 and is
expected to close at 5.00pm on 24 September
2018, unless extended. If you want to participate
you should ensure your Application Form and
payment (by cheque or direct debit) is received by
5.00pm on the Closing Date.
Please allow adequate time for mail deliveries.
Applications received after this time may not be
accepted.
You will receive Shares issued to you under the SPP
on the Allotment Date, which is currently expected
to be 1 October 2018. A statement confirming the
number of Shares issued to you under the SPP will
be sent to you no later than 5 Business Days after
the Allotment Date.
ikeGPS may, subject to the Listing Rules and
applicable laws, extend the Closing Date and the
Allotment Date.
13 How many Shares will I receive?
Subject to scaling, you will receive the number of
Shares equal to the dollar amount of Shares you
have applied for divided by the Issue Price. If, once
divided by the Issue Price, the dollar amount of
Shares you have applied for does not equal a whole
number of Shares, the number of Shares allotted to
you will be rounded up to the nearest Share.
If ikeGPS receives applications for Shares in excess
of $1.25 million, it will scale back the number of
Shares to be allotted to each applicant under
the SPP in proportion to the shareholder of each
applicant at 5.00 pm on the Record Date (see clause
8 of the Terms and Conditions).
14 Will the Shares be quoted?
The Shares will be quoted on the NZX Main Board
and the ASX. The NZX Main Board is a licensed
market operated by NZX Limited, which is a
licensed market operator regulated under the
Financial Markets Conduct Act 2013. However, NZX
and ASX accept no responsibility for any statement
in this SPP booklet.
It is expected that you will be able to commence
trading the Shares allotted to you under the SPP on
the NZX Main Board and the ASX on the Allotment
Date.
15 Why is there a maximum application
amount of $15,000?
The offer under the SPP needs to comply with the
conditions imposed by Listing Rule 7.3.4(c) which
caps the maximum application amount of each
Eligible Shareholder at $15,000.
6
7
ikeGPS Group Limited Share Purchase Plan
ikeGPS Group Limited Share Purchase Plan
16 Why are shareholders outside New
Zealand not eligible to participate in
the SPP?
Shareholders outside of New Zealand are not
eligible to participate in the SPP because of legal
limitations in countries outside of New Zealand,
the relatively small number of shareholders in
other jurisdictions and the potential cost to ikeGPS
of complying with the regulatory requirements
in countries outside of New Zealand. ikeGPS has
determined, pursuant to the Listing Rules, that it
would be unduly onerous to extend the offer of
Shares under the SPP to shareholder outside of
New Zealand.
17 If I choose not to participate will my
shareholding be diluted?
Participation in the SPP is optional, but if Eligible
Shareholders choose not to participate in the SPP
their shareholdings will be diluted.
18 What is ikeGPS’s dividend policy?
As part of ikeGPS’s growth plans, dividends are
not currently paid. The Board did not declare any
dividends in respect of the period ending 31 March
2018 and does not expect to declare any dividends
during the period ending 31 March 2019.
19 Further assistance
If you have any further questions, please contact
your broker or financial, investment or other
professional advisor before making your investment
decision.
1 Eligible Shareholders
1.1 You may participate in the SPP if you are an
Eligible Shareholder.
1.2 Joint holders of Shares are taken to be a single
registered holder of Shares for the purposes
of determining whether they are an Eligible
Shareholder and the certification on the
Application Form is taken to have been given
by all of them.
1.3 If you are an Eligible Shareholder, your rights
under this offer are personal to you and non-
renounceable, so you may not transfer them.
2 Issue Price and Number of Shares
2.1 The price of the Shares to be issued under the
SPP is $0.52 per Share (being the price paid by
investors in the Placement). Purchases of part
shares will be rounded up to the nearest share.
2.2 Subject to clause 3.2, if you are an Eligible
Shareholder you may apply to purchase
$1,000 (1,923 Shares) $2,500 (4,808 Shares),
$5,000 (9,615 Shares), $7,500 (14,423 Shares),
$10,000 (19,231 Shares), $12,500 (24,038
Shares) or $15,000 (28,846 Shares) under the
SPP by selecting the desired amount on the
Application Form. Applications which are not
for one of these denominations may not be
accepted by ikeGPS or may be treated as an
application for next lowest valid denomination.
