ikeGPS Group Limited logo

ikeGPS announces NZ$19.7 million equity raise

Capital Raise27 July 2020IKEMaterials

FOR IMMEDIATE RELEASE
28 July 2020


NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

ikeGPS announces NZ$19.7 (A$18.4) million equity raise to support recent customer acquisition

and provide capacity for potential growth opportunities

ikeGPS (IKE) is pleased to announce that it is conducting an institutional placement (‘Institutional

Placement’), and a fully underwritten 1 for 7 accelerated non-renounceable entitlement offer

(‘Entitlement Offer’), to raise approximately NZ$19.7 million.


Funds raised from the Institutional Placement and Entitlement Offer will be used to:


• increase IKE’s sales, support, and implementation teams to support recent customer wins

and a growing sales pipeline; and

• provide funding capacity for potential growth opportunities.


The Institutional Placement and Entitlement Offer will be conducted at NZ$0.68 (A$0.635) per New

Share (‘Offer Price’), representing a:


• 11.7% discount to the last NZX closing price on 27 July 2020 of NZ$0.77; and

• 12% discount to the NZX 5-day Volume Weighted Average Price (‘VWAP’) up to and

including 27 July 2020.


Bell Potter Securities Limited (‘Bell Potter’) is Lead Manager and bookrunner to the Offer.


Institutional Placement

The Institutional Placement of New Shares to eligible institutional investors will raise approximately

NZ$9.8 million.

The Institutional Placement will result in approximately 14,348,363 million New Shares being issued

representing approximately 14% of IKE’s existing capital.

Entitlement Offer Overview

The 1 for 7 Entitlement Offer to raise approximately NZ$9.9 million, and will be conducted in two

parts:


• an entitlement offer to institutional shareholders (‘Institutional Entitlement Offer’); and

• an entitlement offer to retail shareholders (‘Retail Entitlement Offer’).


The Entitlement Offer will result in approximately 14,615,027 million New Shares being issued,

representing approximately 14.3% of IKE’s existing issued capital.

Of the IKE Directors who are eligible shareholders, each has confirmed their intention to participate

in the Entitlement Offer.



Under the Entitlement Offer, eligible shareholders that take up their full entitlement may also apply

for additional New Shares not taken up by other eligible shareholders up to a maximum of 100%

above their pro rata entitlement.


The Entitlement Offer is non-renounceable and entitlements are not transferrable and will not be

traded on the NZX, ASX or any other exchange.


Eligible shareholders who do not take up their entitlement under the Entitlement Offer in full or in

part, will not receive any value in respect of those entitlements not taken up.


The Entitlement Offer is fully underwritten by Bell Potter.

Institutional Entitlement Offer


The Institutional Entitlement Offer will be conducted on Tuesday 28 July 2020. Eligible shareholders

under the Institutional Entitlement Offer include sophisticated, professional and other institutional

shareholders located in Australia, New Zealand and select international jurisdictions (‘Eligible

Institutional Shareholders’).


Under the Institutional Entitlement Offer, Eligible Institutional shareholders can choose to take up

all, part or none of their entitlement. Entitlements not taken up under the Institutional Entitlement

Offer will be offered to eligible institutional investors at the Offer Price in accordance with the terms

of the Offer Booklet.


Retail Entitlement Offer


Retail shareholders with a registered address in New Zealand on the Record Date of 7.00pm (NZST)/

5.00pm (AEST), Thursday 30 July 2020 (‘Eligible Retail Shareholders’), have the opportunity to invest

in New Shares at the Offer Price, on the terms and conditions outlined in the Offer Booklet to be

sent electronically to Eligible Retail Shareholders on Friday 31 July 2020. The Retail Entitlement

Offer will open on Friday 31 July 2020, and closes on Tuesday 11 August 2020 (unless extended).

Eligible Retail Shareholders can only accept their entitlements by completing and returning the

Entitlement and Acceptance Form accompanying the Offer Booklet, or applying online at

www.ikeshareoffer.co.nz.


Please note that shareholders with a registered address outside New Zealand on the Record Date

are ineligible to participate in the Retail Entitlement Offer. Further details as to eligibility are set out

in the Offer Booklet.


For further detail, please refer to the Entitlement Offer Booklet accompanying this announcement.

Relating to the capital raising, IKE CEO Glenn Milnes, commented.

+ We are pleased to offer both existing and new investors the opportunity to participate in the

capital raising. The funds raised will enable IKE to increase capacity to service new and targeted IKE

customers, some of whom are the largest communications and electric utility infrastructure

companies operating in North America.

New Shares issued under the Institutional Placement and Entitlement Offer will rank equally with

existing IKE ordinary shares. The New Shares issued under the Institutional Placement and

Institutional Entitlement Offer are expected to be allotted on Wednesday, 5 August 2020. Trading

will commence on a normal settlement basis on the NZX and ASX on the same day.




ENDS

IKE seeks to be the standard for collecting, analysing and managing pole and overhead asset

information for electric utilities, communications companies, and their engineering service

providers.

Contact: Glenn Milnes, CEO, +1 720-418-1936, glenn.milnes@ikegps.com

Indicative Timetable for capital raise

1


Event Date

Announcement of Equity Raising 28 July 2020

Institutional Entitlement Offer and Placement opens 28 July 2020

Institutional Entitlement Offer and Placement closes 28 July 2020

Trading halt lifted on the NZX and ASX 30 July 2020

Record Date for the Entitlement Offer 30 July 2020 (7.00pm

NZST / 5.00pm AEST)

Retail Entitlement Offer opens 31 July 2020

Retail Offer document despatched electronically 31 July 2020

Settlement of Placement and Institutional Entitlement Offer on ASX 4 August 2020

Settlement of Placement and Institutional Entitlement Offer on NZX,

and allotment and commencement of trading of Placement and

Institutional Entitlement Offer shares on ASX and NZX

5 August 2020

Retail Entitlement Offer closes 11 August 2020

Settlement of New Shares issued under the Retail Entitlement Offer on

ASX

18 August 2020

Settlement of Retail Entitlement Offer on NZX, and allotment and

commencement of trading of New Shares issued under the Retail

Entitlement Offer shares on NZX

19 August 2020

Despatch of holding statements and commencement of trading of New

Shares issued under the Retail Entitlement Offer on ASX

20 August 2020



1

This timetable is indicative only and may change without notice at IKE’s discretion or subject to the

requirements of the NZX Listing Rules. IKE has the ability at its discretion to make changes including to extend

the closing date for the Retail Entitlement Offer, to withdraw the Entitlement Offer at any time prior to the

issue of the New Shares and/or to accept late applications either generally or in specific areas.




IMPORTANT INFORMATION

This announcement has been prepared by ikeGPS Group Limited (NZ company number 1292732, ARBN 615 503 145, ticker IKE (NZX and

ASX)) (the “Company” or “IKE”) and is dated 28 July 2020. This announcement provides information in relation to the Institutional

Placement and Entitlement Offer for new shares in the Company (the “New Shares”) under clause 19 of Schedule 1 of the Financial

Markets Conduct Act 2013 (“FMCA”) and section 708AA and 708A of the Corporations Act 2001 (Cth)

INFORMATION

This announcement contains summary information about the Company and its activities which is current as at the date of this

announcement. The information in this announcement 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 FMCA or a prospectus under the Corporations Act 2001 (Cth). The historical information in this

announcement is, or is based upon, information that has been released to NZX Limited (“NZX”) and/or ASX Limited (“ASX”). This

announcement 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 and www.asx.com.au.

Any decision to acquire New Shares should be made on the basis of the separate offer document to be lodged with NZX (the “Offer

Document”). Any Eligible Shareholder who wishes to participate in the offer should review the Offer Document and apply in accordance

with the instructions set out in the Offer Document and Application Form accompanying the Offer Document or as otherwise

communicated to the shareholder. This announcement and the Offer Document do not constitute an offer, advertisement or invitation in

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

NOT FINANCIAL PRODUCT ADVICE

This announcement is for information purposes only and is not financial or investment advice or a 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 a financial adviser, solicitor, accountant or other professional

adviser if necessary.

FORWARD-LOOKING STATEMENTS

Certain statements made in this announcement are ‘forward-looking statements’. These forward-looking statements are not historical

facts but rather are based on IKE’s current expectations, estimates, beliefs, assumptions and projections about IKE, the industries in which

it operates, the outcome and effects of the Offer and use of proceeds. These forward-looking statements include statements about IKE’s

expectations about the performance of its businesses, statements about the future performance of IKE and statements about the use of

proceeds from the Offer. Forward looking statements can generally be identified by the use of forward looking words such as “anticipate“,

“believe“, “expect“, “project“, “forecast“, “estimate“, “likely“, “intend“, “should“, “will“, “could“, “may“, “target“, “plan“ and other similar

expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on future earnings,

distributions or financial position or performance are also forward looking statements. These statements are not guarantees of future

performance and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond the control of IKE,

its directors and management, are difficult to predict and may involve significant elements of subjective judgement and assumptions as to

future events which may not be correct and could cause actual results to differ materially from those expressed in the forward-looking

statements. IKE cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements,

which reflect IKE’s views only as of the date of this release. There can be no assurance that actual outcomes will not differ materially from

these forward-looking statements.

The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. IKE

will not undertake any obligation to release publicly any revisions or updates to these forward looking statements to reflect events,

circumstances or unanticipated events occurring after the date of this release except as required by law or by any appropriate regulatory

authority.

Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current

economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.

FINANCIAL INFORMATION

All financial information in this announcement is in New Zealand dollars (NZ$ or NZD) unless otherwise stated.

Investors should be aware that certain financial measures included in this announcement are ‘non-GAAP financial measures’ under the

New Zealand Financial Markets Conduct Act and Guidance prepared by the New Zealand Financial Markets Authority and also within the

meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under International

Financial Reporting Standards (IFRS) or International Financial Reporting Standards (NZ IFRS), which is based on IFRS. Such non-IFRS

financial information/non-GAAP financial measures do not have a standardised meaning prescribed by NZ IFRS or IFRS. Therefore, the non-

IFRS financial information may not be comparable to similarly titled measures presented by other entities, and should not be construed as

an alternative to other financial measures determined in accordance with by NZ IFRS or IFRS. Although IKE believes these non-IFRS



financial measures provide useful information to investors in measuring the financial performance and condition of its business, investors

are cautioned not to place undue reliance on any non-IFRS financial information/non-GAAP financial measures included in this

announcement.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

The distribution of this announcement in jurisdictions outside New Zealand and Australia may be restricted by law and you should observe

any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, this

announcement may not be distributed or released in the United States.

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any

jurisdiction in which such an offer would be illegal. The securities to be offered and sold in the Institutional Placement and the Entitlement

Offer have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities

laws of any state or other jurisdiction of the United States. Accordingly, the securities to be offered and sold in the Institutional Placement

may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not

subject to, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction of the United

States. The securities to be offered and sold in the Entitlement Offer may not be offered or sold, directly or indirectly, in the United States

or to any person that is acting for the account or benefit of a person in the United States.

DISCLAIMER

To the maximum extent permitted by law, each of the Company, Bell Potter Securities Limited (“Lead Manager”) and Forysth Barr Limited

(“Co-Manager”) and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers

disclaim all liability and responsibility (whether in tort (including negligence) or otherwise) for any direct or indirect loss or damage which

may be suffered by any person through use of or reliance on anything contained in, or omitted from, this announcement.

None the Lead Manager, Co-Manager or any of their respective affiliates, related bodies corporate, directors, officers, partners,

employees, agents or advisers have authorised, permitted or caused the issue, submission, dispatch or provision of this announcement

and none of them makes or purports to make any statement in this announcement and there is no statement in this announcement which

is based on any statement by any of them.

The Lead Manager, Co-Manager and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents

and advisers make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of

information in this announcement and, with regard to the Lead Manager, Co-Manager and their respective advisers, affiliates, related

bodies corporate, directors, officers, partners, employees, shareholders, representatives and agents take no responsibility for any part of

this announcement, the Institutional Placement or the Entitlement Offer.

The Lead Manager, Co-Manager and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents

and advisers make no recommendations as to whether you or your related parties should participate in the Institutional Placement or

Entitlement Offer nor do they make any representations or warranties to you concerning the Institutional Placement or Entitlement Offer,

and you represent, warrant and agree that you have not relied on any statements made by the Lead Manager, the Co-Manager or their

respective affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers in relation to the Institutional

Placement and Entitlement Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them.

Statements made in this announcement are made only as at the date of this announcement. The information in this announcement

remains subject to change without notice.

Determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters,

including legal regimes and the discretion of the Lead Manager, the Co-Manager and the Company. The Company, the Lead Manager and

the Co-Manager disclaim all liability in respect of the exercise of that discretion to the maximum extent permitted by law.

All capitalised but otherwise undefined terms in this Important Notice section have the meanings given to them in other sections of this

announcement. This announcement has been authorised for release to NZX and ASX by the Company’s Board of Directors.

---

Offer Document
1 for 7 Accelerated Entitlement Offer Of New Shares

28 July 2020

Not for distribution or release in the United States

This Offer Document is an important document. You should read the entire document before deciding what action to

take with respect to your Entitlements. If you have any doubts as to what you should do, please consult your broker,

financial, investment or other professional advisor. This Offer Document may not be distributed outside New Zealand

or Australia, except to certain institutional and professional investors in such other countries and to the extent

contemplated in this Offer Document.

ikeGPS Group Limited


2


CONTENTS

IMPORTANT NOTICE 3

PART 1: LETTER FROM THE CHAIR 6

PART 2: OFFER AT A GLANCE 7

PART 3: IMPORTANT DATES 9

PART 4: DETAILS OF THE OFFER 11

PART 5: GLOSSARY 19

PART 6: DIRECTORY 23



3

IMPORTANT NOTICE

GENERAL INFORMATION

The Offer is made under the exclusion in

clause 19 of Schedule 1 of the Financial

Markets Conduct Act 2013 and pursuant to

the provisions of section 708AA of the

Corporations Act 2001 (Cth) (as modified by

ASIC Corporations (Non-Traditional Rights

Issues) Instrument 2016/84, ASIC

Instrument 16-1121, and ASIC Corporations

(Disregarding Technical Relief) Instrument

2016/73.

This Offer Document is not a product

disclosure statement or other disclosure

document for the purposes of the FMCA, the

Corporations Act or any other law, has not

been lodged with the Financial Markets

Authority or ASIC, and does not contain all

of the information that an investor would

find in a product disclosure statement or

other disclosure document, or which may be

required in order to make an informed

investment decision about the Offer or

ikeGPS.

ADDITIONAL INFORMATION AVAILABLE

UNDER IKEGPS’S CONTINUOUS

DISCLOSURE OBLIGATIONS

ikeGPS is subject to continuous disclosure

obligations under the NZX Listing Rules.

You can find market releases by ikeGPS at

nzx.com and at asx.com.au under the code

“IKE”.

ikeGPS may, during the period of the Offer,

make additional releases to the NZX and the

ASX. To the maximum extent permitted by

law, no release by ikeGPS to the NZX or the

ASX will permit an applicant to withdraw any

previously submitted application without

ikeGPS’s prior consent.

OFFERING RESTRICTIONS

This Offer Document does not constitute an

offer, advertisement 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 who is not an Eligible

Shareholder or an Institutional Investor 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 or Australia 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 of

New Zealand or Australia except to

Institutional Investors or as ikeGPS may

otherwise determine in compliance with

applicable laws.

Neither this Offer Document, any

accompanying NZX or ASX announcements,

nor the Entitlement and Acceptance Form

may be released or distributed in the United

States.

This Offer Document, any accompanying

NZX or ASX announcements and the

Entitlement and Acceptance Form do not

constitute an offer to sell, or the solicitation

of an offer to buy, any securities in the

United States or to any person who is acting

for the account or benefit of any person in

the United States (to the extent such person

is acting for the account or benefit of a

person in the United States), or in any other

jurisdiction in which, or to any person to

whom, such an offer would be illegal.

Neither the Entitlements nor the New Shares

have been, or will be, registered under the

US Securities Act of 1933, as amended (US

Securities Act) or the securities laws of any

state or other jurisdiction of the United

States. Accordingly, the Entitlements may

not be issued to, or taken up or exercised

by, and the New Shares may not be offered

or sold, directly or indirectly, in the United

States, or to persons acting for the account

or benefit of a person in the United States

(to the extent such persons hold Existing

Shares and are acting for the account or

benefit of a person in the United States),

except in transactions exempt from, or not

subject to, the registration requirements of

the US Securities Act and the applicable

securities laws of any state or other

jurisdiction of the United States. The

Entitlements and the New Shares to be

offered and sold in the Retail Entitlement

Offer pursuant to this Offer Document may

only be offered and sold and outside the

United States in “offshore transactions” (as


4

defined in Rule 902(h) under the US

Securities Act), in reliance on Regulation S.

Further details on the offering restrictions

that apply are set out in Part Four.

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.

FUTURE PERFORMANCE

This Offer Document includes certain

“forward-looking statements” about ikeGPS

and the environment in which ikeGPS

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, known and

unknown risks and uncertainties and other

factors, many of which are outside of

ikeGPS’s control, and may involve significant

elements of subjective judgement and

assumptions as to future events which may

or may not be correct. A number of

important factors could cause actual results

or performance to differ materially from

forward-looking statements. No assurance

can be given that actual outcomes or

performance will not materially differ from

the forward-looking statements. The

forward-looking statements are based on

information available to ikeGPS as at the

date of this Offer Document. Except as

required by law or regulation (including the

NZX Listing Rules or ASX Listing Rules),

ikeGPS undertakes no obligation to provide

any additional or updated information

whether as a result of new information,

future events or results or otherwise.

CHANGES TO THE OFFER

Subject to the NZX Listing Rules and ASX

Listing Rules, ikeGPS reserves the right to

alter the dates set out in this Offer

Document.

Additionally, ikeGPS reserves the right to

withdraw all or any part of the Offer (either

generally or in particular cases) and the

issue of New Shares at any time before the

Allotment Date at its absolute discretion.

NO GUARANTEE

No guarantee is provided by any person in

relation to the New Shares to be issued

pursuant to 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

or invest in 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 an

investor’s investment objectives, financial

and/or tax position.

PRIVACY

Any personal information provided by

Eligible Shareholders on the Entitlement and

Acceptance Form or via the online

application will be held by ikeGPS or the

Registrar at the addresses set out in the

Directory.

ikeGPS and/or the Registrar may store your

personal information in electronic format,

including in online storage or on a server or

servers which may be located in New

Zealand, Australia or overseas. The

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 or permitted by law.

