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ikeGPS – Opening of Retail Share Offer

Capital Raise1 October 2019IKEMaterials

1ikeGPS Retail Share Offer
Retail Share Offer

1 October 2019

ikeGPS Group Limited

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.

2ikeGPS Retail Share Offer
Table of Contents

Important Information 3

Letter from the Chairman 5

Key Details & Important Dates 6

Questions and Answers 7

Terms and Conditions 10

Glossary 14

Directory 15

3ikeGPS Retail Share Offer
Important Information

General Information

+This Offer Document has been prepared by ikeGPS Group Limited (ikeGPS) in connection with an offer of

New Shares under a share purchase plan (with provision for oversubscriptions through an additional share

placement) (Offer). The Offer is made 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 available under continuous disclosure obligations

+ikeGPS is subject to continuous disclosure obligations under the Listing Rules. You can find market releases by

ikeGPS, including its most recent financial statements, at www.nzx.com and www.asx.com.au under the code

“IKE”.

+ikeGPS may, during the Offer, make additional releases to NZX and ASX. No release by ikeGPS to NZX and ASX

will permit an applicant to withdraw any previously submitted application without ikeGPS’s consent, whether or

not there has been any permissible variation of the Offer.

+The market price for the Shares may change between the date this Offer opens, the date you apply for Shares

under the Offer, and the date on which the Shares are allotted to you. Accordingly, the price paid for Shares

issued under the Offer 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 Offer. The market price of New Shares following allotment may be

higher or lower than the Issue Price.

Offering Restrictions

+This Offer Document is intended for use only in connection with the Offer to Eligible Shareholders with a

registered address in New Zealand. This Offer Document does not constitute an offer or invitation in any place

in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

+This Offer Document may not be sent or given to any person outside New Zealand in circumstances in which

the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer Document

(including an electronic copy) outside New Zealand may be restricted by law. In particular, this Offer Document

may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside

New Zealand except to the extent ikeGPS may otherwise determine in compliance with applicable laws.

+If you come into possession of this Offer Document, you should observe any such restrictions. Any failure to

comply with such restrictions may contravene applicable securities law. ikeGPS disclaims all liability to such

persons.

No guarantee

+No guarantee is provided by any person in relation to the New Shares to be issued under the Offer. Likewise, no

warranty is provided with regard to the future performance of ikeGPS or any return on any investments made

pursuant to this Offer Document.

Decision to participate in the offer

+The information in this Offer Document does not constitute a recommendation to acquire New Shares nor does

it amount to financial product advice. This Offer Document has been prepared without taking into account the

particular needs or circumstances of any investor, including their investment objectives, financial and/or tax

position.

4ikeGPS Retail Share Offer
Changes to the offer

+Subject to the Listing Rules, ikeGPS reserves the right to alter the dates set out in this Offer Document. ikeGPS

reserves the right to withdraw the Offer and the issue of New Shares at any time before the Allotment Date at its

absolute discretion.

Privacy

+Any personal information you provide on the Application Form will be held by ikeGPS and/or the Share Registrar

at the addresses set out in the Directory. This information will be used for the purposes of administering your

investment in ikeGPS. This information will only be disclosed to third parties with your consent or if otherwise

required by law. Under the Privacy Act 1993, you have the right to access and correct any personal information

held about you.

Enquiries

+Enquiries about the Offer can be directed to an NZX Primary Market Participant, or your solicitor, accountant or

other professional advisor. If you have any questions about the Application Form that accompanies this Offer

Document, or how to complete the Application Form, please contact the Share Registrar.

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 Offer Document have the specific meaning given to them in the Glossary at the

back of this Offer Document.

5ikeGPS Retail Share Offer
Letter from

the Chair

1 October 2019

Dear Shareholder,

On behalf of the directors of IKE I am pleased to offer you the opportunity to participate in the Retail Offer. Under

the Retail Offer, Eligible Shareholders have the right to acquire up to $50,000 of additional shares at an issue price of

$0.60, (the same price as the Placement) without incurring brokerage or other transaction costs.

IKE is undertaking this Retail Offer following the recently completed $5m underwritten placement to support the

entry into an agreement to acquire certain assets of PowerLine Technology Inc. (PLT) and to fund the continued

implementation of our growth strategy.

