Acquisition and Equity Capital Raising

IKE
Acquisition and capital raise
CEO Presentation; Glenn Milnes
27 September 2019

Disclaimer
This presentation has been prepared by ikeGPS Group Limited (NZ company number 1292732, NZX:IKE, ASX:IKE) (the “Company”).
This presentation has been prepared in relation to the offer of fully paid ordinary shares in the Company (New Shares) by wayofa:
-placement to selected investors (“Placement”); and
-offer under a share purchase plan to the Company’s existing shareholders with an address in New Zealand and who the Company otherwise considers eligible to participate (“Retail Offer”),
under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 and ASIC Instrument 16-1121 (the Placement and Retail Offer, together, the “Offer”).
Information; This presentation contains summary information about the Company and its activities which is current as at the dateof this presentation. The information in this presentation is of a general
nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in the Company or that would be required in a
product disclosure statement under the Financial Markets Conduct Act 2013. The historical information in this presentation is, or is based upon, information that has been released to NZX Limited (“NZX”) and
ASX Limited. This presentation should be read in conjunction with the Company’s Annual Report, market releases and other periodic and continuous disclosure announcements, which are available at
www.nzx.com, www.asx.com.au or www.ikegps.com.
Quotation; The New Shares will be quoted on the NZX Main Board and on the Australian Securities Exchange (“ASX”) upon completionof allotment procedures. The NZX Main Board is a licensed market under
the FMCA. The ASX is a licensed market under the Corporations Act 2001 (Cth). Neither NZX nor ASX Limited accepts any responsibility for any statement in this presentation.
Not financial product advice; This presentation is for information purposes only and is not financial or investment advice ora recommendation to acquire the Company’s securities, and has been prepared
without taking into account the objectives, financial situation or needs of prospective investors. Before making an investment decision, prospective investors should consider the appropriateness of the
information having regard to their own objectives, financial situation and needs and consult an NZX Participant, or solicitor, accountant or other professional adviser if necessary.
Past performance; Any past performance information given in this presentation is given for illustrative purposes only and shouldnot be relied upon as (and is not) an indication of future performance. No
representations or warranties are made as to the accuracy or completeness of such information.
Future performance; This presentation includes certain “forward-looking statements” about the Company and the environment in which the Company operates, such as indications of, and guidance on, future
earnings and financial position and performance. Forward-looking information is inherently uncertain and subject to contingencies outside of the Company’s control, and no assurance can be given that actual
outcomes or performance will not materially differ from the forward-looking statements.
Disclaimer; The Company does not guarantee the repayment of capital or the performance referred to in this presentation. To themaximum extent permitted by law, the Company, its affiliates (including
Forsyth Barr Limited and Forsyth Barr Group Limited) and their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents will not be liable (whether in tort (including
negligence) or otherwise) to you or any other person in relation to this presentation.
Currency; All currency amounts in this presentation are in NZ dollars unless stated otherwise.
Notice
2

Summary
Summary.
Financial performance momentum.*
Transition over past 12 months to >70% of revenue from ongoing transaction or subscription sources.
Forecast approximately EBITDA breakeven Q2 FY20 (for the period ending September 2019), noting that both May and June 2019 were also EBITDA positive.
Forecast Total Cash & Receivables breakeven 1H FY20.
Record revenue and record gross margin 1H FY20.
Three large markets being addressed specific to Communications and Electric Utilities in North America. Optimal market timing in two of these. *
Multiple customer proof points.*
Eight of largest 15 Communications & Cable companies in the U.S as customers or in pilots. All West Coast investor-owned utilities.
Account acceleration opportunities.
Operating momentum.*
Sales Pipeline. Brand. Customer Experience. Process efficiency.
The right people.*
Leadership and pole expertise to lead the marketplace.
Acquisition & capital raise
Acquiring selected assets of PowerLineTechnology Inc, whose PoleForemanproduct is one of the three leading structural analysis software companies used
in North America with >100 embedded customers.
A strategically important extension of the IKE Analyze platform. An IKE partner for >3 years.
Profitable.
Opportunity to lever its technology, position in the market and customer base for further growth.
Purchase price of US$3.4m, including an earnout of US$0.9m.
Capital raising of up to $6.5m by way of a placement and retail share offer.
* Investors can reference the recently released AGM presentation for further information.
3