Under the New Zealand Privacy Act 1993

and the Australian Privacy Act 1988 (Cth),

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

adviser. If you have any questions about

the number of New Shares shown on the

Entitlement and Acceptance Form that

accompanies this Offer Document, or how to

apply online or complete the Entitlement and

Acceptance Form, please contact the

Registrar.


5

DEFINED TERMS

Capitalised terms used in this Offer

Document have the specific meaning given

to them in the Glossary at Part Five of this

Offer Document.





6

PART 1: LETTER FROM THE CHAIR

Dear Shareholder,

On behalf of the directors of ikeGPS I am pleased to offer you the opportunity to participate in the Entitlement

Offer (Offer).


ikeGPS is undertaking this Offer alongside the recently announced $9.8m Institutional Placement. Under the

Offer, Eligible Shareholders have the right to subscribe for 1 new ordinary share for every 7 existing shares

held as at 7.00pm (NZST) / 5.00pm AEST on the Record Date of 30 July 2020, at an issue price of $0.68,

(the same price as the Institutional Placement) without incurring brokerage or other transaction costs.

As disclosed to the market this month, one of the largest communications infrastructure companies in the

United States has recently standardized on the ikeGPS platform for all pole-related 5G and fiber deployment

processes. The funds raised will be used to scale up ikeGPS’s sales and implementation teams to support this

customer and our work with other very large enterprise customers.

The funds raised will also provide funding capacity for potential growth opportunities. This follows our

successful acquisition of certain assets of PowerLine Technology in September 2019, where we extended

the ikeGPS platform offering with the addition of their structural analysis product.

Equity raising

The Offer will be conducted in two parts, an institutional component and a retail component. The institutional

component of the Offer will be conducted on 28 July 2020.

The retail component of the Offer begins on 31 July 2020, and is open to all ikeGPS shareholders with a

registered address in New Zealand on the Record Date of 7.00pm (NZST) / 5.00pm (AEST) Thursday 30 July

2020. To apply for your new Shares, you should complete and return the enclosed Entitlement and

Acceptance Form or apply online at www.ikeshareoffer.co.nz, with accompanying payment allowing sufficient

time for it to be received by the closing date of 5.00pm (NZST) / 3.00pm (AEST) on 11 August 2020. In

addition to being able to take up their Entitlement, Eligible Retail Shareholders may also apply for additional

New Shares not taken up by other Eligible Retail Shareholders up to a maximum of 100% above their pro-

rata entitlement.

Further details about the Offer are included in this booklet. While participation in the Offer is optional, if

Eligible Shareholders choose not to take up their full entitlement via the Offer (or are ineligible to do so),

their proportionate shareholding in ikeGPS will be diluted.

On behalf of the Board, I would like to thank you for your continued support. Our goal is to become the

standard for collecting, analysing and managing pole and overhead asset information for electric utilities and

communications companies, and their engineering service providers. We look forward to continuing this

journey with you as we pursue the next phase of growth.

Yours sincerely,


Rick Christie, Chairman and Independent Director



7

PART 2: OFFER AT A GLANCE

Issuer ikeGPS Group Limited

The Offer A pro rata entitlement offer of 1 New Share for every 7 Existing Shares held by

an Eligible Shareholder at 7:00pm (NZST) or 5:00pm (AEST) on the Record

Date, with fractional entitlements being rounded down to the nearest share. A

shorter than usual offer period will apply to Eligible Institutional Shareholders,

with the Institutional Entitlement Offer taking place over the Business Day the

Offer is announced. If an Eligible Shareholder does not take up all of its

Entitlements, its current shareholding will be diluted as a result of the issue of

New Shares.

New Shares that are attributable to Entitlements that are not taken up by

Eligible Retail Shareholders (together with those attributable to Entitlements of

Ineligible Retail Shareholders) will be offered to Eligible Retail Shareholders

who take up their Entitlements in full, allowing them to subscribe for additional

New Shares up to a maximum of 100% of their Entitlements.

Application Price NZ$0.68 (or the A$ Price) per New Share.

Existing Shares

currently on issue

102,305,189 Existing Shares.

Maximum number of

New Shares being

offered under the

Offer

14,615,027 New Shares (subject to rounding).

Offer size The approximate amount to be raised under the Offer is NZ$9.9 million.

New Shares The same class as, and ranking equally with, Existing Shares.

Eligible Retail

Shareholders

You are an Eligible Retail Shareholder if, as at 7:00pm (NZST) or 5:00pm

(AEST) on the Record Date, you are recorded in ikeGPS’s share register as a

Shareholder and:

(a) your address is shown in ikeGPS’s share register as being in New

Zealand; or

(b) ikeGPS considers, in its discretion, you may be treated as an Eligible

Retail Shareholder,

and you are not in the United States and not acting for the account or benefit

of a person in the United States (or, in the event that you are acting for the

account or benefit of a person in the United States, you are not participating in

the Offer in respect of that person) and you are not an Institutional

Shareholder.

How to apply Eligible Retail Shareholders

Applications must be made:

(a) online at www.ikeshareoffer.co.nz; or

(b) by completing the personalised Entitlement and Acceptance Form and

returning it to the Registrar together with payment.

If a postal application is made please allow plenty of time for it to be received

by us.

Eligible Institutional Shareholders


8

The Lead Manager and/or Co-Manager will contact Eligible Institutional

Shareholders and advise them of the terms and conditions of participation in

the Offer and to confirm their application process.

Underwriting The Offer is fully underwritten by the Underwriter.


9

PART 3: IMPORTANT DATES

INSTITUTIONAL ENTITLEMENT OFFER

This timetable is relevant to participants in the Institutional Entitlement Offer. Eligible Retail Shareholders

should refer to the important dates for the Retail Entitlement Offer set out in the “Retail Entitlement Offer”

table on the following page.

Key Event Date

1


Trading halt commences on the NZX Main Board and

the ASX (pre-market open)

Tuesday 28 July 2020

Institutional Entitlement Offer opens at 9.30am (NZST)

and 7.30am (AEST)

Tuesday 28 July 2020

Institutional Entitlement Offer closes at 8.00pm (NZST)

or 6.00pm (AEST)

Tuesday 28 July 2020

Announce results of Institutional Entitlement Offer

Trading halt lifted on the NZX Main Board and ASX

Record Date 7.00pm (NZST) or 5.00pm (AEST)

Thursday 30 July 2020

Settlement of Institutional Entitlement Offer on ASX Tuesday 4 August 2020

Settlement of Institutional Entitlement Offer on the

NZX Main Board and commencement of trading of

allotted New Shares on the NZX Main Board and ASX


Wednesday 5 August 2020



1

The dates set out in the table above (and any references to them in this Offer Document) are subject to change and are

indicative only. All times and dates refer to NZ standard time (unless otherwise specified). ikeGPS reserves the right to

amend the timetables (including by extending the closing dates for the Offer or accepting late Applications, either generally

or in particular cases) subject to the NZX Listing Rules and ASX Listing Rules. Any extension of the closing dates for the

Offer will have a consequential effect on the issue date of New Shares.


10

RETAIL ENTITLEMENT OFFER

The timetable immediately below is relevant to participants in the Retail Entitlement Offer. Eligible

Institutional Shareholders should refer to the important dates for the Institutional Entitlement Offer set out

in the “Institutional Entitlement Offer” table above.

Key Event Date

2


Record Date 7.00pm (NZST) or 5.00pm (AEST)

Thursday 30 July 2020

Expected dispatch of the Offer Document and

Entitlement and Acceptance Forms

Friday 31 July 2020

Retail Entitlement Offer opens

Friday 31 July 2020

Retail Entitlement Offer closes at 5.00pm (NZST) or

3.00pm (AEST) (last day for online applications, or for

receipt of the Acceptance Form with payment)

Tuesday 11 August 2020

Announce results for Retail Entitlement Offer

Friday 14 August 2020

Settlement of Retail Entitlement Offer on ASX

Tuesday 18 August 2020

Settlement of Retail Entitlement Offer on the NZX Main

Board and commencement of trading of allotted New

Shares on the NZX Main Board

Wednesday 19 August

2020

Despatch of holding statements for New Shares issued

under the Retail Entitlement Offer and commencement

of trading of allotted New Shares on ASX

Thursday 20 August 2020


Applicants are encouraged to submit their personalised Entitlement and Acceptance Forms or apply via the

online application process as soon as possible. No cooling-off rights apply to applications submitted under

the Offer.


2

The dates set out in the table above (and any references to them in this Offer Document) are subject to change and are

indicative only. All times and dates refer to NZ standard time (unless otherwise specified). ikeGPS reserves the right to

amend the timetables (including by extending the closing dates for the Offer or accepting late Applications, either generally

or in particular cases) subject to the NZX Listing Rules and ASX Listing Rules. Any extension of the closing dates for the

Offer will have a consequential effect on the issue date of New Shares.


11

PART 4: DETAILS OF THE OFFER

THE OFFER

The Offer is an offer of New Shares to Eligible Shareholders under a pro rata accelerated non-renounceable

entitlement offer. Under the Offer, Eligible Shareholders are entitled to subscribe for 1 New Share for

every 7 Existing Shares held at 7:00pm (NZST) or 5:00pm (AEST) on the Record Date. The New Shares

will be the same class as, and will rank equally with, Existing Shares which are quoted on the NZX Main

Board and ASX. It is a term of the Offer that ikeGPS will take any necessary steps to ensure that the New

Shares are, immediately after issue, quoted on the NZX Main Board and ASX.

If you are an Eligible Shareholder you may take up all or some of your Entitlements or do nothing with all

or some of your Entitlements. If you are an Eligible Shareholder and you do not take up all of your

Entitlements, your current shareholding will be diluted as a result of the issue of New Shares.

The maximum number of New Shares being offered under the Offer is 14,615,027 New Shares (subject to

rounding). ikeGPS will raise a total of approximately NZ$9.9 million through the Offer, which is fully

underwritten by the Underwriter.

APPLICATION PRICE

The Application Price is NZ$0.68 (or the A$ Price) per New Share.

The A$ Price is A$0.635 per New Share. The A$ Price has been set by ikeGPS taking into account the

NZ$:A$ exchange rate published by the Reserve Bank of New Zealand on its website for Monday 27 July

2020.

The Application Price must be paid in full on application. Payment of the Application Price must be made,

for the Retail Entitlement Offer, together with a completed Entitlement and Acceptance Form delivered

(either by mail, delivery or email) to the Registry in accordance with the instructions set out in the

Entitlement and Acceptance Form or in accordance with the online application process.

If you elect to apply for New Shares using New Zealand Dollars, any New Shares issued to you will be

issued on ikeGPS’s NZX branch register. If you elect to apply for New Shares using the A$ Price, any New

Shares issued to you will be issued on ikeGPS’s ASX branch register.

ikeGPS may accept late applications and application monies, but it has no obligation to do so. ikeGPS may

accept or reject (at its discretion) any Entitlement and Acceptance Form or online application which it

considers is not completed correctly, and may correct any errors or omissions on any Entitlement and

Acceptance Form or the online application.

An application may not be withdrawn without ikeGPS’s prior consent once submitted.

Application monies received will be held in a trust account with the Registry until the corresponding New

Shares are allotted or the application monies are refunded. Interest earned on the application monies will

be for the benefit, and remain the property, of ikeGPS and will be retained by ikeGPS whether or not the

issue of New Shares takes place. Any refunds of application monies (without interest) will be made within

10 Business Days of allotment (or the date that the decision not to accept an application is made, as the

case may be).


12

WITHDRAWAL

Subject to ikeGPS’s compliance with all applicable laws, ikeGPS reserves the right to withdraw the Offer at

any time at its absolute discretion. If any Application is not accepted, all applicable application monies will

be refunded, without interest, to the relevant Shareholder.

OVERVIEW OF THE OFFER

ikeGPS will raise a total of approximately NZ$9.9 million through the Offer, which is fully underwritten by

the Underwriter. The maximum number of New Shares that are being offered under the Offer is

14,615,027 New Shares (subject to rounding).

The Offer comprises the following components:

 the Institutional Entitlement Offer; and

 the Retail Entitlement Offer,

in each case, as described in further detail below.

The Offer is an accelerated non-renounceable entitlement offer, which is made pursuant to a class waiver

by NZX granted 26 March 2020. This means that if you, as an Eligible Shareholder, do not take up your full

Entitlement under the Offer, then your Entitlement will lapse, and you will receive no value for those lapsed

Entitlements. Further, if you do not take up your Entitlement, you will have your percentage holding in

ikeGPS reduced as a result of the Offer.

PURPOSE OF THE OFFER

Funds raised from the Offer will be used to:

 increase ikeGPS’s sales, support and implementation teams to support recent customer wins and a

growing sales pipeline; and

 provide funding capacity for potential growth opportunities.

THE INSTITUTIONAL ENTITLEMENT OFFER

Overview of the Institutional Entitlement Offer

ikeGPS is offering Eligible Institutional Shareholders the opportunity to subscribe for 1 New Share for every

7 Existing Shares held as at 7:00pm (NZST) or 5:00pm (AEST) on the Record Date, at an Application Price

of NZ$0.68 (or the A$ Price). This ratio and the Application Price are the same as for the Retail Entitlement

Offer. The Lead Manager will seek to approach Eligible Institutional Shareholders, who may take up all,

part or none of their Entitlements.

The Institutional Entitlement Offer opens at 9:30 am (NZST) or 7:30 am (AEST) on Tuesday 28 July 2020

and closes at 8.00pm (NZST) or 6.00pm (AEST) on Tuesday 28 July 2020 (subject to ikeGPS’s right to

modify these dates or times).

Entitlements will not be quoted and cannot be traded on the NZX Main Board, the ASX or privately

transferred.

Eligibility under the Institutional Entitlement Offer

The Institutional Entitlement Offer is only open to Eligible Institutional Shareholders. The Underwriter will

determine the Shareholders who will be treated as Eligible Institutional Shareholders for the purpose of

determining the Shareholders to whom an offer of New Shares will be made under the Institutional


13

Entitlement Offer. In exercising their discretion, the Underwriter may have regard to a number of matters,

including legal and regulatory requirements and logistical and registry constraints. The Underwriter will

determine which Shareholders will be treated as Ineligible Institutional Shareholders.

ikeGPS reserves the right to reject any application for New Shares under the Institutional Entitlement Offer

that it considers comes from a person who is not an Eligible Institutional Shareholder.

Acceptance of Entitlement under the Institutional Entitlement Offer

The Lead Manager may seek to contact Eligible Institutional Shareholders to inform them of the terms and

conditions of participation in the Institutional Entitlement Offer and seek confirmation of their Entitlements

under the Offer. Application for New Shares by Eligible Institutional Shareholders (other than Approved US

Shareholders and Approved US Investors) can only be made in accordance with that process.

Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible

Institutional Shareholder is entitled under an Entitlement will, in the case of fractions of New Shares, be

rounded down to the nearest whole number. Applications in excess of an Eligible Institutional Shareholder’s

Entitlement will not be accepted.

New Shares attributable to the Institutional Entitlement Offer not taken up by Eligible Institutional

Shareholders under the Institutional Entitlement Offer and the entitlements of certain Ineligible

Institutional Shareholders may, subject to demand, be allocated to Institutional Investors who participate

in the institutional placement or as ikeGPS and the Underwriter may otherwise agree.

Settlement of the Institutional Entitlement Offer

Settlement of the Institutional Entitlement Offer will occur on the Institutional Settlement Date in

accordance with arrangements advised by the Lead Manager. Each investor remains responsible for

ensuring its own compliance with the Takeovers Code and other applicable legislation.

THE RETAIL ENTITLEMENT OFFER

Overview of the Retail Entitlement Offer

ikeGPS is offering Eligible Retail Shareholders the opportunity to subscribe for 1 New Share for every 7

Existing Shares held as at 7.00pm (NZST) or 5.00pm (AEST) on the Record Date, at an Application Price of

NZ$0.68 (or the A$ Price) per New Share. This ratio and the Application Price are the same as for the

Institutional Entitlement Offer. Eligible Retail Shareholders are sent this Offer Document together with a

personalised Entitlement and Acceptance Form and may take up all, part or none of their Entitlements.

The Retail Entitlement Offer opens on Friday 31 July 2020 and closes at 5.00pm (NZST) or 3.00pm (AEST)

on Tuesday 11 August 2020 (subject to ikeGPS’s right to modify these dates or times).

Entitlements will not be quoted and cannot be traded on the NZX Main Board, the ASX or privately

transferred.

Eligibility under the Retail Entitlement Offer

The Retail Entitlement Offer is only open to Eligible Retail Shareholders.

The Retail Entitlement Offer does not constitute an offer to any person who is not an Eligible Retail

Shareholder (including any Institutional Shareholder or an Ineligible Retail Shareholder). In particular,

Shareholders who are in the United States or who are acting for the account or benefit of persons in the

United States (to the extent such persons are acting for the account or benefit of a person in the United

States) are not eligible to participate in the Retail Entitlement Offer.

Any person allocated New Shares under the Institutional Entitlement Offer does not have any entitlement

to participate in the Retail Entitlement Offer in respect of those New Shares.


14

ikeGPS reserves the right to reject any application for New Shares under the Retail Entitlement Offer that it

considers comes from a person who is not an Eligible Retail Shareholder.

Acceptance of Entitlement under the Retail Entitlement Offer

The Entitlement and Acceptance Form distributed to Eligible Retail Shareholders with this Offer Document

sets out an Eligible Retail Shareholder’s Entitlement to participate in the Retail Entitlement Offer.

Applications for New Shares by Eligible Retail Shareholders can only be made on an original Entitlement

and Acceptance Form sent with this Offer Document or via an online application at

www.ikeshareoffer.co.nz.

Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible

Retail Shareholder is entitled under an Entitlement will, in the case of fractions of New Shares, be rounded

down to the nearest whole number.

Eligible Retail Shareholders are not obliged to subscribe for any or all of the New Shares to which they are

entitled under the Offer. They may take up some or all of their Entitlement or allow some or all of their

Entitlement to lapse.

Any person outside New Zealand who takes up an Entitlement in the Retail Entitlement Offer (and therefore

applies for New Shares) through a New Zealand resident nominee, and their nominee, will be deemed to

have represented and warranted to ikeGPS that the Offer can be lawfully made to their nominee pursuant

to this Offer Document. None of ikeGPS, the Lead Manager, the Co-Manager, the Underwriter, the Registrar

or any of their respective directors, officers, employees, agents, or advisers accept any liability or

responsibility to determine whether a person is eligible to participate in this Offer.

Application to take up additional New Shares in Retail Entitlement Offer

New Shares that are attributable to Entitlements that are not taken up by Eligible Retail Shareholders

(together with those attributable to Entitlements of Ineligible Retail Shareholders) will be offered to Eligible

Retail Shareholders who take up their Entitlements in full.