Summary of the PLT acquisition

United States based PLT is a developer of engineering software for the electric utilities sector. PLT’s flagship

product, PoleForeman, is a leading pole loading analysis software solution used in the North American market and

is highly complementary with our leading product, IKE Analyze.

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 will enhance IKE’s go-to-market proposition and provide

opportunity to cross-sell IKE products to a wider customer base.

The acquisition price of US$3.4m includes an US$0.9m earn out component linked to the founder of PLT remaining

employed at IKE. The acquisition is profitable and expected to be immediately cash flow accretive.

Equity raising

The Retail Offer is open to all IKE shareholders with a registered address in New Zealand. 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, 17 October 2019. The correct way to complete and send your

Application Form and application monies is set out on the Application Form accompanying this Offer Document.

Further details about the Retail Offer are included in this Offer Document. While participation in the Retail Offer

is optional, if Eligible Shareholders choose not to take up their entitlement via the Retail Offer 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.

Yours sincerely,

Rick Christie

Chairman

IKE GPS Group

1 October 2019

6ikeGPS Retail Share Offer
1. Key Details

2. Important Dates

These dates are subject to change and are indicative only. ikeGPS reserves the right to amend this timetable

(including by extending the Closing Date of the Offer) subject to applicable laws and the Listing Rules. ikeGPS

reserves the right to withdraw the Offer and the issue of New Shares at any time before the Allotment Date at its

absolute discretion.

ItemDetail

Equal participationEach Eligible Shareholder has the right to apply for the same dollar amount of New Shares, and on the

same terms and conditions, as each other Eligible Shareholder.

IssuerikeGPS Group Limited.

Eligible ShareholderA Shareholder who, at 7.00pm on the Record Date, was recorded in ikeGPS’s share register as being a

Shareholder and:

+whose address is shown in ikeGPS’s share register as being in New Zealand; or

+who ikeGPS considers, in its discretion, may be treated as an Eligible Shareholder.

Application amount and scalingIf you choose to participate in the Offer, you can apply for a minimum of $1,000 of New Shares and up

to a maximum value of $50,000 of New Shares.

ikeGPS is accepting applications for up to $1 million of New Shares in aggregate, plus up to $0.5

million of New Shares in oversubscriptions at its discretion. If ikeGPS receives applications for

more than this amount of New Shares in aggregate (or elects not to accept more than $1 million)

applications will be scaled down. ikeGPS will scale back applications by reference to the holdings of

Shareholders immediately prior to the announcement of the Placement and the level of participation by

Shareholders in the Placement.

Issue Price$0.60, being the same price paid by investors in the Placement.

When to applyApplications must be received by 5.00pm on the Closing Date (17 October 2019, unless extended).

How to applyApplications can be made by completing the enclosed Application Form and returning it to the Share

Registrar together with payment in New Zealand dollars. If a postal application is made please allow

plenty of time for it to be received by us.

Receiving your New SharesYou will receive your New Shares on the Allotment Date (23 October 2019, unless extended).

ItemDate

Record Date7.00pm (NZ time) Thursday, 26 September 2019

Announcement of the OfferFriday, 27 September 2019

Opening Date for the OfferTuesday, 1 October 2019

Offer Document, Application

Forms sent to Eligible

Shareholders

Tuesday, 1 October 2019

Closing Date for the Offer

(last day for receipt of the

Acceptance Form, with

payment)

Thursday, 17 October 2019

Allotment of New Shares under

the Offer (Allotment Date) and

trading commencement of New

Shares

Wednesday, 23 October 2019

Allotment statements mailedWithin 5 Business Days of the Allotment Date, being no later than 31 October 2019

7ikeGPS Retail Share Offer
Questions and Answers

1. What is the Offer?

The Offer allows Eligible Shareholders to purchase up to $50,000 worth of New Shares in ikeGPS without incurring

any brokerage fees.

All New Shares issued under the Offer will be of the same class as, and rank equally with, all Existing Shares in

ikeGPS currently on issue.

2. Am I eligible to participate?

You are eligible to participate in the Offer if:

+you were registered as an ikeGPS shareholder at 7:00pm on 26 September 2019 (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 of New Zealand.

If you are a Custodian, or hold shares through a Custodian, please refer to clause 3 of the terms and conditions.

The distribution of this Offer Document (including an electronic copy) outside New Zealand may be restricted by

law. Any failure to comply with such restrictions may contravene applicable securities law. ikeGPS disclaims all

liability to such persons.