Financial performance & momentum
4
Positive shift in revenue composition.
Takeaways:
IKE’s total revenue mix has shifted materially over the past 12 months.
Greater than 70% of revenue is expected from transaction & recurring
sources in FY20 (shown by the blue bar).
This is an important transition in terms of increasing revenue quality
and predictability to underpin growth.
Noting that 2H FY19 represented the launch of IKE Analyze, which
delivers a lower upfront revenue component but a higher long-term
revenue profile per customer.
Record total revenue achieved 1H FY20.
The expansion of the IKE Analyze product is driving revenue and gross margin growth.
Forecast for record revenue from the Communications & Utility segment of
approximately $4.5m in 1H FY20, continuing the positive performance trend of the past
24+ months.
High customer retention rates exceeding 90% have supported subscription revenue
growth.
The above factors have translated to gross margin percentage growth from 51% in FY18
to forecast for greater than 70% 1H FY20F.
Takeaways:

Financial performance & momentum
5
Accessing larger account opportunities.
Momentum across all financial metrics.
Takeaways:
IKE is accessing increasingly large and long-term account opportunities via IKE
Analyze.
A typical IKE Analyze account delivers transaction & subscription revenue on an
ongoing basis.
IKE’s sales run rate over the previous 12 months has been adding
approximately five Engineering Service Providers and approximately one
Communications Infrastructure Owner per quarter.
* Results for each account will differ. Trend lines are extrapolated from historical
data and are not presented as forecasts or estimates of future performance.
The positive momentum of the past 24 months has continued through 1H FY20
with respect to revenue, gross profit, and EBITDA growth.
Forecast for approximately EBITDA breakeven Q2 FY20 (for the period ending
September 2019), noting that both May and June 2019 were also EBITDA positive.
Forecast for Total Cash & Receivables to be approximately equal to the level 31
March 2019.
Forecast for record total revenue of approximately $5m in 1H FY20.
* Trend lines are extrapolated from historical data and are not presented as forecasts or
estimates of future performance”
Takeaways:

Achieving dramatic productivity gains and improvements in quality & safety for customers.
IKE Analyze drivers
6
IKE Analyze value drivers

PowerLineTechnology Inc. (PLT) overview
7
PLT delivers software for the structural analysis of utility poles. It has been integrated with
IKE products for more than three years.
Why Pole Loading Analysis
software is important
Pole Loading Analysis software provides
structural integrity of poles.
Pole loading analysis is a growing
market requirement, underpinned by
increasing communications
infrastructure roll outs, joint use for
existing pole assets, network hardening
initiatives and increased regulatory
oversight.
This is a strategic output/use from IKE’s
technology. IKE integrates with all major
Pole loading software providers
Why PLT
PLT’s flagship product, Pole Foreman, is one of
the three industry-accepted pole loading
analysis software solutions in North America.
Greater than 100 PLT customers, including;
>20 investor owned utilities
>20 electric cooperatives
>10 electric municipalities
>30 consulting / engineering services
companies
Relationships with some customers exceed 10
years.
Addressable market
All pole related groups across North America
(as with IKE)
>3,200 electric utilities
>1,000 engineering service providers
>200 Communications Infrastructure
Providers.
Estimated that 50% of electric utilities in
North America are yet to standardize on their
pole loading analysis software.
In 3-5 years time, the potential opportunity to
extend internationally beyond North America.
PowerLine
Technology Overview

How PowerLine Technology fits within IKE Analyze
Basic pole
assessment
Make Ready
Adjustments
Annual Subscription
＋IKE Device
＋IKE Field s/w
＋IKE Integration Suite
＋Software updates & maintenance
＋Technical Support
＋Hot Swap*
＋Training*
＋Joint Use Coordinator Support
* = Customer Paid Shipping
Per Pole Transaction Pricing
Pole Loading Analysis
(IKE Digital Record)
Deliverables
Field Tools & Software
Cloud Pole Analysis Platform
＋IKE Report (pdf)
＋PLA Report
＋MRA Improvements
＋Pass/Fail Maps
＋IKE Office Cloud Database
＋IKE Photo Records
＋Permitting
IKE Analyze Deliverables
Value Drivers for potential acquisition
8
IKE Analyze is set out below, showing how PLT extends IKE’s capability, revenue model and access to customers.

PLT enhances IKE’s go-to-market proposition
PLT adds an important vertical extension to the ‘analysis’ element of
the IKE Analyzesolution.
Ownership of PoleForemanprotects a key part of the end-to-end IKE
Analyze workflow.
Refining PLT’s software delivery platform over time to a Cloud/SaaS
model will enhance the quality of IKE’s revenue base.
Acquisition Rationale
Rationale
9
Opportunity to lever PLT’s client base
PLT is the structural analysis platform used by more than 100 Electric
Utilities, Communications groups and their engineering service
providers. IKE has the opportunity to directly upsell IKE Analyzeto
many of these customers.
PLT has been a founder-led business with engineering roots. There is
an opportunity to lever IKE’s sales, account management and brand
capabilities to grow the value of PLT products in the market.
Strategic
Growth/Financial
Cashflow positive acquisition
Expected FY20 pro forma annualised contribution from PLT of
approximately US$0.3m NPAT.
The acquisition is expected to be cashflow positive from day one.
Together, PLT & IKE provide industry thought-leadership
and technical-leadership
PLT enhances IKE’s in-house technical capability specific to the
structural integrity of a pole and a network, adding another layer of
expertise to allow IKE to further pursue its goal to set the industry
“pole standard”.