Eligible Retail Shareholders who have taken up all of their Entitlements in full may apply for these

additional New Shares up to a maximum of 100% of their Entitlements. Eligible Retail Shareholders apply

for these additional New Shares by completing the appropriate section on the Entitlement and Acceptance

Form, or as directed via the online application, and applying for additional New Shares at the Offer Price.

Payment must be made for both your Entitlements and any additional New Shares for which you

wish to apply.

If you elect to apply for your Entitlements using the A$ Price, then any additional New Shares that you are

applying for must also be paid for in Australian dollars at the A$ price.

Allocations and any necessary scaling of additional New Shares applied for by Eligible Retail Shareholders

who take up their Entitlements in full will be determined by ikeGPS and the Lead Manager.

NOMINEES

If you hold Existing Shares as nominee for more than one person, then you may (depending on the nature

of each such person) be an Eligible Institutional Shareholder, Ineligible Institutional Shareholder, Eligible

Retail Shareholder or Ineligible Retail Shareholder with regard to the Entitlement of each such person.

Nominees who hold Shares on behalf of persons in the United States, or who are acting for the account or

benefit of persons in the United States, are not eligible to participate on behalf of those persons.

Notice to nominees and custodians

The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered

addresses in the eligible jurisdictions, irrespective of whether they participated under the Institutional

Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of


15

the beneficiaries on whose behalf they hold existing Shares, provided that the applicable beneficiary would

satisfy the criteria for an Eligible Retail Shareholder.

Nominees and custodians who hold Shares as nominees or custodians will receive a letter from ikeGPS.

Nominees and custodians should consider carefully the contents of that letter and note in particular that

the Retail Entitlement Offer is not available to, and they must not purport to accept the Retail Entitlement

Offer in respect of:

(a) beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an

Eligible Retail Shareholder;

(b) Eligible Institutional Shareholders who received an offer to participate in the Institutional

Entitlement Offer (whether they accepted their Entitlement or not);

(c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional

Entitlement Offer; or

(d) Shareholders who are not eligible under all applicable securities laws to receive an offer under the

Retail Entitlement Offer.

In particular, nominees and custodians who hold Shares on behalf of persons in the United States, or who

are acting for the account or benefit of persons in the United States, are not eligible to participate on behalf

of those persons, and may not take up Entitlements on behalf of, or send any documents relating to the

Retail Entitlement Offer to, any person in the United States.

ikeGPS is not required to determine whether or not any registered holder is acting as a nominee or the

identity or residence of any beneficial owners of Shares or Entitlements. Where any holder is acting as a

nominee for a foreign person, that holder, in dealing with its beneficiary will need to assess whether

indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign

laws. ikeGPS is not able to advise on foreign laws.

OVERSEAS SHAREHOLDERS

The Offer is only open to Eligible Shareholders and persons that ikeGPS is satisfied can otherwise

participate in the Offer in compliance with all applicable laws. ikeGPS has determined that it is

unreasonable to extend the Retail Entitlement Offer to Ineligible Retail Shareholders and the Institutional

Entitlement Offer to Ineligible Institutional Shareholders because of the small number of such

Shareholders, the number and value of Shares that they hold and the cost of complying with the applicable

regulations in jurisdictions outside New Zealand and Australia.

The distribution of this Offer Document (including an electronic copy) outside New Zealand or Australia may

be restricted by law. Any failure to comply with such restrictions may contravene applicable securities law.

ikeGPS and the Underwriter disclaim all liability to such persons.

Nominees and custodians may not distribute any part of this Offer Document, and may not permit any

beneficial shareholder to participate in the Offer who is located, in the United States or any other country

outside New Zealand and Australia except to institutional and professional investors listed in, and to the

extent permitted under, this section.

UNITED STATES

This Offer Document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the

United States, and may not be distributed to any person in the United States. The Entitlements and the

New Shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be

offered or sold in the United States except in transactions exempt from, or not subject to, the registration


16

requirements of the US Securities Act and applicable US state securities laws. The Entitlements and New

Shares offered and sold in the Institutional Entitlement Offer may be offered and sold only (a) in the United

States to Approved US Shareholders and Approved US Investors, and (b) outside the United States in

“offshore transactions” (as defined in Rule 902(h) under Regulation S under the US Securities Act) in

reliance on Regulation S. The Entitlements and New Shares offered and sold in the Retail Entitlement Offer

may not be taken up in the United States or by any person acting for the account or benefit of any person

in the United States (to the extent such person is acting for the account or benefit of a person in the United

States). The Entitlements offered and sold in the Retail Entitlement Offer may only be taken up, and the

New Shares offered and sold in the Retail Entitlement Offer may only be offered and sold, outside the

United States in "offshore transactions" (as defined in Rule 902(h) under the US Securities Act) in reliance

on Regulation S under the US Securities Act.

UNDERWRITING AGREEMENT

ikeGPS has requested the Underwriter to underwrite the Offer and the Underwriter has agreed to do so.

This means that the Underwriter will subscribe at the Application Price for any New Shares that are not

subscribed for by Eligible Shareholders under the Offer in accordance with the terms of the Underwriting

Agreement. A summary of the principal terms of the Underwriting Agreement are set out immediately

below:

 The Underwriter has the power to appoint sub-underwriters.

 The Underwriter will be paid an agreed fee for its services in connection with the placement and the

Offer.

 The Underwriting Agreement contains termination events, representations, warranties and indemnities

that are customary for an offer of this nature.

 The reasons why the Underwriter may terminate its obligations under the Underwriting Agreement

include events which have, or are likely to have, a material adverse effect on ikeGPS, the Shares or the

Offer. These may be as a result of events related to ikeGPS or as a result of external events, such as

material or fundamental changes in financial, economic and political conditions in certain countries or

financial markets.

 ikeGPS has indemnified the Underwriter, its affiliates and related companies and their respective

directors, officers, employees, agents and advisers against certain losses sustained, suffered or

incurred, arising out of or in connection with the placement, the Offer, the allotment of the New Shares

or the Underwriting Agreement.

 For a period commencing on the date of the Underwriting Agreement and ending 90 days after the

Allotment Date for the Retail Entitlement Offer (the Specified Period), ikeGPS and its subsidiaries will

not, without the prior written consent of the Underwriter:

o offer for sale or accept offers for any Shares or other equity securities issued by the Company;

o allot or issue any Shares or other equity securities issued by the Company (whether preferential,

redeemable, convertible or otherwise);

o issue or grant any right or option that entitles the holder to call for the issue of;

o create any debt instrument or other obligation which may be convertible into, exchangeable for, or

redeemable by, the issue of Shares or other equity securities by the Company or that is otherwise

convertible into, exchangeable for or redeemable by the issue of, Shares or other equity securities

by the Company;


17

o create any debt instrument or other obligation which may be convertible into, exchangeable for or

redeemable by, the issue of Shares or other equity securities by the Company;

o otherwise enter into any agreement whereby any person may be entitled to the allotment and

issue of any Shares or other equity securities by the Company; or

o make any announcement of an intention to do any of the foregoing,

other than pursuant to:

o an existing employee incentive scheme, including the issue of further options to directors and

employees of the Company and the issue of Shares upon exercise of any vested options by

directors and employees;

o the consideration and earn out arrangements in relation to the acquisition of PowerLine

Technology Inc. as disclosed to the NZX and ASX on 27 September 2019; or

o the placement or the Offer,

and will carry on its business in the ordinary course and not:

o dispose of or charge, or agree to dispose of or charge, the whole or any substantial part of its

business; or

o enter into any commitment or arrangement which is or may be material in the context of the

Placement and/or the Offer, the underwriting of shortfall Shares or quotation,

except, in each case, as has been fairly disclosed or as disclosed in writing to the Underwriter prior to

the date of the Underwriting Agreement.

TERMS AND RANKING OF NEW SHARES

New Shares will rank equally with, and have the same voting rights, dividend rights and other entitlements

as, Existing Shares in ikeGPS quoted on the NZX Main Board and ASX. Entitlements will not be quoted and

cannot be traded on the NZX Main Board, ASX or privately transferred. It is a term of the Offer that

ikeGPS will take any necessary steps to ensure that the New Shares are, immediately after issue, quoted

on the NZX Main Board and ASX.

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 2020 and does not expect to declare any dividends

during the period ending 31 March 2021.

NZX

The New Shares have been accepted for quotation by NZX and will be quoted on the NZX Main Board upon

completion of allotment procedures. The NZX Main Board is a licensed market under the FMCA. However,

NZX accepts no responsibility for any statement in this Offer Document. It is expected that trading on the

NZX Main Board of the New Shares issued under:

 the Institutional Entitlement Offer will commence on Wednesday 5 August 2020; and

 the Retail Entitlement Offer will commence on Wednesday 19 August 2020.


18

ASX

An application has or will be made to ASX for quotation of the New Shares issued under the Offer and

ikeGPS expects that the New Shares will be quoted upon completion of allotment procedures. It is

expected that trading on ASX of the New Shares issued under:

 the Institutional Entitlement Offer will commence on Wednesday 5 August 2020; and

 the Retail Entitlement Offer will commence on Thursday 20 August 2020.

ASX accepts no responsibility for any statement in this Offer Document. The fact that ASX may approve

the New Shares for quotation is not to be taken in any way as an indication of the merits of ikeGPS.

Holding statements for New Shares allotted under the Offer will be issued and mailed as soon as

practicable after allotment. Applicants under the Offer should ascertain their allocation before trading in the

New Shares. Applicants can do so by contacting the Registrar, whose contact details are set out in the

Directory.

Applicants selling New Shares prior to receiving a holding statement do so at their own risk. No person

accepts any liability or responsibility should any person attempt to sell or otherwise deal with New Shares

before the holding statement showing the number of New Shares allotted to an applicant is received by the

applicant for those New Shares.


19

PART 5: GLOSSARY


Term Definition

A$ Price A$0.635 per New Share.

Allotment Date In respect of the:

(a) Institutional Entitlement Offer, Wednesday 5 August 2020; and

(b) Retail Entitlement Offer, Wednesday 19 August 2020.

Application Price NZ$0.68 (or the A$ Price) per New Share.

Approved US Investor A limited number of persons that are not Shareholders as at the Record

Date that are located in the United States and that ikeGPS and the Lead

Managers have pre-identified (in advance of the Offer) and have

determined to be either: (a) QIBs that are acting for their own account

or for the account or benefit of one or more persons, each of whom is a

QIB; or (b) Eligible US Fund Managers, and in each case whose

participation in the Offer ikeGPS and the Lead Managers have expressly

approved.

Approved US

Shareholder

A limited number of persons that are Shareholders as at the Record Date

and as at the date of 28 July 2020 that are located in the United States

and that ikeGPS and the Lead Managers have pre-identified (in advance

of the Offer) and have determined to be either: (a) QIBs that are acting

for their own account or for the account or benefit of one or more

persons, each of whom is a QIB; or (b) Eligible US Fund Managers, and

in each case whose participation in the Offer ikeGPS and the Lead

Managers have expressly approved.

ASIC

The Australian Securities and Investments Commission.

ASX ASX Limited or the market it operates (as the context requires).

ASX Listing Rules The official listing rules of ASX.

Business Day Has the meaning giving to that term in the NZX Listing Rules.

Co-Manager Forsyth Barr Limited

Corporations Act The Australian Corporations Act 2001 (Cth).


20

Eligible Institutional

Shareholder

A person who, as at 7.00pm (NZST) or 5.00pm (AEST) on the Record

Date, was recorded in ikeGPS’s share register as being a Shareholder

and:

(a) has an address in New Zealand or Australia or is a person who the

Underwriter reasonably believes the Institutional Entitlement Offer

may be made to under all applicable laws without the need for any

registration, lodgement or other formality, and who is not in the

United States and who is not acting for the account or benefit of a

person in the United States, or if a Shareholder is in the United

States that it is Approved US Shareholder or an Approved US

Investor; and

(b) is an Institutional Investor (or the nominee of an Institutional

Investor) and is invited to participate in the Institutional Entitlement

Offer.

Eligible Retail

Shareholder

A person who, as at 7.00pm (NZST) or 5.00pm (AEST) on the Record

Date, was recorded in ikeGPS’s share register as being a Shareholder

and:

(a) whose address is shown in ikeGPS’s share register as being in New

Zealand; or

(b) who the Underwriter otherwise reasonably determines may be

treated as an Eligible Retail Shareholder,

and who is not in the United States and not acting for the account or

benefit of a person in the United States (to the extent such person is

acting for the account or benefit of a person in the United States) and

who is not an Institutional Shareholder.

Eligible Shareholder An Eligible Retail Shareholder or an Eligible Institutional Shareholder.

Eligible US Fund

Manager

A dealer or other professional fiduciary organised or incorporated in the

United States that is acting for a discretionary or similar account (other

than an estate or trust) held for the benefit or account of persons that

are not US Persons for which it has and is exercising investment

discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under

the US Securities Act.

Entitlement A right to subscribe for 1 New Share for every 7 Existing Shares held at

7.00pm (NZST) or 5.00pm (AEST) on the Record Date at the Application

Price, issued pursuant to the Offer.

Entitlement and

Acceptance Form

The personalised entitlement and acceptance form accompanying this

Offer Document for Eligible Retail Shareholders.

Existing Share A Share on issue on the Record Date.

FMCA The Financial Markets Conduct Act 2013.

ikeGPS ikeGPS Group Limited (company number 1292732).

Ineligible

Institutional

Shareholder

A person who, as at 7.00pm (NZST) or 5.00pm (AEST) on the Record

Date, was recorded in ikeGPS’s share register as being a Shareholder

who is not an Institutional Investor but, if the Shareholder’s address was

shown in ikeGPS’s share register as being in New Zealand or Australia ,

would in the reasonable opinion of the Underwriter be an Institutional

Investor.


21

Ineligible Retail

Shareholder

A Shareholder who is not an Institutional Shareholder or an Eligible

Retail Shareholder.

Ineligible Shareholder Shareholders other than Eligible Shareholders.

Institutional

Entitlement Offer

The offer of New Shares to Eligible Institutional Shareholders.

Institutional Investor A person with an address:

(a) in New Zealand, who the Underwriter reasonably believes is a

wholesale investor as defined in the FMCA;

(b) in Australia, who the Underwriters reasonably believe is a "wholesale

client" within the meaning of section 761G of the Corporations Act

and either (i) a "sophisticated investor" within the meaning of

section 708(8) of the Corporations Act, or (ii) a "professional

investor" within the meaning of section 708(11) of the Corporations

Act; or

(c) who the Underwriters reasonably believe the Institutional

Entitlement Offer may be made to under all applicable laws without

the need for any registration, lodgement or other formality,

provided that if such an investor is in the United States or is acting for

the account or benefit of a person in the United States, it is only an

Institutional Investor if it (and any person for whom such person is

acting) is an Approved US Shareholder or an Approved US Investor.

Institutional

Settlement Date

The date of settlement of New Shares under the Institutional Entitlement

Offer, expected to be Tuesday 4 August 2020 on ASX and Wednesday 5

August 2020 on NZX.

Institutional

Shareholder

Eligible Institutional Shareholders and Ineligible Institutional

Shareholders.

Lead Manager Bell Potter Securities Limited ACN 006 390 772

New Share A Share in ikeGPS offered under the Offer of the same class as, and

ranking equally in all respects with, ikeGPS’s quoted Shares at the

Allotment Date.

NZX NZX Limited.

NZX Main Board The main board equity security market operated by NZX.

NZX Listing Rules The 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.

NZX Primary Market

Participant

Any company, firm, organisation, or corporation designated or approved

as a primary market participant from time to time by NZX.

Offer The accelerated non-renounceable entitlement offer of New Shares

detailed in this Offer Document, comprising the Institutional Entitlement

Offer and the Retail Entitlement Offer.

Offer Document This document.


22

QIB A “qualified institutional buyer” as that term is defined in Rule 144A

under the US Securities Act.

Record Date Thursday 30 July 2020.

Registrar Link Market Services Limited.

Retail Entitlement

Offer

The offer of New Shares to Eligible Retail Shareholders.

Share A fully paid ordinary share in ikeGPS.

Shareholder A registered holder of Shares.

Takeovers Code The Takeovers Code set out in the schedule to the Takeovers

Regulations 2000.

Underwriter Bell Potter Securities Limited ACN 006 390 772

US Persons Has the meaning given in Rule 902(k) under the US Securities Act.

US Securities Act The U.S. Securities Act of 1933, as amended.


NOTE:

• All references to time are to New Zealand time unless stated or defined otherwise.

• All references to currency are to New Zealand dollars unless stated or defined otherwise.

• All references to legislation are references to New Zealand legislation unless stated or defined

otherwise.

• This Offer Document, the Offer and any contract resulting from it are governed by the laws of New

Zealand, and each applicant submits to the exclusive jurisdiction of the courts of New Zealand.


23

PART 6: DIRECTORY


ISSUER

ikeGPS Group Limited

Level 7, 186 Willis Street

Te Aro

Wellington 6011

New Zealand


LEGAL ADVISOR

Chapman Tripp

Level 17, Maritime Tower

10 Customhouse Quay

Wellington 6011

New Zealand



LEAD MANAGER AND

UNDERWRITER

Bell Potter Securities Limited

Level 29, 101 Collins Street

Melbourne

VIC 3000

Australia


CO-MANAGER


Forsyth Barr Limited

Level 23, Lumley Centre

88 Shortland Street

PO Box 97

Auckland 1140

New Zealand


If you have any queries about the Entitlements shown on the Entitlement and Acceptance

Form which accompanies this Offer Document, or how to apply online or complete the

Entitlement and Acceptance Form, please contact the Registrar at:

SHARE REGISTRAR

Link Market Services Limited


New Zealand

PO Box 91976

Auckland, 1142

New Zealand


Level 11, Deloitte Centre

80 Queen Street

Auckland 1010

Telephone: +64 9 375 5998

www.linkmarketservices.co.nz

applications@linkmarketservices.com


Australia

Locked Bag A14

Sydney South NSW 1235

Australia


Level 12

680 George Street

Sydney NSW 2000

Telephone: +61 1300 554 474

www.linkmarketservices.com.au

applications@linkmarketservices.com

---

Capital Raising Presentation
Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Glenn Milnes, CEO. glenn.milnes@ikegps.com

July 2020

Important Notice & Disclosure
Disclaimer

This presentation has been prepared by ikeGPSGroup Limited (NZ company number 1292732, ticker IKE (NZX and ASX)) (the “Company”) and is dated [29 July]2020. This presentation has been prepared to

provide: (i) additional comment on the financial performance and strategy of the Company due to the impacts of COVID-19; and (ii) information in relation to the placement and accelerated entitlement offer of new

shares in the Company (the “New Shares”) under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”) andsection 708AA and section 708A of the Corporations Act 2001 (Cth) (as modified

by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Instrument 16-1121) and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73.

