ikeGPS completes Retail Entitlement Offer
FOR IMMEDIATE RELEASE
14 August 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Successful completion of Retail Entitlement Offer
ikeGPS Group Limited (‘IKE’) is pleased to announce the successful completion of the retail
component of its fully underwritten 1 for 7 accelerated non-renounceable entitlement offer (‘Retail
Entitlement Offer’).
The Retail Entitlement Offer to eligible retail shareholders closed at 5pm NZT on 11 August 2020 and
raised gross proceeds of approximately NZ$4.1 million. The Retail Entitlement Offer closed
oversubscribed, receiving strong support from IKE’s Eligible Retail Shareholders, with IKE receiving
applications, including via the oversubscription facility, of approximately NZ$4.3 million (276,394
shares above the cap). Eligible Retail Shareholders took up 66% of their entitlements, with those
who took up their entitlements in full also applying for an additional NZ$1.6 million of new shares.
Oversubscriptions will be scaled having reference to the number of IKE shares held by the applicant
on the Record Date (30 July 2020).
This Retail Entitlement Offer forms the final part of the NZ$19.7 million (A$18.4 million) institutional
placement (‘Institutional Placement’) and accelerated entitlement offer (‘Entitlement Offer’) first
announced on 28 July 2020. The Institutional Placement and the institutional component of the
Entitlement Offer has already been successfully completed as announced on 30 July 2020.
The new fully paid ordinary shares in IKE (‘New Shares’) offered under the Retail Entitlement Offer
are expected to commence trading on 19 August 2020 on NZX and 20 August 2020 on ASX and will
rank equally with existing fully paid ordinary shares.
Bell Potter Securities Limited acted as Lead Manager and bookrunner to the Institutional Placement
and Entitlement Offer and as the underwriter to the Entitlement Offer. Forsyth Barr Limited acted as
New Zealand Lead Manager.
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
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.
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.