3. How many New Shares can I purchase?

If you choose to participate in the Offer, you can apply for a minimum value of $1,000 of New Shares and up to a

maximum value of $50,000 of New Shares.

ikeGPS is accepting applications for up to $1 million of New Shares in aggregate. If ikeGPS receives applications for

more than this amount of New Shares in aggregate, applications will be scaled down. At its discretion, ikeGPS may

accept up to $0.5 million of New Shares in oversubscriptions. ikeGPS will scale back applications by reference to

the holdings of Shareholders immediately prior to the announcement of the Placement and the level of participation

by Shareholders in the Placement.

4. What is the Issue Price for the New Shares?

The Issue Price for the New Shares is $0.60, being the same price paid by investors in the Placement.

5. 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.

6. Do I have to participate in the Offer?

No, participation in the Offer is entirely voluntary.

There is a risk that your shareholding in ikeGPS may be diluted if you do not participate in the Offer. If you do not

wish to participate in the Offer, do nothing.

7. How to I apply for New Shares under the Offer?

To apply follow the instructions set out on the personalised Application Form.

8ikeGPS Retail Share Offer
If you apply by using the enclosed Application Form, please send your completed Application Form with your

payment by cheque or direct debit as set out in the instructions on the Application Form to the Share Registrar by

5.00pm on the Closing Date. If the exact amount of money is not tendered, ikeGPS reserves the right not to accept

all or part of your payment. In those circumstances, ikeGPS will return your application and cheque or refund all or

part of your payment (without interest).

If an application is rejected, all of the amounts paid will be refunded to the relevant applicant. All refunds will be

made without interest. ikeGPS may choose to accept late applications, but has no obligation to do so. ikeGPS may

accept or reject any Application Form which it considers is not completed correctly, and may correct any errors or

omissions on any Application Form.

Once submitted, you will not be able to withdraw or revoke your application.

8. How many New Shares will I receive?

You will receive the number of New Shares equal to the amount of New Shares you have applied for and payment

has been received in respect of (subject to scaling as described above). If, the dollar amount of New Shares you

have applied for (or are allocated) does not equal a whole number of New Shares once divided by the Issue Price,

the number of New Shares allotted to you will be rounded down to the nearest New Share. Any difference due to

rounding will be retained by ikeGPS.

ikeGPS is accepting applications for up to $1 million of New Shares in aggregate, plus up to $0.5 million of New

Shares in oversubscriptions at its discretion. If ikeGPS receives applications for more than this amount of New

Shares in aggregate, it will scale back the number of Shares to be allotted to each applicant under the Offer as

described above and in accordance with clause 8 of the terms and conditions.

9. How long is the offer open for and when will I receive my New Shares?

The Offer opens on 1 October 2019 and is expected to close on 17 October 2019, unless extended. If you want to

participate in the Offer you should ensure that you return the enclosed Application Form with payment (by cheque

or direct debit) 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 the New Shares issued to you under the Offer on the Allotment Date, which is currently expected to

be on 23 October 2019 (unless extended). A statement confirming the number of New Shares issued to you under

the Offer 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.

10. Are there any conditions to the Offer?

No. However, if ikeGPS cancels the Offer for any reason, all application monies will be returned to applicants and no

New Shares will be allotted under the Offer. No interest will be payable on any monies returned to applicants.

11. 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 New Shares on your behalf. If you own Shares

through a trustee or Custodian and also own Shares in your own name, then you may either purchase New Shares

yourself or instruct your trustee or Custodian to purchase New Shares on your behalf. You may not do both.

If you are a Custodian, or hold shares through a Custodian, please refer to clause 3 of the terms and conditions.

9ikeGPS Retail Share Offer
12. Is this offer transferable to another person?

No. This offer is personal to you and you may not transfer your right to purchase New Shares under the Offer to

anyone else.

13. Will the New Shares be quoted?

Yes, the New Shares will be quoted on the NZX Main Board and the ASX. ikeGPS will take any necessary steps to

ensure that the New Shares are, immediately after issue, 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. The ASX is a licensed market under the Corporations Act 2001 (Cth). NZX and

ASX accept no responsibility for any statements in this document.

It is expected that you will be able to commence trading the New Shares allotted to you under the Offer on the NZX

Main Board and the ASX on the Allotment Date (being 23 October 2019, unless extended).