Information

This presentation contains summary information about the Company and its activities which is current as at the date of 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 FMCA or a prospectus under the Corporations Act 2001 (Cth). The historical information in this presentation is, or is based upon, information that has been released to NZX Limited (“NZX”) and/or ASX Limited

(“ASX”). This presentation should be read in conjunction with the Company’s annual report, market releases and other periodicand continuous disclosure announcements, which are available at www.nzx.com and

www.asx.com.au or https://ike4.ikegps.com/investor-relations/.

Any decision to acquire New Shares should be made on the basis of the separate offer document to be lodged with NZX (the “Offer Document”). Any Eligible Shareholder who wishes to participate in the offer should

review the Offer Document and apply in accordance with the instructions set out in the Offer Document and Entitlement and Acceptance Form accompanying the Offer Document or as otherwise communicated to the

shareholder. This presentation and the Offer Document do not constitute an offer, advertisement or invitation in any place inwhich, or to any person to whom, it would not be lawful to make such an offer,

advertisement or invitation.

Not financial product advice

This presentation is for information purposes only and is not financial or investment advice or a 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 a financial adviser, 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 should not 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, known and unknown risks and uncertainties and other factors, many of which are outside of the Company’s

control, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. A number of important factors could cause actual results or performance to

differ materially from the forward-looking statements. No assurance can be given that actual outcomes or performance will not materially differ from the forward-looking statements. The forward-looking statements are

based on information available to the Company as at the date of this presentation. Except as required by law or regulation (including the Listing Rules), the Company undertakes no obligation to provide any additional

or updated information whether as a result of new information, future events or results or otherwise.

Non-GAAP financial information

Certain financial information included in this presentation is non-GAAP financial information. This non-GAAP financial information is not audited, and caution should be exercised as other companies may calculate

these measures differently. The non-GAAP financial information includes pro forma financial information to which certain adjustments have been made.

The Company’s financial information has been prepared in accordance with Generally Accepted Accounting Practice. It complies with the New Zealand Equivalents to International Financial Reporting Standards (NZ

IFRS) and other applicable Financial Reporting Standards, as appropriate for profit oriented entities. The Company’s financial statements also comply with International Financial Reporting Standards (IFRS).

Distribution of presentation

This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by the Company of any law. The distribution

of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by law, and persons into whosepossession this presentation comes should observe any such restrictions. Any failure to

comply with such restrictions may violate applicable securities laws. See the “Foreign Selling Restrictions” below. None of the Company, any person named in this presentation or any of their affiliates accept or shall

have any liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction.

Notice

2

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Important Notice & Disclosure (continued)
Foreign Selling Restrictions

This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or

sold, in any country outside NZ except to the extent permitted below.

Australia

This document and the offer of New Shares is only made available in Australia to persons to whom a disclosure document is notrequired to be given under Chapter 6D of the Australian Corporations Act 2001 (Cth)

(“Corporations Act”). This document is not a prospectus, product disclosure statement or any other form of formal “disclosuredocument” for the purposes of the Corporations Act, and is not required to, and does not,

contain all the information which would be required in a disclosure document under the Corporations Act. If you are in Australia, this document is made available to you provided you are a person to whom an offer of

securities can be made without a disclosure document such as a professional investor or sophisticated investor for the purposes of Chapter 6D of the Corporations Act. This document has not been lodged or

registered with the Australian Securities and Investments Commission, ASX Limited and any other regulatory body or agency in Australia to the extent applicable to the Company as a foreign entity admitted as an

ASX Foreign Exempt Listing. The persons referred to in this document may not hold Australian financial services licences and maynot be licensed to provide financial product advice in relation to securities. No

“cooling-off” regime will apply to an acquisition of any interest in the Company. This document does not take into account the investment objectives, financial situation or needs of any particular person. Accordingly,

before making any investment decision in relation to this document, you should assess whether the acquisition of any interestinthe Company is appropriate in light of your own financial circumstances or seek

professional advice.

Not for distribution or release in the United States

This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The Entitlements and

the New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold

in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Currency

All currency amounts in this presentation are in NZ dollars unless stated otherwise.

Disclaimer: To the maximum extent permitted by law, each of the Company, Bell Potter Securities Limited (“Lead Manager”) and Forsyth Barr Limited (“Co-Manager”) and their respective affiliates, related bodies

corporate, directors, officers, partners, employees, agents and advisers disclaim all liability and responsibility (whether in tort (including negligence) or otherwise) for any direct or indirect loss or damage which may be

suffered by any person through use of or reliance on anything contained in, or omitted from, or otherwise arising in connection with this presentation.

None of the Lead Manager, the Co-Manager or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers have authorised, permitted or caused the issue,

submission, dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by

any of them.

The Company, the Lead Manager, the Co-Manager and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers make no representation or warranty, express

or implied, as to the currency, accuracy, reliability or completeness of information in this presentation, or that this presentation contains all material information about the Company and, with regard to the Lead

Manager, the Underwriter, the Co-Manager and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees, shareholders, representatives and agents take no responsibility

for any part of this presentation, the placement or the accelerated entitlement offer.

The Lead Manager, the Co-Manager and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers make no recommendations as to whether you or your related

parties should participate in the placement or accelerated entitlement offer nor do they make any representations or warranties to you concerning the placement or accelerated entitlement offer, and you represent,

warrant and agree that you have not relied on any statements made by the Lead Manager, the Co-Manager or their respective affiliates, related bodies corporate, directors, officers, partners, employees,agents or

advisers in relation to the placement and accelerated entitlement offer and you further expressly disclaim that you are in a fiduciaryrelationship with any of them.

Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice. The Company, Lead Manager, the Co-Manager

and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers disclaim any obligations or undertaking to release any updated or revision to the information in this

Presentation to reflect any change in expectations or assumptions

Determination of eligibility of investors for the purposes of the accelerated entitlement offer is determined by reference toa number of matters, including legal regimes and the discretion of the Lead Manager, and the

Co-Manager. The Company, the Lead Manager, and the Co-Manager disclaim all liability in respect of the exercise of that discretion to the maximum extent permitted by law.

Capitalised terms used in this presentation and not otherwise defined have the specific meaning given to them in the Glossaryatthe back of the Offer Document.

This presentation has been authorised for release to NZX and ASX by the Company’s Board of Directors.

Notice

3

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Executive Summary
➕ikeGPS(“IKE”) is an innovative developer of a technology platform used for the collection, analysis, and management of networks attaching to

power poles in North America

■We have 46 staff today and are headquartered in Colorado, USA

■Our solutions enable power utilities and telecommunications companies (fiber, 5G, phone) to assess and deploy their networks more

quickly, cost efficiently, and safely

■We have a tier-1 client base including AT&T, Verizon, and Crown Castle among others

■We have a Board and executive team with deep industry experience –from AT&T, Vodafone, Cable & Wireless, NBN Co, Tilt, Spark

➕Our products are experiencing organic growth and utilization in the U.S. market:

■We speed up the construction process for network deployments

■Our products save customers money via less field time, and with increased quality and safety

■We are taking advantage of an expected super-cycle of >$350b investment in fiber network and 5G deployment across the U.S. over the

coming 5+ years

■We have “first mover advantage” and network effect potential from our large and high-profile customers

➕Attractive revenue model, high gross margins exceeding 70%, recurring revenues, and significant operating leverage

■Annual subscription revenue comes from customer access to IKE software (cloud and field software) with high gross margin

■Transaction revenue comes from each pole sent for analysis to our IKE Cloud platform (charged per pole) with high gross margin

■Upfront revenue comes from IKE field tools (used for capturing pole information in the field)

■We operate a B2B sales model (14 sales-related staff currently)

■Customers capture their own data using IKE technology -to be sent to the IKE Cloud = low fixed cost base and a scalable front end

Contents

4

ConfidentialConfidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Executive Summary
➕Record performance in all key metrics in FY20 (period ending 31 March 2020)

■Revenue of $9.8m (↑23% prior calendar period (pcp))

■Gross margin of NZ$7.0m (↑30% pcp)

■Operating cash flow of approximately -NZ$1.1m (improvement against -NZ$4.0m pcp)

■Strong balance sheet with net cash and receivables position of NZ$5.8m

■Have experienced only a modest impact from COVID and expect that to be maintained –IKE is an ‘essential business’ in the U.S. and our platform

supports safer, next-generation engineering practices

➕Revenue growth rates are expected to continue, driven by:

■Expecting increased utilization of our platform by existing customers

■Targeting new customer wins from a developed sales pipeline

■Targeted addition of new modules and features to our platform to drive ARPU –via both internal development and acquisition

➕We are seeking to raise NZ$19.7m at NZ$0.68 / A$0.635 per share

■A placement of NZ$9.8m to new and existing investors

■An Accelerated Non-Renounceable Rights Offer on a 1-for-7 basis to existing shareholders to raise NZ$9.9m

■Funds raised will be used to:

■Increase our sales, support, and implementation team due to significant recent customer wins, and targeted future wins

■Provide funding capacity for potential growth opportunities

Contents

5

ConfidentialConfidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Rick Christie / (MSc (Hons) Chemistry)
Chairman and Independent Director

Rick Christie is the former Chairman of Ebos

Group, where he was Chair through much of its

growth to become a >$3B business today. He has

experience on a number ofother major boards,

including TVNZ. Rick was previously CEO of

investment company RangatiraLtd and had 20

years’ executive management experience in the

international oil & gas industry.

Governance Team

A Board with deep industry experience

Board of Directors

Glenn Milnes (MBA (Dist.), BSc (Hons), BPhed)

CEO & Managing Director

Glenn Milnes is the CEO and managing director at

ikeGPS, where he is accountable for the company’s

overall strategy, performance, and growth. Prior to

leading ikeGPS, Glenn previously held senior executive,

strategy and corporate development positions in the

Communications industry with Cable & Wireless

International, and with No. 8 Ventures.

Bill Morrow

Independent Director

Bill currently leads a business-wide strategy initiative at

AT&T, the world’s largest communications company,

reporting to its Chairman & Board. Bill has held positions

including CEO of Vodafone Australia, Vodafone Europe,

President of Vodafone KK Japan, CEO of Pacific Gas and

Electric. Bill was also CEO of NBN co., where he led the

build of Australia’s $40B universal broadband network

that has connected more than 6.5 million homes and

businesses. His Board experience includes as a member

for eight years at Broadcom Inc. (one of the world’s

largest semiconductor businesses) and Openwave.

Dr. Bruce Harker / (PhD Electrical

Engineering, BE (Hons))

Independent Director

Bruce is currently a senior executive of H.R.L.

Morrison and is also Chairman of NZX/ASX listed

Tilt Renewables. Among other directorships, he

was previously Chairman of NZX/ASX listed

Trustpower, deputy Chair of ASX listed Energy

Developments and Chair of the Australian energy

retailer LumoEnergy.

Alex Knowles

Director

Alex has investing and operating experience with international

companies in the information technology and transportation

industries. Based in Los Angeles, He was formerly Chief

Operating Officer of the largest international freight forwarder

and small parcel consolidator in the U.S.

Fred Lax / (MSEE AND BSEE)

Independent Director

Fred Lax is an executive leader with extensive global experience in

the telecommunications industry and related technologies. Based

in California, he is a former director of NASDAQ listed Ikanos

Communications Inc. (acquired by Qualcomm Atheros), and

former Chief Executive Officer and President of NASDAQ listed

TekelecInc.

6

Confidential

Mark Ratcliffe

Independent Director

Mark joined IKE most recently from Chorus, where he was its CEO

leading the deployment of New Zealand’s national fiber network.

Prior to Chorus Mark was CIO and COO of Spark (formerly

Telecom NZ). His other governance roles include as non-executive

director of 2Degrees Mobile and as Chairman of First Gas.

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Executive leadership. Pole experts.
Our team includes a small direct B2B sales team; we sell & deliver directly into the largest infrastructure companies in USA.

Glenn Milnes

Chief Executive Officer & Managing Director

Pole People

Leon Toorenburg

Chief Technology Officer

Chris Birkett

Chief Financial & Operating Officer

Malcolm Young

Senior VP Structural Analysis / Head of PoleForeman

Liz Etzel

Support Lead

Mike McGill

Senior VP, Business Development

Dan McGrady

Director of Customer Success

Sara Deere

Solution Engineering Lead

Blake Collins

Solutions Engineering Manager

Jessica Walker

IKE Analyze Manager

Norwood Keel

Senior VP, Sales

Chris Ronan

Chief Marketing Officer

7

FY20 Performance Summary
Continued growth in revenue and gross margin

1

.

Over 70% of revenue is now from subscription and transaction sources.

* Trends derived from performance over a four-year period shown. Refer to https://ike4.ikegps.com/wp-content/uploads/2020/06/ikeGPS-FY20-financial-results-for-release-final-copy.pdffor more information.

Performance

8

1 (Refer to ASX andNZX announcement dated 29 June 2020 for further information)

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Pole Photos Captured
Poles in IKE Office

2.8 Million

17.7 Million

IKE Users

Companies

305

7,480

Pole Photos Captured –8 Quarters

IKE Analyze Drivers

Rapid growth in utilisationof the IKE platform

With over 17m pole photos captured onto the IKE cloud, and growing every day.

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

9

Proof Points
Our customers are some of the largest telecommunications, electric utility, and engineering service providers in North America.

We have expansion opportunities inside these organizations, and a pipeline of potential new customers.

10

We are working with the biggest names in the business

ConfidentialConfidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Meeting Market Demand
Communication InfrastructureProviders (CIPs / Telco’s)

Applications

+Fibernetwork deployments

+5G network deployments

IKE software

+Brings new networks and services online faster.

+Standardize costs & data across multiple geographic markets.

Market opportunity for IKE

+Bottom up;

-$225m revenue opportunity over 5 years from the largest 15 players in the U.S. (1)

->200 CIPs in the North American market.

+Macro;

->$300B expected investment into fiber networks in the U.S over next 5+ years. (2)

->$50B expected 5G network investment

(1) IKE’s internal estimate.

(2) Deutsche Bank Report, Shining A Light on the Fiber Cycle, October 2017

Electric Utilities

Applications

+Joint-use requests from CIPs

+Network hardening to protect against storm and fire risk.

+In some cases, building their own fibernetworks.

IKE Software

+Increases pole attachment permit requests.

+Standardized process to assess if poles are compromised.

Market opportunity for IKE

+The largest potential market for IKE in the long term;

->3,200 electric utilities in North America

->$750M per annum estimated Total Addressable Market (3)

+IKE expects that this segment will develop more slowly than the CIP and

Engineering Service Provider market

(3)www.statista.com

(4)IKE’s internal estimate

We believe our market opportunity is in two key U.S. segments

Our growth is expected to be highly leveraged to the projected investment super-cycle into fiber and 5G network deployment

over the coming 5+ years by CIPs and utility companies (or their Engineering Service Providers)

Confidential

11

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

We achieve dramatic productivity gains alongside improvements in data quality, field safety, and standardization.
IKE Analyze drivers

12

Why do customers adopt the IKE platform?

Confidential

75%

Reduced

Personnel requiring field visits

0

Zero

revisits to the pole

2x Faster

Improved

workflows from end to end

8x

Reduced

permit request rejections

35% Lower

Costs

Across the pre-construction process

2x Greater

Poles

Analyzed and engineered per day

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Major U.S. infrastructure group standardizes
on the IKE platform

July 2020 Market Announcement

ikeGPS (IKE) announced that one of the largest communications infrastructure companies in the United States has standardizedonthe IKE

platform for all pole-related 5G and fiber deployment processes.

Relating to the announcement, IKE CEO Glenn Milnes, commented.

+We are pleased to be working with this tier-1 infrastructure group. Our objective is to get them to market faster, be it fiber or 5G

construction. For this particular customer, the IKE platform has proven to more than double their pre-construction speeds for network

deployments.

+The expected revenue impact is not yet defined however we believe this will have a positive impact on our financial performance FY21

and beyond, and on our broader position in the North American market.

July 2020 announcement

13

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Our Technology Platform
Built from the ground-up for the collection, analysis and management of poles

Platform

14

ConfidentialConfidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

An end-to-end workflow and revenue model
Basic pole

assessment

Make Ready

Adjustments

Annual subscription

revenue per device in the

field and upfront revenue

for device sales

Pole Load Analysis

(Digital Twin)

IKE Field Tools & Software

IKE Cloud Software

The Pole Analysis Platform

+IKE Report

+PLA Report

+MRA Improvements

+Pass/Fail Maps

+IKE Office Cloud Database

+IKE Photo Records

+Permitting

IKE Analyze solution offering

A combination of cloud based software, field tools, and field software to deliver detailed pole reports to our customers

15

Confidential

Per Pole Analyzed;

Transaction Revenue

Detailed Reports Used By Customers

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Speed of network deployment is the most crucial aspect to customers investing in 5G or Fiber network construction.
Our automated Attachment Permit Applications eliminate manual input errors & dramatically speed time to approval.

Example IKE Solutions Outputs

16

Enabling Faster Permitting

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Many utilities have little visibility as to the condition of poles in the field.
Example IKE Solutions Outputs

17

Photo-Verifiable Accuracy via the IKE Platform

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Pole Loading Analysis
IKE’s PoleForemanproduct is one of four accepted standards for pole analysis as used by the owners of power poles in the U.S.

Pole Loading

Structural integrity

Clearance Analysis

NESC compliance

Example IKE Solutions Outputs

18

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Optimizing Workflow
Management

Example IKE Solutions Outputs

19

Starting with a customer

deliverable and finding

the most efficient way to

define workflows.

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Our customers can use the IKE platform to locate potential sites and plan ahead, ensuring ‘One-Trip to the Field’ efficiency.
Example IKE Solutions Outputs

Data Management to Ensure Quality

20

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Capital Raising Details
Cap Raise Details

21

ConfidentialConfidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Capital Raising Details
Details

22

Use Of Funds

•Increase our sales, support, and implementation team due to significant recent customer win, and potential future wins.

