IKE announces opening of A$3.0m share purchase plan

FOR IMMEDIATE RELEASE
16 August 2021

Not for release to US wire services or distribution in the United States
Opening of A$3.0m Share Purchase Plan
Highlights
• Opening of fully underwritten Share Purchase Plan (SPP) for A$3.0m (approximately
NZ$3.1m) with the ability raise a higher quantum subject to demand. The SPP is expected to
close on 26 August 2021.
• The SPP follows the fully underwritten share placement which raised approximately
A$18.3m (approximately NZ$19.2 million) (Placement).
• IKE will have pro-forma net cash of approximately A$27m (approximately NZ$29m) after
completion of the Placement and the SPP and IKE intends that the funds raised will support
recent customer wins, a growing sales pipeline, and provide balance sheet capacity for
potential acquisition opportunities.

The SPP provides each shareholder of IKE as at 7:00pm NZST / 5:00pm AEST on Tuesday 10 August
2021 with a registered address in New Zealand or Australia with the opportunity to apply for up to
A$14,300 / NZ$15,000 of new shares at A$0.95 (NZ$1.00), being the price payable per new share in
the Placement. The SPP is targeting to raise up to A$3 million (approximately NZ$3.1m), while
maintaining the flexibility to accept applications in excess of this amount.

If scaling is required, IKE will scale applications having regard to the number of shares held by the
applicant on the record date and otherwise at its discretion. In the event of scaling, the value of SPP
shares allocated to investors may be less than the parcel initially applied for. If this occurs, any
excess money will be refunded (without interest). IKE expects to announce the final outcome of the
SPP, including any scaling, on 31 August 2021.

The SPP is subject to the terms and conditions included in the SPP offer booklet, being sent to
eligible shareholders today, and available together with this announcement.

Eligible shareholders are encouraged to read the SPP booklet carefully, and if in any doubt about
whether or not to apply for shares under the SPP, to consult with a financial or other professional
advisor.

The SPP offer booklet is accompanied by a hard copy application form, however we encourage
eligible shareholders to apply online at www.ikeshareoffer.co.nz, rather than using the postal
service, due to potential postal delays in both the receipt of documents by eligible shareholders
and the submission of hard copy application forms.

Each new share issued under the SPP will rank equally with existing shares with effect from its date
of issue and IKE will seek quotation of the new shares issued under the SPP on the NZX and ASX.

Shareholder approval is not required for the issue of shares under the SPP.

Indicative Timetable for the Placement and SPP
1

Event Date
Announcement of Capital Raising 9 August 2021
SPP Record Date 10 August 2021 (7.00pm
NZST / 5.00pm AEST)
Trading halt lifted on the NZX and ASX 11 August 2021
SPP Opening Date 16 August 2021
SPP Offer Document sent 16 August 2021
Settlement of New Shares issued under the Placement on ASX 18 August 2021
Allotment and normal trading of New Shares issued under the Placement on
ASX
19 August 2021
SPP Offer closes 26 August 2021 (5.00pm
NZST / 3.00pm AEST)
Announcement of results of SPP 31 August 2021
Settlement of SPP 2 September 2021
Allotment and normal trading of New Shares issued under the SPP on ASX and
NZX
3 September 2021

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

ENDS



1
The timetable presented is indicative only and subject to changes without notice (subject to applicable laws
and the NZX and ASX Listing Rules). All dates and times are New Zealand times (unless stated otherwise).

About ikeGPS

We’re IKE, the PoleOS Company. 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:
Simon Hinsley
Investor Relations
+61-401-809-653
simon@nwrcommunications.com.au

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

This announcement has been prepared for publication in Australia and New Zealand and may not be
released to US wire services or distributed in the United States. This announcement does not
constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any
other jurisdiction. Any securities described in this announcement 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 of the US Securities Act and
applicable US state securities laws.