10
Acquisition terms
Acquisition Terms
Purchase price of up to US$3.4m including a US$0.9m earnout.
Based on calendar 2019 revenue of US$0.8m and NPAT of US$0.3m
Consideration of US$2.5m to be paid by way of 70% cash and 30% scrip on
closing, and up to US$0.9m in earn out payments by way of 70% cash and 30%
scrip. All scrip consideration to be issued at the same price as the placement.
Issue of earn out cash and shares over a three-year period of US$0.3m per year,
subject to key employee / the founder remaining employed at IKE.

Capital raise overview
11
IKE has today completed a $5 million placement (the “Placement”), underwritten
by Forsyth Barr Group Limited and announced a Retail Offer of up to $1.5
million.
Proceeds of the capital raise will be used in part to fund the acquisition of
selected assets of PowerLineTechnology and for general corporate purposes.
The Placement price has been set at $0.60 per share, equating to an 6%
discount to the last traded price on 26 September.
Approximately 8.3 million shares to be issued under the Placement representing
approximately 9% of current shares on issue.
IKE intends to undertake an offer of ordinary shares to existing shareholders via
a Retail Offer of up to $1.0 million with the option to accept oversubscriptions
of up to $0.5 million.
New shares will rank equally in all aspects with IKE’s existing ordinary shares
from allotment.

12
Timetable
Placement
Placement announced 27 September 2019
Settlement and allotment of Placement2 October 2019
Retail offer
Record date26 September 2019
Expected release of offer documents and application form1 October 2019
Retail Offer opens1 October 2019
Retail Offer closes17 October 2019
Retail Offer allotment23 October 2019
This timetable is indicative only and subject to change

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Corporate Action Notice


Page 1 of 1
Issuer information
Name of issuer ikeGPS Group Limited
Class of Financial Product Ordinary shares
NZX ticker code IKE
ISIN (If unknown, check on NZX
website)
NZIKEE0001S9
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
✓
Renounceable
Rights issue

Capital
reconstruction
Non
Renounceable
Rights issue

Call Bonus issue
Record date Close of trading on: 7.00pm on 26 September 2019
Ex-Date (one business day before the
Record Date)
Not applicable
Currency NZD
Share purchase plans
Number of financial products to be
issued
OR
Maximum dollar amount of Financial
Products to be issued
IKE is accepting applications for up to $1,000,000 of
new ordinary shares in aggregate, plus up to
$500,000 of new shares in oversubscriptions at its
discretion.
Minimum application amount (if any) N/A
Exercise Price $0.60
Scaling reference date Any scaling will be applied by reference to the
holdings of shareholders immediately prior to the
placement conducted on 27 September 2019
(“Placement”) and the level of participation by
shareholders in the Placement.
Closing Date 17/10/2019
Allotment Date 23/10/2019
Authority for this announcement
Name of person authorised to make this
announcement
Chris Birkett, CFO
Contact person for this announcement Chris Birkett
Contact phone number 021 442 127
Contact email address chris.birkett@ikegps.com
Date of release through MAP 27/09/2019

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100381887/4078695.1

1 ikeGPS Group Limited (ikeGPS) intends to undertake an offer of new ordinary
shares in ikeGPS by way of:
(a) a fully underwritten placement to selected investors to raise approximately $5
million (Placement); and
(b) a retail share offer to ikeGPS’s existing shareholders with an address in New
Zealand to raise up to $1 million (plus up to $0.5 million in oversubscriptions
at its discretion) (Share Offer).
2 The Placement and the Share Offer (together, the Offer) are offers of new fully paid
ordinary shares of the same class as already quoted on the NZX Main Board of NZX
Limited and the Australian Securities Exchange operated by ASX Limited
3 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 Offer 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” (as defined in clause 20(5) of Schedule 8 to
the FMC Regulations).
(c) As at the date of this notice, ikeGPS is in compliance with its financial
reporting obligations.