•Provide funding capacity for potential M&A opportunities

Placement

InstitutionalPlacement ofNew Shares to eligible investors raise approximately NZ$9.8 million (A$9.1 million):

•Issue Price of NZ$0.68 (A$0.635) per share

Entitlement Offer

•1 for 7Fully-Underwritten AcceleratedNon-Renounceable Entitlement Offer of New Shares to eligible existing

shareholders to raise approximately NZ$9.9million (A$9.3 million)

•Abilityto accept oversubscriptions of up to 100% of applications

•Issue Price of NZ$0.68 (A$0.635) per share

•Placement shares are not eligible to participate in the EntitlementOffer

Pricing

The Placementand Entitlement Offer Price of NZ$0.68(A$0.635) represents an approximate:

•11.7% discount to the NZX closing price on 27 July 2020

•12.0% discount to the NZX 5-day Volume Weighted Average Price (VWAP) up to and including 27July 2020

LeadManager and Underwriter Bell Potter Securities Limited

NZ Lead Manager Forsyth Barr Limited

Placement and Entitlement Offer to raise approximately NZ$19.7 million (A$18.4 million)

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Indicative Timetable
Timetable

23

EventDate / Time

Trading halt commences on the NZX and ASX(pre-market open) Tuesday 28 July 2020

Announce results of Placement and Institutional Entitlement Offer

Trading halt lifted prior to trading on the NZX and ASX

Thursday 30 July 2020

Entitlement Offer Record Date7.00pm (NZST) or 5.00pm (AEST) Thursday 30 July 2020

Retail Entitlement Offer opensFriday 31 July 2020

Settlement of Placement and Institutional Entitlement Offer on ASXTuesday 4 August 2020

Settlement of Placement and Institutional Entitlement Offer on NZXWednesday 5 August 2020

Allotment of Placement and Institutional Entitlement Offer on ASX and NZXWednesday 5August 2020

Retail Entitlement Offer closesWednesday 5August 2020

Announce results of Retail Entitlement Offer Monday 10 August 2020

Settlement of Retail Entitlement Offer on ASXWednesday 12 August 2020

Settlement of Retail Entitlement Offer on the NZX and commencement of

trading on the NZX

Thursday 13 August 2020

Despatch of holding statements for the Retail Entitlement Offer and

commencement of trading onASX

Friday 14 August 2020

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Key Risks
This section describes the key risks that IKE has identified in connection with the equity raise. IKE considers it important that these key risks, and their

potential effect on the future operating and financial performance of IKE and IKE’s share price, are specifically highlightedtoinvestors in the context of the

equity raise. Like any investment, there are risks associated with an investment in IKE shares. This section does not (and does not purport to) identify all of the

risks related to the future operating and financial performance of IKE, an investment in IKE shares, the equity raise, or general market, industry, regulatory or

legal risks. Some risks may be unknown and other risks, currently considered to be immaterial, could turn out to be material.

Investors should be aware that Covid-19, its effect on the global economy and the actions taken in response by governments, including restrictions on

international and domestic movement, and the effects on the domestic and global economy, may have a material adverse effect on IKE, its financial

performance and share price. It is not currently clear when and to what extent these effects might abate. There may also be further adverse impacts as Covid-

19 continues to affect the world. IKE will continue to respond to the challenges facing it based on the best information available to it at the time, but there is no

certainty as to the severity or likelihood of such impacts arising, nor whether any response by IKE will be effective or can be taken.

In light of the Covid-19 pandemic, extra care should be taken when assessing the risks associated with investment. The rapidly changing Covid-19 situation is

bringing unprecedented challenges to global financial markets, and the economy as a whole. Capital markets have seen equity securities suffer from spikes in

volatility and significant price decline.

Before deciding whether to invest in IKE shares, you must make your own assessment of the risks associated with the investment, including the inherent risks

from investing in shares and the uncertainties due to the impact of Covid-19 noted above, and consider whether such an investment is suitable for you having

regard to all other publicly available information, your personal circumstances and following consultation with your financial and other professional advisers.

Notice

24

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Key Risks (Continued)
Notice

25

Confidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Effect of COVID-19 on

business operations

IKE’s market experienced a substantial slow-down in activity in March and through April due to the uncertainty created by Covid-19. IKE expects its customers and their

operations to be less impacted than many other industries in the short to medium term but there is no guarantee that COVID-19 will not adversely affect activity by IKE

customers and potential customers, which may adversely affect IKE’s operational financial performance.

Repayment of PPP

funding

In May 2020, IKE announced that it had received a loan of approximately $825,000 under the U.S. Federal Government CARES Act PaycheckProtection Program (PPP) via its

bank, Silicon Valley Bank. The PPP authorizes loans through certified financial instructions to “small businesses” –being thosewith less than 500 employees, to continue to

employ and pay their employees during the Covid-19 crisis. A condition of the loan is that the recipient certifies that current economic conditions made the loan necessary to

support the ongoing operations of their business.

Under the PPP structure the loan principal amount is forgivable so long as the proceeds are used to cover payroll costs, rent, and utility costs over the 8-week period after the

loan is made. Loan forgiveness is contingent upon recipients requesting forgiveness, providing supporting documentation, and certifying compliance to the forgiveness

conditions as per the PPP legislation. IKE will request forgiveness of the maximum loan principal amount available under the conditions. Recipients would be responsible to

repay any amount of the loan that is not forgiven. The interest amount is 1% per annum.

Although IKE intends to apply for forgiveness of the PPP loan amount and considers that it meets the criteria for forgiveness, there is no guarantee that such forgiveness will

be granted. If it is not, IKE may have to pay back some or all of the principal amount of PPP loan and service the interest costin the interim.

Effect on operationsThe US continues to be significantly affected by the Covid-19 pandemic and “shelter-at-home” requirements. IKE’s primary operations and business premises are in the US.

All shelter-at-home type orders across the U.S. continue to exempt companies deemed “Critical Businesses” that include IKE and IKE has transitioned its U.S. operation from

a full remote situation to having up to 50% of staff back in its Colorado office, with specific health and safety protocols in place. However, there is no guarantee that

restrictions on IKE’s operations and premises arising as a result of Covid-19 will not adversely IKE’s financial and operationalperformance in the future.

Access to capitalIKE considers that the IKE group has sufficient access to capital. However, if the impacts of Covid-19 result in more adverse outcomes for IKE’s than currently expected,

there is a risk that IKE may have insufficient capital to meet its financial and operational requirements. In that scenario, IKEwould likely look to access additional equity, or

take other measures, to address its expected financial requirements. Taking such steps could have a further adverse effect onIKE’s financial performance, and the

performance of IKE’s share price.

Risks relating to growth

opportunities

IKE’s business strategy involves it continuing to seek growth opportunities, either through its existing operating businessesordirect growth opportunities. The capital raise is

designed to position IKE to access these opportunities. However, current market conditions exacerbate the risks in respect ofexecuting on growth opportunities, including

conducting due diligence, managing regulatory consents, reaching agreement on valuations and integrating growth opportunitiesinto existing businesses. Growth

opportunities may also be more challenging to execute within normal timeframes and normal budgets in the current environment.

Who are focused on:
-Faster network deployments.

-Improving network and data quality.

-Keeping crews out of harm’s way.

-Meeting the demands of regulators.

Thank you...

IKE is Dedicated to Serving

Communications Companies &

Electric Utilities.

IKE is...

26

ConfidentialConfidential –NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

---

100429323/4365246.3
28 July 2020

Client Market Services

NZX Limited

Level 1, NZX Centre

11 Cable Street

Wellington 6011

ASX Limited

525 Collins Street

Melbourne VIC 3000, Australia

NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL

MARKETS CONDUCT REGULATIONS 2014

1 ikeGPS Group Limited (NZX/ASX: IKE) (ikeGPS) has announced that it intends to

undertake a capital raising, comprising:

1.1 a placement of NZ$9.8 million of new fully paid ordinary shares to institutional

and other select investors (Placement); and

1.2 an accelerated entitlement offer of new fully paid ordinary shares, which will

be fully underwritten to raise NZ$9.9 million (the Rights Offer),

each of the same class as already quoted on the NZX Main Board of NZX Limited and

the Australian Securities Exchange Operated by ASX Limited and together, the Offer.

2 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct

Regulations 2014 (FMC Regulations), the Financial Markets Conduct Act 2013

(FMCA) and the Australian Corporations Act 2001 (Cth) (Corporations Act), ikeGPS

states that:

2.1 ikeGPS is making the Offer in reliance upon the exclusion in clause 19 of

Schedule 1 to the FMCA; and

2.2 ikeGPS is giving this notice under:

(a) clause 20(1)(a) of Schedule 8 to the FMC Regulations; and

(b) paragraph 708A(12G) of the Corporations Act, as notionally inserted by

ASIC Instrument 16-1121 and paragraph 2(f) of section 708AA of the

Corporations Act.

3 ikeGPS will issue the relevant securities under the Offer without disclosure to

investors under Part 6D.2 of the Corporations Act.

4 As at the date of this notice:

4.1 ikeGPS is in compliance with the continuous disclosure obligations that apply

to it in relation to ikeGPS’s quoted ordinary shares;

4.2 ikeGPS is in compliance with its financial reporting obligations (as defined in

clause 20(5) of Schedule 8 to the FMC Regulations);


100429323/4365246.3

2

4.3 ikeGPS has complied with its obligations under Rule 1.15.2 of the ASX Listing

Rules; and

4.4 there is no information that is “excluded information” as defined in clause

20(5) of Schedule 8 to the FMC Regulations in respect of ikeGPs.

5 The Offer is not expected to have any effect on the control of ikeGPS within the

meaning set out in clause 48 of Schedule 1 to the FMCA.

This notice has been authorised for release to NZX and ASX by:

Chris Birkett

Level One, 42 Adelaide Road

Mount Cook

Wellington 6021

ikeGPS Group Limited

---

Corporate Action Notice
(Other than for a Distribution)

Updated as at 17 October 2019


Page 1 of 2

Section 1: issuer information (mandatory)

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

X

Call Bonus issue

Record date 30/07/2020

Ex-Date (one business day before the

Record Date)

29/07/2020

Currency NZD

Section 2: Rights issue (delete if not applicable)

Number of Rights to be issued N/A

Number of Financial Products to be

issued under the Rights issue

Approximately 14,615,027 Ordinary Shares (subject

to rounding)

ISIN of Rights Security (if applicable) N/A

Minimum entitlement N/A

Entitlement ratio (for example 1 for 2) New 1 Existing 7

Treatment of fractions Where fractions arise in the calculation of

entitlements, they will be rounded down to the

nearest share.

Subscription price $0.68 per share

Letters of entitlement mailed The Offer Document and Entitlement and

Acceptance Form will be sent to eligible retail

shareholders on or about Friday, 31 July 2020.

Offer close Institutional Entitlement Offer – Tuesday, 28 July

2020

Retail Entitlement Offer – Tuesday, 11 August 2020


2 of 2

Quotation Date

1

(if applicable) N/A

Allotment Date New Shares under the Institutional Entitlement Offer

– Market open on Wednesday 5 August 2020

New Shares under the Retail Entitlement Offer –

Market open on Wednesday 19 August 2020

Section 7: Authority for this announcement (mandatory)

Name of person authorised to make this

announcement

Chris Birkett – Chief Financial Officer

Contact person for this announcement Chris Birkett – Chief Financial Officer

Contact phone number +64 31 442 127

Contact email address chris.birkett@ikegps.com

Date of release through MAP 28/07/2020



1

The Quotation date for Rights will be the Ex Date.

---

This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities


+ See chapter 19 for defined terms

31 January 2020 Page 1

Appendix 3B

Proposed issue of +securities

Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of

+securities other than CDIs, you will need to obtain and provide an International Securities

Identification Number (ISIN) for that class. Similarly, if you are an entity incorporated outside Australia,

the +securities proposed to be issued are in an existing class of +security but the event timetable

includes a period of rights or +deferred settlement trading, you will need to obtain and provide an ISIN

code for the rights and/or the deferred settlement +securities. Further information on the requirement

for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create

the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in

specific notes for certain questions. The balance of the information, where applicable, must be

provided as soon as reasonably practicable by the entity.

1. PART 1 – ENTITY AND ANNOUNCEMENT DETAILS

Question

no

Question Answer

1.1 *Name of entity

We (the entity here named)

give ASX the following

information about a proposed

issue of

+

securities and, if ASX

agrees to

+

quote any of the

+

securities (including any

rights) on a

+

deferred

settlement basis, we agree to

the matters set out in

Appendix 3B of the ASX

Listing Rules

ikeGPS Group Limited (“IKE”)

1.2 *Registration type and number

Please supply your ABN, ARSN,

ARBN, ACN or another registration

type and number (if you supply

another registration type, please

specify both the type of registration

and the registration number).

ABN 615 503 145

1.3 *ASX issuer code IKE

1.4 *This announcement is

Tick whichever is applicable.

☒ A new announcement

☐ An update/amendment to a previous announcement

☐ A cancellation of a previous announcement

1.4a *Reason for update

Mandatory only if “Update” ticked in

Q1.4 above. A reason must be

provided for an update.

N/A

1.4b *Date of previous

announcement to this update

Mandatory only if “Update” ticked in

Q1.4 above.

N/A

1.4c *Reason for cancellation

Mandatory only if “Cancellation” ticked

in Q1.4 above.

N/A


+ See chapter 19 for defined terms

31 January 2020 Page 2

1.4d *Date of previous

announcement to this

cancellation

Mandatory only if “Cancellation” ticked

in Q1.4 above.

N/A

1.5 *Date of this announcement 28 July 2020

1.6 *The proposed issue is:

Note: You can select more than one

type of issue (e.g. an offer of

securities under a securities purchase

plan and a placement, however ASX

may restrict certain events from being

announced concurrently). Please

contact your listing adviser if you are

unsure.

☐ A +bonus issue (complete Parts 2 and 8)

☐ A standard +pro rata issue (non-renounceable or

renounceable) (complete Q1.6a and Parts 3 and 8)

☒ An accelerated offer (complete Q1.6b and Parts 3 and 8)

☐ An offer of +securities under a +securities purchase

plan (complete Parts 4 and 8)

☐ A non-+pro rata offer of +securities under a

+disclosure document or +PDS (complete Parts 5 and 8)

☐ A non-+pro rata offer to wholesale investors under an

information memorandum (complete Parts 6 and 8)

☒ A placement or other type of issue (complete Parts 7 and

8)

1.6a *The proposed standard +pro

rata issue is:

Answer this question if your response

to Q1.6 is “A standard pro rata issue

(non-renounceable or renounceable).”

Select one item from the list

☐ Non-renounceable

☐ Renounceable

1.6b *The proposed accelerated

offer is:

Answer this question if your response

to Q1.6 is “An accelerated offer”

Select one item from the list

☒ Accelerated non-renounceable entitlement offer

(commonly known as a JUMBO or ANREO)

☐ Accelerated renounceable entitlement offer

(commonly known as an AREO)

☐ Simultaneous accelerated renounceable entitlement

offer (commonly known as a SAREO)

☐ Accelerated renounceable entitlement offer with dual

book-build structure (commonly known as a

RAPIDS)

☐ Accelerated renounceable entitlement offer with retail

rights trading (commonly known as a PAITREO)


+ See chapter 19 for defined terms

31 January 2020 Page 3

2. PART 2 – DETAILS OF PROPOSED +BONUS ISSUE

If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be

issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.

Part 2A – Proposed +bonus issue – conditions

Question

No.

Question Answer

2A.1 *Are any of the following approvals required

for the +bonus issue to be unconditional?


+

Security holder approval

• Court approval

• Lodgement of court order with

+

ASIC

• ACCC approval

• FIRB approval

• Another approval/condition external to

the entity.

If any of the above approvals apply to the bonus issue,

they must be obtained before business day 0 of the

timetable. The relevant approvals must be received

before ASX can establish an ex market in the

securities.


2A.1a Conditions

Answer these questions if your response to Q2A.1 is “Yes”.

Select the applicable approval(s) from the list. More than one approval can be selected. The “date for

determination” is the date that you expect to know if the approval is given (for example, the date of the security

holder meeting in the case of security holder approval or the date of the court hearing in the case of court

approval).

*Approval/ condition

Type

*Date for

determination

*Is the date

estimated or

actual?

*Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval. Please advise

before business day 0 of

the Appendix 7A bonus

issue timetable.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)



+ See chapter 19 for defined terms

31 January 2020 Page 4

Part 2B – Proposed +bonus issue - issue details

Question

No.

Question Answer

2B.1 *Class or classes of +securities that will

participate in the proposed +bonus issue

(please enter both the ASX security code &

description)

If more than one class of security will participate in the

proposed bonus issue, make sure you clearly identify

any different treatment between the classes.


2B.2 *Class of +securities that will be issued in

the proposed +bonus issue (please enter

both the ASX security code & description)


2B.3 *Issue ratio

Enter the quantity of additional securities to be issued

for a given quantity of securities held (for example, 1

for 2 means 1 new security issued for every 2 existing

securities held).

Please only enter whole numbers (for example, a

bonus issue of 1 new security for every 2.5 existing

securities held should be expressed as “2 for 5”).


2B.4 *What will be done with fractional

entitlements?

Select one item from the list.


2B.5

*Maximum number of +securities proposed

to be issued (subject to rounding)


Part 2C – Proposed +bonus issue – timetable

Question

No.

Question Answer

2C.1 *+Record date

Record date to identify security holders entitled to

participate in the bonus issue. Per Appendix 7A section

1 the record date must be at least 4 business days

from the announcement date (day 0).


2C.3 *Ex date

Per Appendix 7A section 1 the ex date is one business

day before the record date. This is also the date that

the bonus securities will commence quotation on a

deferred settlement basis.


2C.4 *Record date

Same as Q2C.1 above


2C.5 *+Issue date

Per Appendix 7A section 1 the issue date should be at

least one business day and no more than 5 business

days after the record date (the last day for the entity to

issue the bonus securities and lodge an Appendix 2A

with ASX to apply for quotation of the bonus

securities). Deferred settlement trading will end at

market close on this day.


2C.6 *Date trading starts on a normal T+2 basis

Per Appendix 7A section 1 this is one business day

after the issue date.


+ See chapter 19 for defined terms

31 January 2020 Page 5

2C.7 *First settlement date of trades conducted

on a +deferred settlement basis and on a

normal T+2 basis

Per Appendix 7A section 1 this is two business days

after trading starts on a normal T+2 basis (3 business

days after the issue date).


Part 2D – Proposed +bonus issue – further information

Question

No.

Question Answer

2D.1 *Will holdings on different registers or sub

registers be aggregated for the purposes of

determining entitlements to the +bonus

issue?


2D.1a

Please explain how holdings on different

registers or subregisters will be aggregated

for the purposes of determining entitlements

Answer this question if your response to Q2D.1 is

“Yes”.


2D.2

*Countries in which the entity has +security

holders who will not be eligible to participate

in the proposed +bonus issue

Note: The entity must send each holder to whom it will

not offer the securities details of the issue and advice

that the entity will not offer securities to them (listing

rule 7.7.1(b)).


2D.3 *Will the entity be changing its

dividend/distribution policy as a result of the

proposed +bonus issue


2D.3a

Please explain how the entity will change its

dividend/distribution policy if the proposed

+bonus issue proceeds

Answer this question if your response to Q2D.3 is

“Yes”.