---

Share Purchase Plan
Offer Document
Not for release to U.S wire distribution services or
distribution in the United States
ikeGPS Group Limited
16 August 2021
This is an important document. You should read the whole document before
deciding whether to subscribe for Shares in ikeGPS Group Limited. If you have any
doubts as to what you should do, you should consult your financial advisor.

KEY INFORMATION

Eligibility You may participate in this Share Purchase Plan (SPP) if you are a
shareholder of ikeGPS Group Limited (IKE) as at 7:00pm NZST /
5:00pm AEST on Tuesday 10 August 2021 with a registered address in
New Zealand or Australia. You may not participate if you are outside
New Zealand or Australia or acting for the account or benefit of a
person in the United States. Similarly, if you hold Shares on behalf of
a person who resides outside New Zealand or Australia, you may not
participate in respect of that person.
Transferability The offer made under this SPP is personal to you. It cannot be
transferred to another person.
Equal
participation
Each Eligible Shareholder has the right to apply for the maximum
amount of Shares applicable in the jurisdiction in which that Eligible
Shareholder resides on the same terms and conditions as each other
Eligible Shareholder.
Application
amount
If you wish to participate in this SPP, you may apply for a dollar
amount of Shares, not for a certain number of Shares. Eligible
Shareholders can apply for Shares up to a maximum amount of
NZ$15,000 / A$14,300.
Issue Price of
Shares
The Shares will be issued at the price paid by investors in IKE’s recent
Placement, being A$0.95 (NZ$1.00) per Share.
How to apply We encourage you to apply online at www.ikeshareoffer.co.nz.
Alternatively, you can complete a hard copy Application Form.

You should read the instructions in this document and on the Online
Application or Application Form carefully.

If you are a Custodian, you also need to complete and return a
Custodian Schedule. To determine whether you are a Custodian, and
how to obtain a Custodian Schedule, refer to clause 4 of the Terms and
Conditions. If you apply via the Online Application, you need to email
your Custodial Schedule to applications@linkmarketservices.co.nz.

If you apply via a hard copy Application Form, you must return your
completed Application Form (and, if applicable, a Custodian Schedule)
to the address on the Application Form.

Applications and payment must be received by the Share Registrar by
5:00pm NZST / 3:00pm AEST on 26 August 2021 to be accepted (see
clause 3 of the Terms and Conditions for more information about
applications).
Receiving your
Shares
You will receive your Shares on or about Friday 3 September 2021,
unless the Closing Date is extended.
Offer size and
scaling
IKE is seeking to raise approximately A$3.0 million (approximately
NZ$3.1 million) under this SPP, and may accept oversubscriptions at its
discretion. IKE may scale back the number of Shares to be allotted
under this SPP to each Applicant having regard to the shareholder’s
holding of Shares at the relevant Record Date and otherwise at its
discretion (see clause 3 of the Terms and Conditions for more
information about scaling). The SPP has been structured to provide

Eligible Shareholders with at least a pro rata allocation of shares,
where possible.

Defined words and expressions used in this document are capitalised – see Glossary for their
definition.

CONTENTS

KEY DATES*
DATE EVENT SUMMARY
10 August 2021 Record Date The date on which Eligible Shareholders are
determined.
16 August 2021 SPP Opening Date SPP opens for applications.
26 August 2021 SPP Closing Date The SPP closes at 5:00pm NZST / 3:00pm AEST,
unless extended. Online Applications and payment
must be received by the Share Registrar by this
time.
31 August 2021 Announce results
of SPP
Announcement to be made to NZX and ASX.
2 September
2021
Settlement Date Settlement of the SPP.
3 September
2021
Allotment Date Shares allotted.
3 September
2021
Commencement
of trading on NZX
and ASX
Trading is expected to commence on the NZX Main
Board and the ASX.

