ikeGPS announces NZ$19.7 million equity raise
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.
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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
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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.
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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).
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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
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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.
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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
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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;
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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.
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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.
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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).
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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.
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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.