2.3 Eligible Shareholders may only apply for a
maximum of $15,000 under the SPP and may
only make one application. This applies to all
Eligible Shareholders, including those who
receive more than one offer under the SPP (for
example, because they hold Shares in more
than one capacity) and whether the Eligible
Shareholder is applying through a Custodian
or on his or her own behalf. Any application
in excess of $15,000 will be deemed to be
an application for $15,000 in which case
the excess amount will be refunded without
interest.
3 Custodians
3.1 Any Eligible Shareholder that:
(a) is a trustee corporation or a nominee
company and holds Shares in ikeGPS by
reason only of acting for another person
in the ordinary course of business of that
trustee corporation or nominee company;
or
(b) holds Shares in ikeGPS by reason only of
being a bare trustee of a trust to which the
Shares are subject,
is a custodian (Custodian) under the SPP.
3.2 Custodians may apply to purchase Shares
for greater than $15,000 under this SPP but
only up to the total value of Shares applied
for on behalf of each beneficial owner in New
Zealand for whom the Custodian acts as a
Custodian. Custodians must confirm to ikeGPS
that they are holding Shares as a Custodian
for that beneficial owner by providing the
written certification to ikeGPS described in
clause 3.3 below. Each beneficial owner may
only direct the Custodian to apply on behalf
of that beneficial owner for one of the parcels
described in clause 2.2.
3.3 If a Custodian applies to purchase Shares on
behalf of one or more beneficial owners, the
Custodian must certify to ikeGPS in writing by
validly completing the Application Form:
(a) that the Custodian holds Shares directly
or indirectly as a Custodian for beneficial
owners;
(b) the number of those beneficial owners;
(c) in respect of each of the beneficial owners,
how many Shares the beneficial owner or
the beneficial owner’s agent has instructed
the Custodian to accept on behalf of that
beneficial owner; and
(d) that the Custodian undertakes not to
accept on behalf of any of those beneficial
owners for which it acts directly or
indirectly as Custodian Shares the total
issue price of which is more than $15,000.
TERMS AND CONDITIONS
8
9
ikeGPS Group Limited Share Purchase Plan
ikeGPS Group Limited Share Purchase Plan
4 Completing the Application Form and
paying for Shares
If you wish to participate in the SPP, you must
complete the Application Form and provide a
cheque, or pay by direct debit, for the parcel of
Shares you have selected in accordance with the
instructions on the Application Form. Cheques
must be drawn on a New Zealand bank account.
5 ikeGPS’s discretion to accept or reject
applications
5.1 ikeGPS has complete discretion to accept or
reject your application to purchase Shares
under the SPP, including (without limitation) if:
(a) your Application Form is incorrectly
completed, incomplete or otherwise
determined by ikeGPS to be invalid;
(b) your cheque is dishonoured or has not
been completed correctly;
(c) you enclosed a cheque with your
Application Form that is not made out in
New Zealand dollars for the exact amount
of the parcel that you have selected on the
Application Form;
(d) your direct debit credit payment is not
cleared, is reversed or is not for the exact
amount of the parcel value that you have
selected in the Application Form;
(e) it appears that you are applying to buy
more than $15,000 (in aggregate) of
Shares under the SPP (except if you are a
Custodian applying on behalf of more than
one beneficial owner in accordance with
clause 3.2);
(f) your Application Form is received after
the Closing Date. While ikeGPS has
discretion to accept late Application Forms
and cheques, there is no assurance that
it will do so. Late Application Forms and
cheques, if not processed, will be returned
to you at your registered address within
5 Business Days of the Allotment Date
or within 5 Business Days of the date of
receipt in respect of any late applications
received after the Allotment Date;
(g) ikeGPS believes that you are not an Eligible
Shareholder or Custodian; or
(h) ikeGPS considers that your application
does not otherwise comply with these
Terms and Conditions.