2D.4

*Details of any material fees or costs to be

incurred by the entity in connection with the

proposed +bonus issue


2D.5 Any other information the entity wishes to

provide about the proposed +bonus issue


+ See chapter 19 for defined terms

31 January 2020 Page 6

3. PART 3 – DETAILS OF PROPOSED ENTITLEMENT OFFER

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please

complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B

and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your

response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective

timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.

Part 3A – Proposed entitlement offer – conditions

Question

No.

Question Answer

3A.1 *Are any of the following approvals required

for the entitlement offer to be unconditional?


+

Security holder approval

• Court approval

• Lodgement of court order with

+

ASIC

• ACCC approval

• FIRB approval

• Another approval/condition external to

the entity.

If any of the above approvals apply to the entitlement

offer, they must be obtained before business day 0 of

the timetable. The relevant approvals must be received

before ASX can establish an ex market in the

securities.

No

3A.1a Conditions

Answer these questions if your response to Q3A.1 is “Yes”.

Select the applicable approval(s) from the list. More than one approval can be selected. The “date for

determination” is the date that you expect to know if the approval is given (for example, the date of the security

holder meeting in the case of

+

security holder approval or the date of the court hearing in the case of court

approval).

*Approval/ condition

Type

*Date for

determination

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval. Please advise

before

+

business day 0

of the relevant Appendix

7A entitlement offer

timetable.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)



+ See chapter 19 for defined terms

31 January 2020 Page 7

Part 3B – Proposed standard pro rata issue entitlement offer - offer details

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant

questions in this part.

Question

No.

Question Answer

3B.1 *Class or classes of +securities that will

participate in the proposed entitlement offer

(please enter both the ASX security code &

description)

If more than one class of security will participate in the

proposed entitlement offer, make sure you clearly

identify any different treatment between the classes.


3B.2 *Class of +securities that will be issued in

the proposed entitlement offer (please enter

both the ASX security code & description)


3B.3 *Offer ratio

Enter the quantity of additional securities to be offered

for a given quantity of securities held (for example, 1

for 2 means 1 new security will be offered for every 2

existing securities held).

Please only enter whole numbers (for example, an

entitlement offer of 1 new security for every 2.5 existing

securities held should be expressed as “2 for 5”).


3B.4 *What will be done with fractional

entitlements?

Select one item from the list.


3B.5 *Maximum number of +securities proposed

to be issued (subject to rounding)


3B.6 *Will individual +security holders be

permitted to apply for more than their

entitlement (i.e. to over-subscribe)?


3B.6a *Describe the limits on over-subscription

Answer this question if your response to Q3B.6 is

“Yes”.


3B.7 *Will a scale back be applied if the offer is

over-subscribed?


3B.7a *Describe the scale back arrangements

Answer this question if your response to Q3B.7 is

“Yes”.


3B.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


3B.9 *Has the offer price been determined?

3B.9a *What is the offer price per +security?

Answer this question if your response to Q3B.9 is “Yes”

using the currency specified in your answer to Q3B.8.


3B.9b *How and when will the offer price be

determined?

Answer this question if your response to Q3B.9 is “No”.


+ See chapter 19 for defined terms

31 January 2020 Page 8

Part 3C – Proposed standard pro rata issue – timetable

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant

questions in this part.

Question

No.

Question Answer

3C.1 *+Record date

Record date to identify security holders entitled to

participate in the issue. Per Appendix 7A sections 2

and 3 the record date must be at least 3 business days

from the announcement date (day 0)


3C.2 *Ex date

Per Appendix 7A sections 2 and 3 the Ex Date is one

business day before the record date. For renounceable

issues, this is also the date that rights will commence

quotation on a deferred settlement basis.


3C.3 *Date rights trading commences

For renounceable issues only - this is the date that

rights will commence quotation initially on a deferred

settlement basis


3C.4 *Record date

Same as Q3C.1 above


3C.5

*Date on which offer documents will be sent

to +security holders entitled to participate in

the +pro rata issue

The offer documents can be sent to security holders as

early as business day 4 but must be sent no later than

business day 6. Business day 6 is the last day for the

offer to open.

For renounceable issues, deferred settlement trading in

rights ends at the close of trading on this day. Trading

in rights on a normal (T+2) settlement basis will start

from market open on the next business day (i.e.

business day 7) provided that the entity tells ASX by

12pm Sydney time that the offer documents have been

sent or will have been sent by the end of the day.


3C.6 *Offer closing date

Offers close at 5pm on this day. The date must be at

least 7 business days after the entity announces that

the offer documents have been sent to holders.


3C.7 *Last day to extend the offer closing date

At least 3 business days’ notice must be given to

extend the offer closing date.


3C.8 *Date rights trading ends

For renounceable issues only - rights trading ends at

the close of trading 5 business days before the

applications closing date.


3C.9 *Trading in new +securities commences on

a deferred settlement basis

Non-renounceable issues - the business day after the

offer closing date

Renounceable issues – the business day after the date

rights trading ends


+ See chapter 19 for defined terms

31 January 2020 Page 9

3C.10 *Last day for entity to announce the results

of the offer to ASX, including the number

and percentage of +securities taken up by

existing +security holders and any shortfall

taken up by underwriters or other investors

No more than 3 business days after the offer closing

date


3C.11 *Issue date

Per Appendix 7A section 2 and section 3, the issue

date should be no more than 5 business days after the

offer closes date (the last day for the entity to issue the

securities taken up in the pro rata issue and lodge an

Appendix 2A with ASX to apply for quotation of the

securities). Deferred settlement trading will end at

market close on this day.


3C.12 *Date trading starts on a normal T+2 basis

Per Appendix 7A section 2 and 3 this is one business

day after the issue date.


3C.13

*First settlement date of trades conducted

on a +deferred settlement basis and on a

normal T+2 basis

Per Appendix 7A section 2 and 3 1 this is two business

days after trading starts on a normal T+2 basis (3

business days after the issue date).


Part 3D – Proposed accelerated offer – offer details

Question

No.

Question Answer

3D.1 *Class or classes of +securities that will

participate in the proposed entitlement offer

(please enter both the ASX security code &

description)

If more than one class of security will participate in the

proposed entitlement offer, make sure you clearly

identify any different treatment between the classes.

IKE fully paid ordinary shares

3D.2 *Class of +securities that will issued in the

proposed entitlement offer (please enter

both the ASX security code & description)

IKE fully paid ordinary shares

3D.3 *Has the offer ratio been determined? Yes

3D.3a *Offer ratio

Answer this question if your response to Q3D.3 is

“Yes” or “No”. If your response to Q3D.3 is “No” please

provide an indicative ratio and state as indicative.

Enter the quantity of additional securities to be offered

for a given quantity of securities held (for example, 1

for 2 means 1 new security will be offered for every 2

existing securities held).

Please only enter whole numbers (for example, an

entitlement offer of 1 new security for every 2.5 existing

securities held should be expressed as “2 for 5”).

1 for 7

3D.3b *How and when will the offer ratio be

determined?

Answer this question if your response to Q3D.3 is “No”.

Note that once the offer ratio is determined, this must

be provided via an update announcement.

N/A


+ See chapter 19 for defined terms

31 January 2020 Page 10

3D.4 *What will be done with fractional

entitlements?

Select one item from the list.

☐ Fractions rounded up to the next whole

number

☒ Fractions rounded down to the nearest

whole number or fractions disregarded

☐ Fractions sold and proceeds distributed

☐ Fractions of 0.5 or more rounded up

☐ Fractions over 0.5 rounded up

☐ Not applicable

3D.5 *Maximum number of +securities proposed

to be issued (subject to rounding)

14,615,027

3D.6 *Will individual +security holders be

permitted to apply for more than their

entitlement (i.e. to over-subscribe)?

Yes

3D.6a *Describe the limits on over-subscription

Answer this question if your response to Q3D.6 is

“Yes”.

Eligible Retail Shareholders who have taken

up all of their Entitlements in full may apply

for additional New Shares up to 100% of

their entitlement by completing the

appropriate section as directed via the

online application, and applying for

additional New Shares at the Offer Price.

3D.7 *Will a scale back be applied if the offer is

over-subscribed?

No

3D.7a *Describe the scale back arrangements

Answer this question if your response to Q3D.7 is

“Yes”.

N/A

3D.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.

NZD

3D.9 *Has the offer price for the institutional offer

been determined?

Yes

3D.9a *What is the offer price per +security for the

institutional offer?

Answer this question if your response to Q3D.9 is

“Yes” using the currency specified in your answer to

Q3D.8.

NZD$0.68

3D.9b

*How and when will the offer price for the

institutional offer be determined?

Answer this question if your response to Q3D.9 is “No”.

N/A

3D.9c *Will the offer price for the institutional offer

be determined by way of a bookbuild?

Answer this question if your response to Q3D.9 is “No”.

If your response to this question is “yes”, please note

the information that ASX expects to be announced

about the results of the bookbuild set out in

section 4.12 of Guidance Note 30 Notifying an Issue of

Securities and Applying for their Quotation.

No

3D.9d *Provide details of the parameters that will

apply to the bookbuild for the institutional

offer (e.g. the indicative price range for the

bookbuild)

Answer this question if your response to Q3D.9 is “No”

and your response to Q5B.9c is “Yes”.

N/A


+ See chapter 19 for defined terms

31 January 2020 Page 11

3D.10 *Has the offer price for the retail offer been

determined?

Yes

3D.10a *What is the offer price per +security for the

retail offer?

Answer this question if your response to Q3D.10 is

“Yes” using the currency specified in your answer to

Q3B.8.

NZD$0.68

3D.10b

*How and when will the offer price for the

retail offer be determined?

Answer this question if your response to Q3D.10 is

“No”.

N/A

Part 3E – Proposed accelerated offer – timetable

If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.

Question

No.

Question Answer

3E.1a *First day of trading halt

The entity is required to announce the accelerated offer

and give a completed Appendix 3B to ASX. If the

accelerated offer is conditional on security holder

approval or any other requirement, that condition must

have been satisfied and the entity must have

announced that fact to ASX. An entity should also

consider the rights of convertible security holders to

participate in the issue and what, if any, notice needs

to be given to them in relation to the issue

28 July 2020

3E.1b *Announcement date of accelerated offer 28 July 2020

3E.2

*Trading resumes on an ex-entitlement

basis (ex date)

For JUMBO, ANREO, AREO, SAREO, RAPIDs offers

30 July 2020 on NZX and ASX

3E.3 *Trading resumes on ex-rights basis

For PAITREO offers only


3E.4 *Rights trading commences

For PAITREO offers only


3E.5 *Date offer will be made to eligible

institutional +security holders

28 July 2020

3E.6 *Application closing date for institutional

+security holders

28 July 2020

3E.7 *Institutional offer shortfall book build date

For AREO, SAREO, RAPIDs, PAITREO offers


3E.8

*Announcement of results of institutional

offer

The announcement should be made before the

resumption of trading following the trading halt.

29 July 2020

3E.9 *+Record date

Record date to identify security holders entitled to

participate in the offer. Per Appendix 7A sections 4, 5

and 6 the record date must be at least 2 business days

from the announcement date (day 0).

30 July 2020


+ See chapter 19 for defined terms

31 January 2020 Page 12

3E.10 *Settlement date of new +securities issued

under institutional entitlement offer

If DvP settlement applies, provided the Appendix 2A is

given to ASX before noon (Sydney time) this day,

normal trading in the securities will apply on the next

business day, and if DvP settlement does not apply on

the business day after that.

4 August 2020

3E.11 *+Issue date for institutional +security

holders

5 August 2020

3E.12 *Normal trading of new +securities issued

under institutional entitlement offer

5 August 2020

3E.13 *Date on which offer documents will be sent

to retail +security holders entitled to

participate in the +pro rata issue

The offer documents can be sent to security holders as

early as business day 4 but must be sent no later than

business day 6. Business day 6 is the last day for the

offer to open. For renounceable offers, deferred

settlement trading in rights ends at the close of trading

on this day. Trading in rights on a normal (T+2)

settlement basis will start from market open on the next

business day (i.e. business day 7) provided that the

entity tells ASX by 12pm Sydney time that the offer

documents have been sent or will have been sent by

the end of the day.

31 July 2020

3E.14

*Offer closing date for retail +security

holders

Offers close at 5pm on this day. The date must be at

least 7 business days after the entity announces that

the offer documents have been sent to holders.

11 August 2020

3E.15 *Last day to extend the retail offer closing

date

At least 3 business days’ notice must be given to

extend the offer closing date.


3E.16 *Rights trading end date

For PAITREO offers only


3E.17 *Trading in new +securities commences on

a deferred settlement basis

For PAITREO offers only

The business day after rights trading end date


3E.18 *Entity announces results of the retail offer

to ASX, including the number and

percentage of +securities taken up by

existing retail +security holders

14 August 2020

3E.19 *Bookbuild for any shortfall (if applicable)

For all offers except JUMBO, ANREO


3E.20 *Entity announces results of bookbuild

(including any information about the

bookbuild expected to be disclosed under

section 4.12 of Guidance Note 30)

For all offers except JUMBO, ANREO


3E.21 *+Issue date for retail +security holders

Per Appendix 7A section 2 and section 3, the issue

date should be no more than 5 business days after the

offer closes date. This is the last day for the entity to

issue the securities taken up in the pro rata issue and

lodge an Appendix 2A with ASX to apply for quotation

of the securities. Deferred settlement trading will end at

market close on this day.

19 August 2020


+ See chapter 19 for defined terms

31 January 2020 Page 13

3E.22 *Date trading starts on a normal T+2 basis

For PAITREO offers only

This is one business day after the issue date.


3E.23 *First settlement date of trades conducted

on a +deferred settlement basis and on a

normal T+2 basis

For PAITREO offers only

This is two business days after trading starts on a

normal T+2 basis (3 business days after the issue

date).


Part 3F – Proposed entitlement offer – fees and expenses

Question

No.

Question Answer

3F.1 *Will there be a lead manager or broker to

the proposed offer?

Yes

3F.1a *Who is the lead manager/broker?

Answer this question if your response to Q3F.1 is

“Yes”.

Bell Potter Securities Limited

3F.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q3F.1 is

“Yes”.

Combined fee for acting as lead managers

and underwriters of 5% of the gross

proceeds of the offer

3F.2 *Is the proposed offer to be underwritten? Yes

3F.2a *Who are the underwriter(s)?

Answer this question if your response to Q3F.2 is

“Yes”.

Note for issuers that are an ASX Listing (i.e. not an

ASX Debt Listing or ASX Foreign Exempt Listing): If

you are seeking to rely on listing rule 7.2 exception 2 to

issue the securities without security holder approval

under listing rule 7.1 and without using your placement

capacity under listing rules 7.1 or 7.1A, you must

include the details asked for in this and the next 3

questions.

Bell Potter Securities Limited

3F.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q3F.2 is

“Yes”.

The equity raise will be fully underwritten by

Bell Potter Securities Limited

3F.2c *What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q3F.2 is

“Yes”.

This includes any applicable discount the underwriter

receives to the issue price payable by participants in

the issue.

Combined fee for acting as lead managers

and underwriters of 5% of the gross

proceeds of the offer


+ See chapter 19 for defined terms

31 January 2020 Page 14

3F.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q3F.2 is

“Yes”.

You may cross-refer to a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released on the ASX Market Announcements

Platform.

Refer to the Underwriting Agreement

summary in the Offer Document

3F.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q3F.2 is “Yes”.

N/A

3F.2e(i) *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q3F.2e is “Yes”.

Note: If you are seeking to rely on listing rule 10.12

exception 2 to issue the securities to the underwriter or

sub-underwriter without security holder approval under

listing rule 10.11, you must include the details asked

for in this and the next 2 questions. If there is more

than one party referred to in listing rule 10.11 acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.


3F.2e(ii) *What is the extent of their underwriting or

sub-underwriting (i.e. the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q3F.2e is “Yes”.


3F.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q3F.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


3F.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?

No

3F.3a *Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q3F.3 is

“Yes”.


3F.3b *Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q3F.3 is “Yes”

and your response to Q3F.3a is “dollar based”.


+ See chapter 19 for defined terms

31 January 2020 Page 15

3F.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q3F.3 is “Yes”

and your response to Q3F.3a is “percentage based”.


3F.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q3F.3 is

“Yes”.


3F.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer


Part 3G – Proposed entitlement offer – further information

Question

No.

Question Answer

3G.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed

issue

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☒ Other [provide details below]

Additional details:

IKE will use the proceeds to:

• Increase the sales, support, and

implementation team due to

significant recent customer wins,

and anticipated future wins.

• Provide funding capacity for

potential growth opportunities.


3G.2 *Will holdings on different registers or

subregisters be aggregated for the

purposes of determining entitlements to the

issue?

No

3G.2a *Please explain how holdings on different

registers or subregisters will be aggregated

for the purposes of determining

entitlements.

Answer this question if your response to Q3G.2 is

“Yes”.


3G.3 *Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?

No

3G.3a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q3G.3 is

“Yes”.


+ See chapter 19 for defined terms

31 January 2020 Page 16

3G.4 *Countries in which the entity has +security

holders who will not be eligible to participate

in the proposed issue

For non-renounceable issues (including

accelerated): The entity must send each holder to

whom it will not offer the securities details of the issue

and advice that the entity will not offer securities to

them (listing rule 7.7.1(b)).

For renounceable issues (including accelerated):

The entity must send each holder to whom it will not

offer the securities details of the issue and advice that

the entity will not offer securities to them. It must also

appoint a nominee to arrange for the sale of the

entitlements that would have been given to those

holders and to account to them for the net proceeds of

the sale and advise each holder not given the

entitlements that a nominee in Australia will arrange for

sale of the entitlements and, if they are sold, for the net

proceeds to be sent to the holder (listing rule 7.7.1(b)

and (c)).

All countries except Australia and New

Zealand and such other jurisdictions in

which IKE decides to make offers under

applicable exemptions from the requirement

to issue a prospectus or other disclosure

document in those jurisdictions.

3G.5 *Will the offer be made to eligible

beneficiaries on whose behalf eligible

nominees or custodians hold existing

+securities

No

3G.5a *Please provide further details of the offer to

eligible beneficiaries

Answer this question if your response to Q3G.5 is

“Yes”.

If, for example, the entity intends to issue a notice to

eligible nominees and custodians please indicate here

where it may be found and/or when the entity expects

to announce this information. You may enter a URL.


3G.6 *URL on the entity's website where

investors can download information about

the proposed issue

https://ike4.ikegps.com/investor-relations/

3G.7 Any other information the entity wishes to

provide about the proposed issue

N/A

3G.8

*Will the offer of rights under the rights issue

be made under a disclosure document or

product disclosure statement under Chapter

6D or Part 7.9 of the Corporations Act (as

applicable)?