14. If I choose not to participate in the Offer will my shareholding be

diluted?

If you do not participate in the Offer, your shareholding in ikeGPS will be diluted. This is in addition to the dilution

in your shareholding that will result from the issue of $5 million of new Shares under the Placement (if you did not

participate in the Placement, which was reserved for selected investors).

Noting the dilutive effect of the Placement on those Shareholders who were not invited to participate in the

Placement, ikeGPS has attempted to make the Offer as fair as possible for Eligible Shareholders by:

+Increasing the individual application cap from the typical $15,000 to $50,000; and

+if scaling is required, scaling back applications by reference to the holdings of Shareholders immediately prior to

the announcement of the Placement on 27 September 2019 and the level of participation by Shareholders in the

Placement.

Whether your shareholding percentage in ikeGPS increases or decreases will depend on the amount of New Shares

you apply for, how many Shares you hold on the Record Date and Closing Date, and how many New Shares other

Eligible Shareholders apply for and are allotted under the Offer.

15. 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 2019 and does not expect to declare any dividends during the period ending

31 March 2020.

16. Why are not all shareholders eligible to participate in the Offer?

ikeGPS considers that the legal requirements of jurisdictions other than New Zealand are such that it would be

unduly onerous for ikeGPS to make the Offer in those jurisdictions. This decision was made having regard to

the small number of Shareholders in such overseas jurisdictions and the costs of complying with overseas legal

requirements.

17. Further assistance

If you have any further questions about the Offer, please contact your broker or financial, investment or other

professional advisor before making your investment decision.

10ikeGPS Retail Share Offer
Terms and Conditions

1. Eligible shareholders

1.1 - You may participate in the Offer 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 certificate 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 not renounceable, so you

may not transfer them.

2. Issue Price and number of New Shares

2.1 - The Issue Price for the New Shares is $0.60, being the same price paid by investors in the Placement.

2.2 - You will receive the number of New Shares equal to the amount of New Shares you have applied for and

payment has been received in respect of (subject to scaling as described in clause 8). If, the dollar amount of

New Shares you have applied for (or are allocated) does not equal a whole number of New Shares once divided

by the Issue Price, the number of New Shares allotted to you will be rounded down to the nearest New Share. Any

difference due to rounding will be retained by ikeGPS.

2.3 - Subject to clause 3.2, if you are an Eligible Shareholder you can apply for a minimum value of $1,000 of New

Shares and up to a maximum value of $50,000 of New Shares. The number of New Shares that you receive on the

Allotment Date (being 23 October 2019, unless extended) may also be subject to scaling as described in clause 8.

2.4 - Eligible Shareholders may only make one application. This applies to all Eligible Shareholders, including those

who receive more than one offer under the Offer (for example, because they hold Shares in more than one capacity)

and including whether the Eligible Shareholder is applying through a Custodian or on his or her own behalf.

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 and is

permitted to operate as a custodian under all relevant laws, is a Custodian under the Offer (Custodian).

3.2 - Custodians may apply to purchase New Shares under this Offer but only up to the total value of New Shares

it is validly directed to apply for on behalf of each beneficial owner for whom the Custodian acts as a Custodian.

Custodians must confirm to ikeGPS that they are holding Shares as a Custodian for those beneficial owners 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 New Shares as described in clauses 2.2 and 2.3.

3.3 - If a Custodian applies to purchase New Shares on behalf of one or more beneficial owners, the Custodian must

certify to ikeGPS in writing by validly completing the Application Form that:

+(a) the Custodian holds Shares directly or indirectly as a Custodian for beneficial owners;

+(b) the beneficial owner on whose behalf the Custodian is submitting an application is not making a separate

application as an Eligible Shareholder for New Shares under the Offer;

11ikeGPS Retail Share Offer
+(c) each beneficial owner (or the beneficial owner’s agent) has instructed the Custodian to apply for, and accept,

under the Offer the dollar amount of New Shares set out in the Application Form (or in a schedule attached to an

Application Form); and

+(d) no other Custodian is submitting an application under the Offer for that beneficial owner.