5.2 No interest will be paid on any application
monies returned to you. Any refunds for
whatever reason will be paid to you either by
direct credit to your bank account (if those
details are held by the Share Registrar) or by
cheque mailed within 5 Business Days of the
Allotment Date.
6 Significance of sending in an
application
6.1 If you apply to purchase Shares under the SPP
by completing and returning the Application
Form:
(a) your application, on these Terms and
Conditions, will be irrevocable and
unconditional (i.e. it cannot be withdrawn);
(b) you certify to ikeGPS that you are an
Eligible Shareholder entitled to apply for
Shares under these Terms and Conditions;
(c) ikeGPS may amend, vary, suspend,
withdraw or terminate the SPP in
accordance with clause 1010;
(d) you certify that your acceptance of the SPP
will not be, or cause, a breach of any law in
any jurisdiction;
(e) you certify to ikeGPS that you are not
applying for Shares under the SPP with an
aggregate application amount in excess of
$15,000 (including any application made
through a Custodian) even though you may
have received more than one offer under
the SPP or received offers in more than one
capacity under the SPP;
(f) you authorise ikeGPS (and its officers or
agents) to correct any error in, or omission
from, your Application Form and to
complete the Application Form by the
insertion of any missing details;
(g) you acknowledge that ikeGPS may at
any time irrevocably determine that your
Application Form is valid, in accordance
with these Terms and Conditions, even
if the Application Form is incomplete,
contains errors or is otherwise defective;
(h) you accept the risk associated with any
refund that may be despatched to you by
cheque to your address shown on ikeGPS’s
share register;
(i) you agree to indemnify ikeGPS for, and to
pay to ikeGPS within 5 Business Days of
demand, any dishonour fees or other costs
ikeGPS may incur in presenting a cheque
for payment which is dishonoured;
(j) you acknowledge that none of ikeGPS, its
advisors or agents has provided you with
investment advice or financial product
advice, and that none of them has an
obligation to provide advice concerning
your decision to apply for and purchase
Shares under the SPP;
(k) you acknowledge the risk that the market
price for the shares may change between
the date of this offer and the Allotment
Date. A change in market price during this
period may affect the value of the Shares
you received under the SPP;
(l) you irrevocably and unconditionally agree
to these Terms and Conditions.
6.2 If a Custodian applies to purchase Shares
under the SPP for a beneficial owner pursuant
to clause 3.2, the certification referred to in
clause 6.1(e) will be taken to be given by
the beneficial owner on whose behalf the
Custodian is applying to purchase Shares.
7 Issue Price
You agree to pay the Issue Price per Share up to the
maximum amount you have selected on the Application
Form.
8 Scaling
8.1 If ikeGPS receives applications in excess of
$1.25 million, it will scale back all applications
on a proportionate basis having regard to the
size of existing shareholdings at the Record
Date, and the number of Shares you receive
will be determined by dividing the dollar
amount of the Shares you have applied for (as
scaled back) by the Issue Price. If this produces
a fractional number, the number of Shares
you will be allotted will be rounded up to the
nearest whole number of Shares.
8.2 If your application is scaled, your application
monies will be greater than the value of the
Shares you will be allotted. The difference will
be refunded to you either by direct credit to
your bank account (if those details are held by
the Share Registrar) or by cheque mailed within
5 Business Days of the Allotment Date. No
interest will be paid on any application monies
returned to you.
9 The Shares
9.1 Shares issued under the SPP will rank equally
with, and have the same voting rights, dividend
rights and other entitlements as, existing fully
paid Shares in ikeGPS quoted on the NZX Main
Board and the ASX.
9.2 The Shares have been accepted for quotation
on the NZX Main Board, which is a licensed
market operated by NZX Limited, which is a
licensed market operator regulated under the
Financial Markets Conduct Act 2013. However,
NZX accepts no responsibility for any statement
in this SPP booklet.