No


+ See chapter 19 for defined terms

31 January 2020 Page 17

4. PART 4 – DETAILS OF PROPOSED OFFER UNDER +SECURITIES PURCHASE PLAN

If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the

details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable

for securities purchase plans.

Part 4A – Proposed offer under +securities purchase plan – conditions

Question

No.

Question Answer

4A.1

*Are any of the following approvals required

for the offer of +securities under the

+securities purchase plan issue to be

unconditional?


+

Security holder approval

• Court approval

• Lodgement of court order with

+

ASIC

• ACCC approval

• FIRB approval

• Another approval/condition external to

the entity.


4A.1a

Conditions

Answer these questions if your response to 4A.1 is “Yes”.

Select the applicable approval(s) from the list. More than one approval can be selected. The “date for

determination” is the date that you expect to know if the approval is given (for example, the date of the security

holder meeting in the case of

+

security holder approval or the date of the court hearing in the case of court

approval).

*Approval/ condition

Type

*Date for

determination

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)



Part 4B – Proposed offer under +securities purchase plan – offer details

Question

No.

Question Answer

4B.1 *Class or classes of +securities that will

participate in the proposed offer (please

enter both the ASX security code &

description)

If more than one class of security will participate in the

securities purchase plan, make sure you clearly identify

any different treatment between the classes.


4B.2

*Class of +securities to be offered to them

under the +securities purchase plan (please

enter both the ASX security code &

description)


4B.3 *Maximum total number of those +securities

that could be issued if all offers under the

+securities purchase plan are accepted


+ See chapter 19 for defined terms

31 January 2020 Page 18

4B.4 *Will the offer be conditional on applications

for a minimum number of +securities being

received or a minimum amount being raised

(i.e. a minimum subscription condition)?


4B.4a *Describe the minimum subscription

condition

Answer this question if your response to Q4B.4 is

“Yes”.


4B.5

*Will the offer be conditional on applications

for a maximum number of +securities being

received or a maximum amount being

raised (i.e. a maximum subscription

condition)?


4B.5a *Describe the maximum subscription

condition

Answer this question if your response to Q4B.5 is

“Yes”.


4B.6 *Will individual +security holders be

required to accept the offer for a minimum

number or value of +securities (i.e. a

minimum acceptance condition)?


4B.6a

*Describe the minimum acceptance

condition

Answer this question if your response to Q4B.6 is

“Yes”.


4B.7

*Will individual +security holders be limited

to accepting the offer for a maximum

number or value of +securities (i.e. a

maximum acceptance condition)?


4B.7a *Describe the maximum acceptance

condition

Answer this question if your response to Q4B.7 is

“Yes”.


4B.8 *Describe all the applicable parcels

available for this offer in number of

securities or dollar value

For example, the offer may allow eligible holders to

subscribe for one of the following parcels: $2,500,

$7,500, $10,000, $15,000, $20,000, $30,000.


4B.9 *Will a scale back be applied if the offer is

over-subscribed?


4B.9a *Describe the scale back arrangements

Answer this question if your response to Q4B.9 is

“Yes”.


4B.10 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


4B.11 *Has the offer price been determined?

4B.11a *What is the offer price per +security?

Answer this question if your response to Q4B.11 is

“Yes” using the currency specified in your answer to

Q4B.9.


+ See chapter 19 for defined terms

31 January 2020 Page 19

4B.11b *How and when will the offer price be

determined?

Answer this question if your response to Q4B.11 is

“No”.


Part 4C – Proposed offer under +securities purchase plan – timetable

Question

No.

Question Answer

4C.1 *Date of announcement of +security

purchase plan

The announcement of the security purchase plan must

be made prior to the commencement on trading on the

announcement date.


4C.2 *+Record date

This is the date to identify security holders who may

participate in the security purchase plan. Per Appendix

7A section 12 of the Listing Rules, this day is one

business day before the entity announces the security

purchase plan.

Note: the fact that an entity's securities may be in a

trading halt or otherwise suspended from trading on

this day does not affect this date being the date for

identifying which security holders may participate in the

security purchase plan.


4C.3 *Date on which offer documents will be

made available to investors


4C.4 *Offer open date

4C.5 *Offer closing date

4C.6 *Announcement of results

Per Appendix 7A section 12 of the Listing Rules, the

entity should announce the results of the security

purchase plan no more than 3 business days after the

offer closing date


4C.7 *+Issue date

Per Appendix 7A section 12 of the Listing Rules, the

last day for the entity to issue the securities purchased

under the plan is no more than 7 business days after

the closing date. The entity should lodge an Appendix

2A with ASX applying for quotation of the securities

before 12pm Sydney time on this day


+ See chapter 19 for defined terms

31 January 2020 Page 20

Part 4D – Proposed offer under +securities purchase plan – listing rule requirements

Question

No.

Question Answer

4D.1

*Does the offer under the +securities

purchase plan meet the requirements of

listing rule 7.2 exception 5 that:

• the number of +securities to be issued is

not greater than 30% of the number of

fully paid +ordinary securities already on

issue; and

• the issue price of the +securities is at

least 80% of the +volume weighted

average market price for +securities in

that +class, calculated over the last 5

days on which sales in the +securities

were recorded, either before the day on

which the issue was announced or before

the day on which the issue was made?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).


4D.1a *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q4D.1 is “No”.


4D.1a(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity’s 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing,

your response to Q4D.1 is “No” and your response to

Q4D.1a is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.


4D.1b *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing and

your response to Q4D.1 is “No”.


4D.1b(i)

*How many +securities are proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q4D.1 is “No” and your response to

Q4D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.


+ See chapter 19 for defined terms

31 January 2020 Page 21

Part 4E – Proposed offer under +securities purchase plan – fees and expenses

Question

No.

Question Answer

4E.1

*Will there be a lead manager or broker to

the proposed offer?


4E.1a *Who is the lead manager/broker?

Answer this question if your response to Q4E.1 is

“Yes”.


4E.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q4E.1 is

“Yes”.


4E.2 *Is the proposed offer to be underwritten?

4E.2a *Who are the underwriter(s)?

Answer this question if your response to Q4E.2 is

“Yes”.

Note for issuers that are an ASX Listing (i.e. not an

ASX Debt Listing or ASX Foreign Exempt Listing):

listing rule 7.2 exception 5 does not extend to an issue

of securities to or at the direction of an underwriter of

an SPP. The issue will require security holder approval

under listing rule 7.1 if you do not have the available

placement capacity under listing rules 7.1 and/or 7.1A

to cover the issue. Likewise, listing rule 10.12

exception 4 does not extend to an issue of securities to

or at the direction of an underwriter of an SPP. If a

party referred to in listing rule 10.11 is underwriting the

proposed offer, this will require security holder approval

under listing rule 10.11.


4E.2b

*What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q4E.2 is

“Yes”.


4E.2c

*What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q4E.2 is

“Yes”.

This information includes any applicable discount the

underwriter receives to the issue price payable by

participants in the issue.


4E.2d

*Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q4E.2 is

“Yes”.

You may cross-refer to a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released on the ASX Market Announcements

Platform.


+ See chapter 19 for defined terms

31 January 2020 Page 22

4E.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q4E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11. Listing rule

10.12 exception 4 does not extend to an issue of

securities to an underwriter or sub-underwriter of an

SPP.


4E.2e(i) *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q4E.2e is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.


4E.2e(ii) *What is the extent of their underwriting or

sub-underwriting (i.e. the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q4E.2e is “Yes”.


4E.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q4E.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


4E.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?


4E.3a *Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q4E.3 is

“Yes”.


4E.3b

*Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q4E.3 is “Yes”

and your response to Q4E.3a is “dollar based”.


4E.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q4E.3 is “Yes”

and your response to Q4E.3a is “percentage based”.


4E.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q4E.3 is

“Yes”.


4E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer


+ See chapter 19 for defined terms

31 January 2020 Page 23

Part 4F – Proposed offer under +securities purchase plan – further information

Question

No.

Question Answer

4F.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed

issue

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☐ Other [provide details below]

Additional details:



4F.2 *Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?


4F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q4F.2 is

“Yes”.


4F.3 *Countries in which the entity has +security

holders who will not be eligible to participate

in the proposed offer


4F.4 *URL on the entity's website where

investors can download information about

the proposed offer


4F.5

Any other information the entity wishes to

provide about the proposed offer


+ See chapter 19 for defined terms

31 January 2020 Page 24

5. PART 5 – DETAILS OF PROPOSED NON-PRO RATA OFFER UNDER A +DISCLOSURE

DOCUMENT OR +PDS

If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A –

5F and the details of the securities proposed to be issued in Part 8. Refer to Listing Rule 7.10 for the rules that apply to non-pro

rata issues to existing security holders.

Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS –

conditions

Question

No.

Question Answer

5A.1 *Are any of the below approvals required for

the non-pro rata offer of +securities under a

+disclosure document or + PDS?


+

Security holder approval

• Court approval

• Lodgement of court order with

+

ASIC

• ACCC approval

• FIRB approval

• Another approval/condition external to

the entity.


5A.1a Conditions

Answer these questions if your response to 5A.1 is “Yes”.

Select the applicable approval(s) from the list. More than one approval can be selected. The “date for

determination” is the date that you expect to know if the approval is given (for example, the date of the security

holder meeting in the case of

+

security holder approval or the date of the court hearing in the case of court

approval).

*Approval/ condition

Type

*Date for

determination

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)




Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS –

offer details

Question

No.

Question Answer

5B.1

*Class of +securities to be offered under the

+disclosure document or +PDS (please

enter both the ASX security code &

description)


+ See chapter 19 for defined terms

31 January 2020 Page 25

5B.2 *The number of +securities to be offered

under the +disclosure document or +PDS


5B.3 *Will the offer be conditional on applications

for a minimum number of +securities being

received or a minimum amount being raised

(i.e. a minimum subscription condition)?


5B.3a *Describe the minimum subscription

condition

Answer this question if your response to Q5B.3 is

“Yes”.


5B.4 *Will the entity be entitled to accept over-

subscriptions?


5B.4a *Provide details of the number or value of

over-subscriptions that the entity may

accept

Answer this question if your response to Q5B.4 is

“Yes”.


5B.5 *Will individual investors be required to

accept the offer for a minimum number or

value of +securities (i.e. a minimum

acceptance condition)?


5B.5a

*Describe the minimum acceptance

condition

Answer this question if your response to Q5B.5 is

“Yes”.


5B.6 *Will individual investors be limited to

accepting the offer for a maximum number

or value of +securities (i.e. a maximum

acceptance condition)?


5B.6a *Describe the maximum acceptance

condition

Answer this question if your response to Q5B.6 is

“Yes”.


5B.7 *Will a scale back be applied if the offer is

over-subscribed?


5B.7a *Describe the scale back arrangements

Answer this question if your response to Q5B.7 is

“Yes”.


5B.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


5B.9 *Has the offer price been determined?

5B.9a *What is the offer price per +security?

Answer this question if your response to Q5B.9 is “Yes”

using the currency specified in your answer to Q5B.8.


5B.9b

*How and when will the offer price be

determined?

Answer this question if your response to Q5B.9 is “No”.


+ See chapter 19 for defined terms

31 January 2020 Page 26

5B.9c *Will the offer price be determined by way of

a bookbuild?

Answer this question if your response to Q5B.9 is “No”.

If your response to this question is “yes”, please note

the information that ASX expects to be announced

about the results of the bookbuild set out in

section 4.12 of Guidance Note 30 Notifying an Issue of

Securities and Applying for their Quotation.


5B.9d *Provide details of the parameters that will

apply to the bookbuild (e.g. the indicative

price range for the bookbuild)

Answer this question if your response to Q5B.9 is “No”

and your response to Q5B.9c is “Yes”.


Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS –

timetable

Question

No.

Question Answer

5C.1 *Lodgement date of +disclosure document

or +PDS with ASIC

Note: If the securities are to be quoted on ASX, you

must lodge an Appendix 2A Application for Quotation

of Securities with ASX within 7 days of this date.


5C.2 *Date when +disclosure document or +PDS

and acceptance forms will be made

available to investors


5C.3 *Offer open date

5C.4 *Closing date for receipt of acceptances

5C.6 *Proposed +issue date

Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS –

listing rule requirements

Question

No.

Question Answer

5D.1

*Has the entity obtained, or is it obtaining,

+security holder approval for the issue

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).


5D.1a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the issuer is an ASX Listing and

your response to Q5D.1 is “Yes”.


5D.1b *Are any of the +securities proposed to be

issued without +security holder approval

using the entity’s 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q5D.1 is “No”.


+ See chapter 19 for defined terms

31 January 2020 Page 27

5D.1b(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing,

your response to Q5D.1 is “No” and your response to

Q5D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.


5D.1c *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing and

your response to Q5D.1 is “No”.


5D.1c(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity’s additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q5D.1 is “No” and your response to

Q5D.1c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.


Part 5E – Proposed non-pro rata offer under a disclosure document or PDS – fees

and expenses

Question

No.

Question Answer

5E.1

*Will there be a lead manager or broker to

the proposed offer?


5E.1a *Who is the lead manager/broker?

Answer this question if your response to Q5E.1 is

“Yes”.


5E.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q5E.1 is

“Yes”.


5E.2 *Is the proposed offer to be underwritten?

5E.2a *Who are the underwriter(s)?

Answer this question if your response to Q5E.2 is

“Yes”.


5E.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q5E.2 is

“Yes”.


+ See chapter 19 for defined terms

31 January 2020 Page 28

5E.2c *What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q5E.2 is

“Yes”.

Note: This includes any applicable discount the

underwriter receives to the issue price payable by

participants in the offer.


5E.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q5E.2 is

“Yes”.

You may cross-refer to another document with this

information provided it has been released on the ASX

Market Announcements Platform.


5E.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q5E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.


5E.2e(i) *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q5E.2e is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.


5E.2e(ii) *What is the extent of their underwriting or

sub-underwriting (ie the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q5E.2e is “Yes”.


5E.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q5E.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


5E.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?


5E.3a * Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q5E.3 is

“Yes”.


5E.3b *Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q5E.3 is “Yes”

and your response to Q5E.3a is “dollar based”.


+ See chapter 19 for defined terms

31 January 2020 Page 29

5E.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q5E.3 is “Yes”

and your response to Q5E.3a is “percentage based”.


5E.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q5E.3 is

“Yes”.


5E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer


Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS –

further information

Question

No.

Question Answer

5F.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed offer

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☐ Other [provide details below]

Additional details:



5F.2 *Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?


5F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q5F.2 is

“Yes”.


5F.3 *Please explain the entity’s allocation policy

for the offer, including whether or not

acceptances from existing +security holders

will be given priority


5F.4 *URL on the entity’s website where

investors can download the +disclosure

document or +PDS


5F.5 Any other information the entity wishes to

provide about the proposed offer


+ See chapter 19 for defined terms

31 January 2020 Page 30

6. PART 6 – DETAILS OF PROPOSED NON-PRO RATA OFFER TO WHOLESALE

INVESTORS UNDER AN +INFORMATION MEMORANDUM

If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete

Parts 6A – 6F and the details of the securities proposed to be issued in Part 8. Refer to Listing Rule 7.10 for the rules that apply

to non-pro rata issues to existing security holders.

Part 6A – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – conditions

Question

No.

Question Answer

6A.1 *Are any of the below approvals required for

the non-pro rata offer to wholesale investors

under an information memorandum issue?


+

Security holder approval

• Court approval

• Lodgement of court order with

+

ASIC

• ACCC approval

• FIRB approval

• Another approval/condition external to

the entity required to be given/met for

the offer to wholesale investors under

an information memorandum issue.


6A.1a Conditions

Answer these questions if your response to 6A.1 is Yes

Select the applicable approvals from the list. More than one approval can be selected. The “date for

determination” is the date that you expect to know if the approval is given (for example, the date of the security

holder meeting in the case of

+

security holder approval or the date of the court hearing in the case of court

approval).

*Approval/ condition

Type

*Date for

determination

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)



Part 6B – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – offer details

Question

No.

Question Answer

6B.1 *Class of +securities to be offered under the

+information memorandum (please enter

both the ASX security code & description)


+ See chapter 19 for defined terms

31 January 2020 Page 31

6B.2 *The number of +securities to be offered

under the +information memorandum


6B.3 *Will the offer be conditional on applications

for a minimum number of +securities being

received or a minimum amount being raised

(i.e. a minimum subscription condition)?


6B.3a *Describe the minimum subscription

condition

Answer this question if your response to Q6B.3 is

“Yes”.


6B.4 *Will the entity be entitled to accept over-

subscriptions?


6B.4a *Provide details of the number or value of

over-subscriptions that the entity may

accept

Answer this question if your response to Q6B.4 is

“Yes”.


6B.5 *Will individual investors be required to

accept the offer for a minimum number or

value of +securities (i.e. a minimum

acceptance condition)?


6B.5a

*Describe the minimum acceptance

condition

Answer this question if your response to Q6B.5 is

“Yes”.


6B.6 *Will individual investors be limited to

accepting the offer for a maximum number

or value of +securities (i.e. a maximum

acceptance condition)?


6B.6a *Describe the maximum acceptance

condition

Answer this question if your response to Q6B.6 is

“Yes”.


6B.7 *Will a scale back be applied if the offer is

over-subscribed?


6B.7a *Describe the scale back arrangements

Answer this question if your response to Q6B.7 is

“Yes”.


6B.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


6B.9 *Has the offer price been determined?

6B.9a *What is the offer price per +security?

Answer this question if your response to Q6B.9 is “Yes”

using the currency specified in your answer to Q6B.8.


6B.9b

*How and when will the offer price be

determined?

Answer this question if your response to Q6B.9 is “No”.


+ See chapter 19 for defined terms

31 January 2020 Page 32

6B.9c *Will the offer price be determined by way of

a bookbuild?

Answer this question if your response to Q6B.9 is “No”.

If your response to this question is “yes”, please note

the information that ASX expects to be announced

about the results of the bookbuild set out in

section 4.12 of Guidance Note 30 Notifying an Issue of

Securities and Applying for their Quotation.


6B.9d *Provide details of the parameters that will

apply to the bookbuild (e.g. the indicative

price range for the bookbuild)

Answer this question if your response to Q6B.9 is “No”

and your response to Q6B.9c is “Yes”.


Part 6C – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – timetable

Question

No.

Question Answer

6C.1 *Expected date of +information

memorandum


6C.2 *Date when +information memorandum and

acceptance forms will be made available to

investors


6C.3 *Offer open date

6C.4 *Closing date for receipt of acceptances

6C.6 *Proposed +Issue date

Part 6D – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – listing rule requirements

Question

No.