27 September 2019

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

100381887/4078695.1
(d) The Offer is not expected to have any material effect or consequence on the
control of ikeGPS.
(e) ikeGPS will issue the relevant securities under the Offer 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.
(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

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New Zealand, 27 September 2019 – ikeGPS Group Limited (NZX: IKE) (ASX: IKE) today announces that
it has entered into an agreement to acquire certain assets of PowerLine Technology Inc. (“PLT”) for
US$3.4m (NZ$5.4m) (“Acquisition”). The Acquisition is being funded through the issuance of IKE shares
to PLT combined with cash payments. A $6.5m equity raising has consisted of an underwritten share
placement and a retail share offer, to settle the cash component of the Acquisition.


27 September 2019

BY EMAIL: regulation@nzx.com

NZX Limited
Issuer Regulation
Level 1, NZX Centre
11 Cable Street
WELLINGTON



IKEGPS GROUP LIMITED – ACQUISITION AND EQUITY CAPITAL RAISING
Highlights
• IKE has entered into an agreement to acquire certain assets of PowerLine Technology Inc.
(“PLT”) for US$3.4m (NZ$5.4m).
• PLT’s flagship product, PoleForeman, is a leading pole loading analysis software solution used
in the North American market.
• This is a strategically important extension of the IKE Analyse platform. PLT has been an IKE
partner for >three years.
• This acquisition provides opportunities for IKE to lever PLT’s technology, position in the market
and its customer base for further growth.
• The acquisition is profitable and is expected to be immediately cash flow accretive.
• This builds on IKE’s 1H FY20 performance update (expected 1H FY20 record revenue and
EBITDA breakeven Q2 FY20) and the transition in revenue mix from one off sales towards
transaction and recurring sources.
• The acquisition will in part be funded by way of a $5m underwritten placement and a retail
offer to IKE’s New Zealand resident shareholders of up to $1.5m.

100332580/3618895
PowerLine Technology Inc.
United States-based PLT is a developer of engineering software for the electric utility sector. PLT’s
flagship product, PoleForeman, is a leading pole loading analysis software solution adopted by more
than 100 North American-based customers across the electric utility, communications and engineering
industries.
PLT has been an IKE partner for several years and this Acquisition represents a strategic extension to
the IKE Analyze platform. The combination of these two products is expected to enhance IKE’s go-to-
market proposition and provide an opportunity to cross-sell IKE products to a wider customer base.
PLT’s software business is profitable (calendar 2019 revenue of approximately US$0.8m and NPAT of
approximately US$0.3m) and is expected to be cash flow accretive upon completion of the Acquisition.
The Acquisition price of US$3.4m includes an US$0.9m earn out component and will be paid as 70%
cash and 30% scrip across all components. The initial consideration comprises US$1.75m of cash and
US$0.75m of IKE shares issued at $0.60 per share in equal tranches over a three year period. The earn
out will be paid annually over a three year period subject to the founder remaining employed at IKE,
and IKE shares issued under the earn out will also be issued at $0.60 per share.
The Acquisition is subject to customary settlement conditions and is due to settle 18 October 2019.
IKE CEO, Glenn Milnes said “We have worked with PowerLine Technology for several years and our
respective products are highly complementary. This acquisition allows us to bring their technology in-
house and opens up a number of additional pathways for growth including through marketing to a
broader customer base and an enhanced product offering.”
Equity raising
IKE is conducting an equity raising of up to $6.5m to fund the Acquisition and to fund the continued
implementation of its growth strategy. The equity raising comprises a $5m placement (“Placement”)
and a subsequent $1m retail offer (with the ability to accept up to $0.5m of oversubscriptions) (“Retail
Offer”).
The Placement was successfully completed overnight and was conducted through a process in which
investors in New Zealand and other selected jurisdictions were invited to participate by Forsyth Barr
Limited. The Placement is fully underwritten by Forsyth Barr Group Limited.
Under the $5m Placement, approximately 8.3 million shares were sold at the fixed price of $0.60 per
share, representing a 6% discount to IKE’s closing share price on 26 September 2019. The Placement
was well supported by investors, and was conducted under IKE’s existing placement capacity under
the NZX Listing Rules.

100332580/3618895
The Retail Offer will allow all New Zealand resident IKE shareholders to subscribe for up to $50,000 of
new shares each. The offer price for the Retail Offer has been set at $0.60 per share, the same price
as under the Placement. Further details regarding the Retail Offer can be found in the Corporate Action
Notice accompanying this announcement, and the full terms of the Retail Offer will be set out in an
Offer Document which will be provided to IKE’s New Zealand resident shareholders on 1 October 2019.
Accompanying this announcement is:
• 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 for the purposes of
undertaking the placement);
• an investor presentation; and
• a Corporate Action Notice in respect of the Retail Offer.

Contact
ikeGPS Group Limited
Chris Birkett
Chief Financial Officer