4. Completing an application and paying for shares

If you wish to participate in the Offer, you must complete and return the enclosed Application Form to the Share

Registrar at the address set out in the Directory. If you apply using the enclosed Application Form, you must provide

payment by cheque or direct debit in New Zealand dollars, for the amount of New Shares you have specified as

applyingv for 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 New Shares under the Offer,

including (without limitation) if:

+(a) your Application Form is incorrectly completed, incomplete or otherwise determined by ikeGPS to be invalid;

+(b) your payment is dishonoured or has not been completed correctly;

+(c) the cheque that you enclose with your Application Form is not in New Zealand dollars for the exact amount

of New Shares that you have specified on the Application Form;

+(d) your application is received after the Closing Date. While ikeGPS has discretion to accept late applications

and payment, there is no assurance that it will do so. Late applications and payment, 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;

+(e) ikeGPS believes that you are not an Eligible Shareholder or Custodian; or

+(f) 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 or, in respect of late applications received after the Allotment

Date, within 5 Business Days of the date of receipt.

6. Significance of sending in an application

6.1 - If you apply to purchase New Shares under the Offer, by completing and returning an application:

+(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 New Shares under these terms

and conditions;

+(c) you acknowledge that the Offer may not proceed;

+(d) you certify that your acceptance of the Offer will not be, or cause, a breach of any law in any jurisdiction;

+(e) you agree to be bound by the constitution of ikeGPS, which you may download for free from the Companies

Office website: https://companies-register.companiesoffice.govt.nz/

+(f) you authorise ikeGPS (and its officers or agents) to correct any error in, or omission from, your application

and to complete your application by the insertion of any missing details;

+(g) you acknowledge that ikeGPS may at any time irrevocably determine that your application is valid, in

accordance with these terms and conditions, even if the application is incomplete, contains errors or is

otherwise defective;

12ikeGPS Retail Share Offer
+(h) you accept the risk associated with any refund that may be desatched 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 New Shares under the Offer;

+(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 New Shares you

received under the Offer;

+(l) you acknowledge that ikeGPS is not liable for any exercise of its discretions referred to in these terms and

conditions; and

+(m) you irrevocably and unconditionally agree to these terms and conditions and agree not to do any act or thing

which would be contrary to the spirit, intention or purpose of the Offer.

7. Issue Price

You agree to pay the Issue Price per New Share up to the maximum amount you have specified on your

Application Form.

8. Scaling

8.1 - ikeGPS is accepting applications for up to $1 million of New Shares in aggregate, plus up to $0.5 million of

New Shares in oversubscriptions at its discretion. If ikeGPS receives applications for more than this amount of

New Shares in aggregate, applications will be scaled down. ikeGPS will scale back applications by reference to the

holdings of Shareholders immediately prior to the announcement of the Placement and the level of participation by

Shareholders in the Placement.

8.2 - If your application is scaled, your application monies will be greater than the value of the New 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 New Shares

9.1 - The New Shares issued under the Offer will rank equally with, and have the same voting rights, dividend rights

and other entitlements as, existing fully paid Shares in ikeGPS.

9.2 - The New 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. The ASX is a licensed market under the Corporations Act 2001 (Cth). NZX and ASX accept no responsibility

for any statement in this document.

9.3 - You cannot trade in any New Shares issued to you pursuant to the Offer, either as principal or agent, until

quotation of the New Shares on the NZX Main Board, in accordance with the Listing Rules, and the ASX. ikeGPS

expects that the New Shares will commence trading on the NZX Main Board and the ASX on the Allotment Date

(being 23 October 2019, unless extended).

9.4 - The issue of New Shares under the Offer up to a maximum value of $50,000 per Eligible Shareholder (or per

beneficial owner, in the case of holdings held by Custodians) is being undertaken under Listing Rule 4.3.1 (Share

Purchase Plan) in respect of the first $15,000 of New Shares offered and Listing Rule 4.5 (15% Placement) in

13ikeGPS Retail Share Offer
respect of the additional $35,000 of New Shares offered to each Eligible Shareholder.

10. Amendments to the Offer and waiver of compliance

10.1 - Notwithstanding any other term or condition of the Offer, and/or the Application Form, ikeGPS may, at its

discretion:

+(a) make non-material modifications to the Offer on such terms and conditions it thinks fit (in which event

applications for New Shares under the Offer will remain binding on the applicant notwithstanding such

modification and irrespective of whether an application was received by the Share Registrar before or after such

modification is made); and/or

+(b) suspend or terminate the Offer at any time prior to the issue of the New Shares under the Offer (including

by reviewing the timetable for the Offer). If the Offer 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, which will be

done in accordance with New Zealand law (including the Listing Rules).