Question Answer

6D.1

*Has the entity obtained, or is it obtaining,

+security holder approval for the issue

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).


6D.1a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the issuer is an ASX Listing and

your response to Q6D.1 is “Yes”.


6D.1b *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q6D.1 is “No”.


+ See chapter 19 for defined terms

31 January 2020 Page 33

6D.1b(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing,

your response to Q6D.1 is “No” and your response to

Q6D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.


6D.1c *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing

your response to Q6D.1 is “No”.


6D.1c(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q6D.1 is “No” and your response to

Q6D.1c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.


Part 6E – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – fees and expenses

Question

No.

Question Answer

6E.1

*Will there be a lead manager or broker to

the proposed offer?


6E.1a *Who is the lead manager/broker?

Answer this question if your response to Q6E.1 is

“Yes”.


6E.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q6E.1 is

“Yes”.


6E.2 *Is the proposed offer to be underwritten?

6E.2a *Who are the underwriter(s)?

Answer this question if your response to Q6E.2 is

“Yes”.


6E.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q6E.2 is Yes


+ See chapter 19 for defined terms

31 January 2020 Page 34

6E.2c *What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q6E.2 is

“Yes”.

Note: This includes any applicable discount the

underwriter receives to the issue price payable by

participants in the issue.


6E.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q6E.2 is

"Yes”.

You may cross-refer to another document with this

information provided it has been released on the ASX

Market Announcements Platform.


6E.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing and

your response to Q6E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.


6E.2e(i) *What is the name of that party?

Answer this question if the issuer is ASX Listing and

your response to Q6E.2e is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions


6E.2e(ii) *What is the extent of their underwriting or

sub-underwriting (ie the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q6E.2e is “Yes”.


6E.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is ASX Listing and

your response to Q6E.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


6E.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?


6E.3a

* Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q6E.3 is

“Yes”.


6E.3b *Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q6E.3 is “Yes”

and your response to Q6E.3a is “dollar based”.


+ See chapter 19 for defined terms

31 January 2020 Page 35

6E.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q6E.3 is “Yes”

and your response to Q6E.3a is “percentage based”.


6E.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q6E.3 is

“Yes”.


6E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer


Part 6F – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – further information

Question

No.

Question Answer

6F.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed offer

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☐ Other [provide details below]

Additional details:



6F.2 *Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?


6F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q6F.2 is

“Yes”.


6F.3 *The entity’s allocation policy for the offer,

including whether or not acceptances from

existing +security holders will be given

priority


6F.4 *URL on the entity’s website where

wholesale investors can download the

+information memorandum


6F.5 Any other information the entity wishes to

provide about the proposed offer


+ See chapter 19 for defined terms

31 January 2020 Page 36

7. PART 7 – DETAILS OF PROPOSED PLACEMENT OR OTHER ISSUE

If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities

proposed to be issued in Part 8.

Part 7A – Proposed placement or other issue – conditions

Question

No.

Question Answer

7A.1 *Are any of the following approvals required

for the placement or other type of issue?


+

Security holder approval

• Court approval

• Lodgement of court order with

+

ASIC

• ACCC approval

• FIRB approval

• Another approval/condition external to

the entity.

No

7A.1a Conditions

Answer these questions if your response to 7A.1 is “Yes”.

Select the applicable approval(s) from the list. More than one approval can be selected. The “date for

determination” is the date that you expect to know if the approval is given (for example, the date of the security

holder meeting in the case of

+

security holder approval or the date of the court hearing in the case of court

approval).

*Approval/ condition

Type

*Date for

determination

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please answer “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)



Part 7B – Details of proposed placement or other issue - issue details

Question

No.

Question Answer

7B.1 Number of +securities proposed to be

issued

[14,348,363]

7B.2 *Are the +securities proposed to be issued

being issued for a cash consideration?

If the securities are being issued for nil cash consideration, answer

this question “No”.

Yes


+ See chapter 19 for defined terms

31 January 2020 Page 37

7B.2a *In what currency is the cash consideration

being paid

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Answer this question if your response to Q7B.1 is

“Yes”.

NZD

7B.2b *What is the issue price per +security

Answer this question if your response to Q7B.1 is “Yes”

and by reference to the issue currency provided in your

response to Q7B.1a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q7B.1 as “No” and complete Q7B.1c.

NZD$[0.68]

7B.2c Please describe the consideration being

provided for the +securities

Answer this question if your response to Q7B.1 is “No”.

N/A

7B.2d Please provide an estimate of the AUD

equivalent of the consideration being

provided for the +securities

Answer this question if your response to Q7B.1 is “No”.

N/A

Part 7C – Proposed placement or other issue – timetable

Question

No.

Question Answer

7C.1 *Proposed +issue date 5 August 2020

Part 7D – Proposed placement or other issue – listing rule requirements

Question

No.

Question Answer

7D.1 *Has the entity obtained, or is it obtaining,

+security holder approval for the issue

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).

N/A

7D.1a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the issuer is an ASX Listing and

your response to Q7D.1 is “Yes”.

N/A

7D.1b

*Are any of the +securities proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q7D.1 is “No”.

N/A


+ See chapter 19 for defined terms

31 January 2020 Page 38

7D.1b(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity’s 15% placement capacity

under listing rule 7.1?

Answer this question the issuer is an ASX Listing, your

response to Q7D.1 is “No” and if your response to

Q7D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.

N/A

7D.1c *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing and

your response to Q7D.1 is “No”.

N/A

7D.1c(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q7D.1 is “No” and your response to

Q7D.1c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.

N/A

7D.1c(ii) *Please explain why the entity has chosen

to do a placement or other issue rather than

a +pro rata issue or an offer under a

+security purchase plan in which existing

ordinary +security holders would have been

eligible to participate

Answer this question if the issuer is an ASX Listing,

your response to Q7D.1 is “No” and your response to

Q7D.1c is “Yes”.

N/A

7D.2 *Is a party referred to in listing rule 10.11.1

participating in the proposed issue?

Answer this question if the issuer is an ASX Listing.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.

N/A

7D.3 *Will any of the +securities to be issued be

+restricted securities for the purposes of the

listing rules?

Note: the entity should not apply for quotation of

restricted securities

No

7D.3a *Please enter, the number and +class of the

+restricted securities and the date from

which they will cease to be +restricted

securities

Answer this question if your response to Q7D.3 is

“Yes”.

N/A

7D.4 *Will any of the +securities to be issued be

subject to +voluntary escrow?

No


+ See chapter 19 for defined terms

31 January 2020 Page 39

7D.4a *Please enter the number and +class of the

+securities subject to +voluntary escrow

and the date from which they will cease to

be subject to +voluntary escrow

Answer this question if your response to Q7D.4 is

“Yes”.

N/A

Part 7E – Proposed placement or other issue – fees and expenses

Question

No.

Question Answer

7E.1 *Will there be a lead manager or broker to

the proposed issue?

Yes

7E.1a *Who is the lead manager/broker?

Answer this question if your response to Q7E.1 is

“Yes”.

Bell Potter Securities Limited

7E.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q7E.1 is

“Yes”.

Management fee of 3% of the gross

proceeds of the placement

7E.2 *Is the proposed issue to be underwritten? No

7E.2a *Who are the underwriter(s)?

Answer this question if your response to Q7E.2 is

“Yes”.

N/A

7E.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the issue that is

underwritten)?

Answer this question if your response to Q7E.2 is

“Yes”.

N/A

7E.2c *What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q7E.2 is

“Yes”.

Note: This includes any applicable discount the

underwriter receives to the issue price payable by

participants in the issue.

N/A

7E.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q7E.2 is

“Yes”.

Note: You may cross-refer to a covering

announcement or to a separate annexure with this

information.

N/A

7E.3 *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed issue?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q7E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.

N/A


+ See chapter 19 for defined terms

31 January 2020 Page 40

7E.3a *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q7E.3 is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.

N/A

7E.3b *What is the extent of their underwriting or

sub-underwriting (i.e. the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q7E.3 is “Yes”.

N/A

7E.3c *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q7E.3 is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.

N/A

7E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed issue

N/A

Part 7F – Proposed placement or other issue – further information

Question

No.

Question Answer

7F.1 *The purpose(s) for which the entity is

issuing the securities

You may select one or more of the items in the list.

☐ To raise additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☒ Other [provide details below]

Additional details:

IKE will use the proceeds to:

• Increase the sales, support, and

implementation team due to

significant recent customer wins,

and anticipated future wins.

• Provide funding capacity for

potential growth opportunities.


7F.2 *Will the entity be changing its

dividend/distribution policy if the proposed

issue proceeds?

No

7F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue proceeds

Answer this question if your response to Q7F.2 is

“Yes”.

N/A

7F.3 Any other information the entity wishes to

provide about the proposed issue

Nil


+ See chapter 19 for defined terms

31 January 2020 Page 41

8. PART 8 – DETAILS OF +SECURITIES PROPOSED TO BE ISSUED

Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to

issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each

class of security proposed to be issued.

Part 8A – type of +securities proposed to be issued

Question

No.

Question Answer

8A.1 *The +securities proposed to be issued are:

Tick whichever is applicable

Note: SPP offers must select “existing quoted class”

☒ Additional +securities in a class that is

already quoted on ASX ("existing

quoted class")

☐ Additional +securities in a class that is

not currently quoted, and not intended

to be quoted, on ASX ("existing

unquoted class")

☐ New +securities in a class that is not yet

quoted, but is intended to be quoted, on

ASX ("new quoted class")

☐ New +securities in a class that is not

quoted, and not intended to be quoted,

on ASX ("new unquoted class")

Note: If the +securities referred to in this form are being offered under a +disclosure document or

+PDS and the entity selects the first or third option in its response to question 8A.1 above (existing

quoted class or new quoted class), then by lodging this form with ASX, the entity will be taken, for the

purposes of sections 711(5) and 1013H (as applicable) of the Corporations Act, to have applied for

quotation of those +securities. However, once the final number of +securities offered under the

+disclosure document or +PDS is known, the entity must complete and lodge with ASX an

Appendix 2A applying for the quotation of that number of +securities.

Part 8B – details of +securities proposed to be issued (existing quoted class or

existing unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.

Question

No.

Question Answer

8B.1 *ASX security code & description IKE fully paid ordinary shares

8B.2a *Will the +securities to be quoted rank

equally in all respects from their issue date

with the existing issued +securities in that

class?

Yes

8B.2b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q8B.2a is

“No”.

N/A

8B.2c *Provide the actual non-ranking end date

Answer this question if your response to Q8B.2a is

“No” and your response to Q8B.2b is “Yes”.

N/A

8B.2d *Provide the estimated non-ranking end

period

Answer this question if your response to Q8B.2a is

“No” and your response to Q8B.2b is “No”.

N/A


+ See chapter 19 for defined terms

31 January 2020 Page 42

8B.2e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q8B.2a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment or they

may not be entitled to participate in some other event,

such as an entitlement issue.

N/A

Part 8C – details of +securities proposed to be issued (new quoted class or new

unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.

Question

No.

Question Answer

8C.1 *+Security description

The ASX security code for this security will be

confirmed by ASX in due course.


8C.2 *Security type

Select one item from the list.

Please select the most appropriate security type from

the list. This will determine more detailed questions to

be asked about the security later in this section. Select

“ordinary fully or partly paid shares/units” for stapled

securities or CDIs. For interest rate securities, please

select the appropriate choice from either “Convertible

debt securities” or “Non-convertible debt securities”.

Select “Other” for performance shares/units and

performance options/rights or if the selections available

in the list do not appropriately describe the security

being issued.

☐ Ordinary fully or partly paid shares/units

☐ Options

☐ +Convertible debt securities

☐ Non-convertible +debt securities

☐ Redeemable preference shares/units

☐ Other

8C.3 ISIN code

Answer this question if you are an entity incorporated

outside Australia and you are proposing to issue a new

class of securities other than CDIs. See also the note

at the top of this form.


8C.4a *Will all the +securities proposed to be

issued in this class rank equally in all

respects from the issue date?


8C.4b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q8C.4a is

“No”.


8C.4c *Provide the actual non-ranking end date

Answer this question if your response to Q8C.5a is

“No” and your response to Q8C.4b is “Yes”.


8C.4d *Provide the estimated non-ranking end

period

Answer this question if your response to Q8C.4a is

“No” and your response to Q8C.4b is “No”.


+ See chapter 19 for defined terms

31 January 2020 Page 43

8C.4e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q8C.4a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.


8C.5 Please attach a document or provide a URL

link for a document lodged with ASX setting

out the material terms of the +securities

proposed to be issued

You may cross-reference a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released to the ASX Market Announcements

Platform.


8C.6

*Have you received confirmation from ASX

that the terms of the +securities are

appropriate and equitable under listing rule

6.1?

Answer this question only if you are an ASX Listing.

(ASX Foreign Exempt Listings and ASX Debt Listings

do not have to answer this question).

If your response is “No” and the securities have any

unusual terms, you should approach ASX as soon as

possible for confirmation under listing rule 6.1 that the

terms are appropriate and equitable.


8C.7a Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 8C.2.

*+Security currency

This is the currency in which the face amount of an

issue is denominated. It will also typically be the

currency in which distributions are declared.


*Will there be CDIs issued over the

+securities?


*CDI ratio

Answer this question if you answered “Yes” to the

previous question. This is the ratio at which CDIs can

be transmuted into the underlying security (e.g. 4:1

means 4 CDIs represent 1 underlying security whereas

1:4 means 1 CDI represents 4 underlying securities).


*Is it a partly paid class of +security?

*Paid up amount: unpaid amount

Answer this question if answered “Yes” to the previous

question.

The paid up amount represents the amount of

application money and/or calls which have been paid

on any security considered ‘partly paid’

The unpaid amount represents the unpaid or yet to be

called amount on any security considered ‘partly paid’.

The amounts should be provided per the security

currency (e.g. if the security currency is AUD, then the

paid up and unpaid amount per security in AUD).


+ See chapter 19 for defined terms

31 January 2020 Page 44

*Is it a stapled +security?

This is a security class that comprises a number of

ordinary shares and/or ordinary units issued by

separate entities that are stapled together for the

purposes of trading.


8C.7b Option details

Answer the questions in this section if you selected this security type in your response to Question Q8C.2.

*+Security currency

This is the currency in which the exercise price is

payable.


*Exercise price

The price at which each option can be exercised and

convert into the underlying security.

The exercise price should be provided per the security

currency (i.e. if the security currency is AUD, the

exercise price should be expressed in AUD).


*Expiry date

The date on which the options expire or terminate.



*Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if an option is exercised

For example, if the option can be exercised to receive

one fully paid ordinary share with ASX security code

ABC, please insert “One fully paid ordinary share

(ASX:ABC)”.


8C.7c

Details of non-convertible +debt securities, +convertible debt securities, or

redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question

Q8C.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities” for further information on certain terms used in this section

*Type of +security

Select one item from the list

☐ Simple corporate bond

☐ Non-convertible note or bond

☐ Convertible note or bond

☐ Preference share/unit

☐ Capital note

☐ Hybrid security

☐ Other

*+Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.


*Face value

This is the principal amount of each security.

The face value should be provided per the security

currency (i.e. if security currency is AUD, then the face

value per security in AUD).


+ See chapter 19 for defined terms

31 January 2020 Page 45

*Interest rate type

Select one item from the list

Select the appropriate interest rate type per the terms

of the security. Definitions for each type are provided in

the Guide to the Naming Conventions and Security

Descriptions for ASX Quoted Debt and Hybrid

Securities

☐ Fixed rate

☐ Floating rate

☐ Indexed rate

☐ Variable rate

☐ Zero coupon/no interest

☐ Other

*Frequency of coupon/interest payments

per year

Select one item from the list.

☐ Monthly

☐ Quarterly

☐ Semi-annual

☐ Annual

☐ No coupon/interest payments

☐ Other

*First interest payment date

A response is not required if you have selected “No

coupon/interest payments” in response to the question

above on the frequency of coupon/interest payments


*Interest rate per annum

Answer this question if the interest rate type is fixed.


*Is the interest rate per annum estimated at

this time?

Answer this question if the interest rate type is fixed.



*If the interest rate per annum is estimated,

then what is the date for this information to

be announced to the market (if known)

Answer this question if the interest rate type is fixed

and your response to the previous question is “Yes”.

Answer “Unknown” if the date is not known at this time.


*Does the interest rate include a reference

rate, base rate or market rate (e.g. BBSW

or CPI)?

Answer this question if the interest rate type is floating

or indexed.


*What is the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed and your response to the previous question

is “Yes”.


*Does the interest rate include a margin

above the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed.


*What is the margin above the reference

rate, base rate or market rate (expressed as

a percent per annum)

Answer this question if the interest rate type is floating

or indexed and your response to the previous question

is “Yes”.


*Is the margin estimated at this time?

Answer this question if the interest rate type is floating

or indexed.


+ See chapter 19 for defined terms

31 January 2020 Page 46

*If the margin is estimated, then what is the

date for this information to be announced to

the market (if known)

Answer this question if the interest rate type is floating

or indexed and your response to the previous question

is “Yes”.

Answer “Unknown” if the date is not known at this time.


*S128F of the Income Tax Assessment Act

status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

• “s128F exempt” means interest payments are not

taxable to non-residents;

• “Not s128F exempt” means interest payments are

taxable to non-residents;

• “s128F exemption status unknown” means the

issuer is unable to advise the status;

“Not applicable” means s128F is not applicable to this

security

☐ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable


*Is the +security perpetual (i.e. no maturity

date)?


*Maturity date

Answer this question if the security is not perpetual



*Select other features applicable to the

+security

Up to 4 features can be selected. Further information is

available in the Guide to the Naming Conventions and

Security Descriptions for ASX Quoted Debt and Hybrid

Securities.

☐ Simple

☐ Subordinated

☐ Secured

☐ Converting

☐ Convertible

☐ Transformable

☐ Exchangeable

☐ Cumulative

☐ Non-Cumulative

☐ Redeemable

☐ Extendable

☐ Reset

☐ Step-Down

☐ Step-Up

☐ Stapled

☐ None of the above

*Is there a first trigger date on which a right

of conversion, redemption, call or put can

be exercised (whichever is first)?


*If yes, what is the first trigger date

Answer this question if your response to the previous

question is “Yes”.


+ See chapter 19 for defined terms

31 January 2020 Page 47

*Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if the +securities to be quoted are

converted, transformed or exchanged

Answer this question if the security features include

“converting”, “convertible”, “transformable” or

“exchangeable”.

For example, if the security can be converted into

1,000 fully paid ordinary shares with ASX security code

ABC, please insert “1,000 fully paid ordinary shares

(ASX:ABC)”.


Introduced 01/12/19; amended 31/01/20

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.