3 September
2021
Despatch Date Transaction confirmation despatched to participating
shareholders.
* IKE reserves the right to alter the key dates (subject to the NZX Listing Rules, the ASX Listing Rules and
applicable laws).
IMPORTANT INFORMATION Page 1
LETTER FROM THE CHAIR Page 3
QUESTIONS AND ANSWERS Page 4
TERMS AND CONDITIONS Page 7
GLOSSARY Page 14
DIRECTORY Page 16

1
IMPORTANT INFORMATION

GENERAL INFORMATION
This document has been prepared by IKE in connection with an offer of new ordinary Shares
("SPP" or "Offer").
In New Zealand, the Offer is made to Eligible Shareholders under the exclusion in clause 19 of
Schedule 1 of the Financial Markets Conduct Act 2013. In Australia, the Offer is made to
Eligible Shareholders in accordance with the relief granted in ASIC Instrument 21-0685
(“ASIC Instrument”) and ASIC Corporations (Share and Interest Purchase Plans) Instrument
2019/547 as amended by the ASIC Instrument.
This document is not a product disclosure statement or prospectus or other disclosure
document and does not contain all of the information which may be required in order to make
an informed investment decision about the Offer or IKE.
ADDITIONAL INFORMATION
IKE is subject to continuous disclosure obligations under the NZX Listing Rules. Market
releases by IKE, including its most recent financial statements, are available at www.nzx.com
and http://www.asx.com.au under code IKE.
IKE may, during the Offer, make additional releases to NZX and ASX. No release by IKE to
NZX or ASX will permit an applicant to withdraw any previously submitted application without
IKE's consent, whether or not there has been any permissible variation of the Offer.
The market price for the Shares may change between the date this Offer opens, the date you
apply for Shares under the Offer, and the date on which the Shares are allotted to you.
Accordingly, the price paid for Shares under the Offer may be higher or lower than the price
at which Shares are trading on the NZX Main Board or the ASX at the time Shares are issued
under the Offer. The market price of new Shares following allotment may be higher or lower
than the Issue Price.
OFFERING RESTRICTIONS
This document is intended for use only in connection with the Offer to Eligible Shareholders
with a registered address in New Zealand and Australia. This document does not constitute
an offer or invitation in any place in which, or to any person to whom, it would not be lawful
to make such offer or invitation. No action has been taken to permit a public offering of the
Shares in any jurisdiction outside New Zealand and Australia. The distribution of this
document (including an electronic version) in a jurisdiction outside New Zealand and Australia
may be restricted by law and persons who come into possession of it (including nominees,
trustees or Custodians) should observe any such restrictions.
No person may subscribe for, purchase, offer, sell, distribute or deliver the Shares, or be in
possession of, or distribute to any other person, any offering material or any documents in
connection with the Shares, in any jurisdiction other than in compliance with all applicable
laws and regulations. Without limiting the foregoing, this document may not be sent to or
distributed in the United States.
This document does not constitute an offer to sell, or the solicitation of an offer to buy, any
Shares in the United States. The Shares to be offered and sold under the SPP have not been,
and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), 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 or to any person acting for the account or
benefit of a person in the United States except in accordance with an available exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act and any other applicable U.S. state securities laws.

2
CHANGES TO THE OFFER
Subject to the NZX Listing Rules, the ASX Listing Rules and applicable laws, IKE reserves the
right to alter the dates set out in this document. IKE reserves the right to withdraw the Offer
and the issue of new Shares at any time before the Allotment Date at its absolute discretion.
NO GUARANTEE
No person named in this document (nor any other person) guarantees the Shares to be issued
pursuant to the Offer or warrants the future performance of IKE or any return on any
investment made pursuant to this document.
DECISION TO PARTICIPATE IN THE OFFER
The information in this document does not constitute a recommendation to acquire Shares or
financial product advice. This document has been prepared without taking into account the
investment objectives, financial, or taxation situation or particular needs of any Applicant or
investor.
PRIVACY
Any personal information you provide in your Online Application, Application Form or
Custodian Schedule will be held by IKE and/or the Share Registrar at the address set out in
the Directory. This information will be used for the purposes of administering your
investment in IKE. This information will only be disclosed to third parties with your consent or
if otherwise required by law. Under the Privacy Act 2020 (NZ) or the Privacy Act 1988 (Aus)
(as applicable), you have the right to access and correct any personal information held about
you.
ENQUIRIES
For enquiries about the Offer, please contact IKE’s Share Registrar (refer to page 16 for
contact details).
DEFINED TERMS
Capitalised terms used in this document have the specific meaning given to them in the
Glossary at the back of this document. Words importing the plural include the singular and
vice versa.