9.3 You cannot trade in any Shares issued to you
pursuant to the SPP, either as principal or
agent, until quotation on the NZX Main Board
in accordance with the Listing Rules. ikeGPS
expects that the Shares will commence trading
on the NZX Main Board and the ASX on the
Allotment Date.
10
11
ikeGPS Group Limited Share Purchase Plan
ikeGPS Group Limited Share Purchase Plan
10 Amendments to the SPP and waiver of
compliance
10.1 Notwithstanding any other term or condition
of the SPP and/or the Application Form,
ikeGPS may, at its discretion:
(a) make non-material modifications to the
SPP on such terms and conditions it
thinks fit (in which event applications for
Shares under the SPP will remain binding
on the applicant notwithstanding such
modification and irrespective of whether
an Application Form was received by
the Share Registrar before or after such
modification is made); and/or
(b) suspend or terminate the SPP at any time
prior to the issue of the Shares under the
SPP (including by reviewing the timetable
for the SPP). If the SPP is terminated,
application monies will be refunded
to applicants without interest within 5
Business Days of termination.
10.2 ikeGPS reserves the right to waive compliance
with any provision of these Terms and
Conditions.
10.3 ikeGPS will notify NZX of any waiver,
amendment, variation, suspension, withdrawal
or termination of the SPP.
Allotment Date 1 October 2018, unless extended.
Application Form The personalised application form relating to the SPP that you received with this SPP
booklet, including the instructions on the reverse of the form.
ASX ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian
Securities Exchange operated by ASX Limited.
Business Day A business day as defined in the Listing Rules.
Closing Date 24 September 2018, unless extended.
Custodian See clause 3.1 of the Terms and Conditions for the definition of “Custodian”.
Eligible Shareholder A person who, at 5.00pm on the Record Date, was recorded in ikeGPS’s share register as
being a registered holder of Shares and having an address in New Zealand recorded in
the share register.
ikeGPS ikeGPS Group Limited.
Issue Price $0.52 per Share.
Listing Rules The NZX Main Board Listing Rules in force from time to time.
Maximum Amount The maximum amount of Shares an Eligible Shareholder may apply for under the SPP,
being $15,000 worth of Shares.
NZX NZX Limited.
NZX Main Board The main board equity security market operated by NZX.
Opening Date 6 September 2018.
Placement The $5 million placement of Shares in ikeGPS to existing and new investors announced on
24 August 2018 and completed on 29 August 2018.
Record Date 5 September 2018.
Share An ordinary share of ikeGPS.
Share Registrar Link Market Services Limited.
SPP The share purchase plan detailed in this SPP booklet.
Terms and Conditions The terms and conditions of the SPP detailed in this booklet.
11 Governing Law
These Terms and Conditions shall be governed by
and construed in accordance with the laws of New
Zealand.
12 Dispute Resolution
If any dispute arises in connection with the SPP,
ikeGPS may settle it in any manner it thinks fit. It
may do so generally or in relation to any particular
shareholder, applicant, application or Share.
ikeGPS’s decision will be final and binding.
13 Inconsistency
Unless otherwise determined by the directors of
ikeGPS, in the event of any inconsistency between
the Terms and Conditions of the SPP and:
(a) the accompanying letter from the
Chairman of ikeGPS and Questions and
Answers, the Terms and Conditions take
precedence; and
(b) ikeGPS’s constitution, ikeGPS’s constitution
shall prevail.
GLOSSARY
ikeGPS Group Limited Share Purchase Plan
12
DIRECTORY
ISSUER
ikeGPS Group Limited
Level One, 42 Adelaide Rd,
Mount Cook,
Wellington 6021
Telephone: +64 4 382 8064
http://ikegps.com/
LEGAL ADVISORS
Chapman Tripp
10 Customhouse Quay
PO Box 993
Wellington 6140
Telephone: +64 4 499 5999
SHARE REGISTRAR
Link Market Services Limited
PO Box 91976
Auckland 1142
Telephone +64 9 375 5998
enquiries@linkmarketservices.co.nz
http://www.linkmarketservices.co.nz/
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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