10.3 - ikeGPS will notify NZX and ASX of any waiver, amendment, suspension, withdrawal or termination of the

Offer. Approval of any material changes to the Offer will be sought from NZX to the extent required under the

Listing Rules.

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 Offer, 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 Offer and:

+(a) the accompanying Letter from the Chair of ikeGPS and the Questions and Answers, the terms and conditions

shall take precedence; and

+(b) ikeGPS’s constitution, ikeGPS’s constitution shall take precedence.

14ikeGPS Retail Share Offer
Glossary

TermDefinition

Allotment Date23 October 2019, unless the Offer is extended.

Application FormThe personalised application form enclosed with this Offer Document, including the instructions on

the form.

ASXASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities

Exchange operated by ASX Limited.

BoardThe board of directors of ikeGPS.

Business DayA business day as defined in the Listing Rules.

Closing Date17 October 2019, unless the Offer is extended.

CustodianSee clause 3.1 of Part 4 of this Offer Document for the definition of “Custodian”.

Eligible ShareholderA person who, at 7.00pm on the Record Date, was recorded in ikeGPS’s share register as being a

Shareholder and:

• whose address is shown in ikeGPS’s share register as being in New Zealand; or

• who ikeGPS considers, in its discretion, may be treated as an Eligible Shareholder.

Existing ShareA Share on issue on the Record Date.

Issue Price$0.60 per New Share.

Listing RulesThe listing rules of NZX in relation to the NZX Main Board (or any market in substitution for that

market) in force from time to time, read subject to any applicable rulings or waivers.

New ShareA Share in ikeGPS offered under the Offer of the same class as, and ranking equally in all respects

with, ikeGPS’s quoted Existing Shares at the Allotment Date.

NZXNZX Limited.

NZX Main BoardThe main board equity security market operated by NZX.

NZX Primary Market

Participants

Any company, firm, organisation, or corporation designated or approved as a primary market

participant from time to time by NZX.

OfferThe offer detailed in this Offer Document.

Offer DocumentThis document.

Opening Date1 October 2019.

PlacementThe underwritten offer of $5 million of Shares to selected investors announced on 27 September 2019.

ikeGPSikeGPS Group Limited.

Record Date26 September 2019, 7.00pm.

Retail OfferThe offer detailed in this Offer Document.

ShareA fully paid ordinary share in ikeGPS.

Share RegistrarLink Market Services Limited.

ShareholderA registered holder of Shares.

15ikeGPS Retail Share Offer
Directory

ISSUER

ikeGPS Group Limited

Level One, 42 Adelaide Road

Mount Cook

Wellington 6021

Telephone: +64 4 382 8064

Website: 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

Email: enquiries@linkmarketservices.co.nz

Website: www.linkmarketservices.co.nz

---

ikeGPS Group Limited (NZX: IKE) (ASX: IKE) is pleased to announce the opening
of its retail share offer which forms part of its capital raising of up to $6.5 million,

as announced on 27 September 2019. In the first stage of the capital raising, IKE

raised $5 million through an underwritten equity placement to selected investors

(“Placement”) which is due to settle tomorrow. IKE seeks to raise a further $1

million under the retail share offer, with an ability to accept oversubscriptions of

up to $0.5 million at its discretion.

The retail share offer gives each eligible shareholder, being a shareholder recorded

in IKE’s share register with a New Zealand address as at 7.00pm on 26 September

2019, an opportunity to subscribe for up to NZ$50,000 in new fully paid ordinary

shares in IKE at $0.60 per share (being the same issue price as the Placement).

The full terms and conditions of the retail share offer are contained in the attached

Retail Share Offer Document.

The Retail Share Offer Document will be sent to eligible shareholders today.

Unless extended, acceptances must be received by 5.00pm on 17 October 2019

and shares will be allotted on 23 October 2019.


Contact

ikeGPS Group Limited

Chris Birkett

Chief Financial Officer


1 October 2019




NZX Limited

Issuer Regulation

Level 1, NZX Centre

11 Cable Street

WELLINGTON




IKEGPS GROUP LIMITED – OPENING OF RETAIL SHARE OFFER

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.