ikeGPS Group Limited logo

ikeGPS GROUP LIMITED – ANNOUNCES SHARE PURCHASE PLAN

Capital Raise5 September 2018IKEMaterials

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
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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

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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
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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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