3
Letter from the Chair

Dear IKE Shareholder
I am pleased to advise you that in connection with the placement (Placement) of
approximately NZ$19.2 million announced on 9 August 2021, IKE is conducting a share
purchase plan (SPP or Offer).
The Placement was fully underwritten and was conducted at an issue price of A$0.95
(NZ$1.00) per share, and was completed on 11 August 2021, with the shares allocated under
the Placement intended to be issued on 19 August 2021.
Eligible IKE Shareholders now have the opportunity to acquire new Shares through the SPP,
without incurring brokerage or other transaction costs. The SPP is underwritten up to a size of
A$3.0 million (approximately NZ$3.1 million).
Further details of the capital raising is available in the Investor Presentation which is available
on www.ikeshareoffer.co.nz and on IKE’s website.
How you can participate
Participation in the SPP is optional. The price per Share under the SPP will be A$0.95
(NZ$1.00) (being the price under the Placement).
IKE is looking to raise approximately A$3.0 million (approximately NZ$3.1 million) under the
SPP (though IKE may accept oversubscriptions with the result that the SPP size is above this
amount). Each Eligible Shareholder in New Zealand may elect to subscribe for up to
NZ$15,000 of new Shares, while Eligible Shareholders in Australia may apply for up to
A$14,300 of new Shares. Please note that if the SPP is oversubscribed, applications may be
scaled having regard to existing shareholdings at the Record Date, and otherwise at IKE’s
discretion. However, both the placement and SPP were structured to offer shareholders a pro
rata amount of shares, to the extent possible.
Details of the SPP, including terms and conditions of the Offer and an explanation of how
Eligible Shareholders can participate, are contained in this Offer Document and Online
Application or the Application Form. All documents relating to the SPP, including information
the Investor Presentation, are available online at www.ikeshareoffer.co.nz.
If you wish to participate in the SPP, please ensure that your Online Application or Application
Form (and if you are a Custodian, your Custodian Schedule) is completed and received by
IKE's Share Registrar, Link Market Services Limited, no later than 5:00pm NZST / 3:00pm
AEST on 26 August 2021. Given the present uncertainties with respect to postal timing, we
strongly encourage all shareholders that wish to participate to apply via the Online
Application.
Shares under the SPP are expected to be allotted on or around 3 September 2021 and will
rank equally with existing IKE Shares at that date.
Concluding Remarks
This Offer Document contains important information about the SPP. I encourage you to read it
carefully and take the time to consider the Offer and seek financial, investment, or other
professional advice from a qualified professional advisor.
On behalf of the Board, I welcome your participation in the SPP and thank you for your
continued support of IKE.
Yours sincerely


Rick Christie
Chairman, ikeGPS Group Limited

4
QUESTIONS AND ANSWERS
DEFINED WORDS AND EXPRESSIONS USED
IN THIS SHARE PURCHASE PLAN ARE
CAPITALISED - SEE THE GLOSSARY FOR
THEIR DEFINITION. THESE QUESTIONS AND
ANSWERS ARE A SUMMARY ONLY AND YOU
SHOULD REFER TO THE TERMS AND
CONDITIONS FOR FURTHER INFORMATION.
1. WHAT IS THE SHARE PURCHASE
PLAN?
The SPP allows Eligible Shareholders to
purchase Shares in IKE without incurring
brokerage or other transaction costs. You
are eligible to participate in the SPP if you
are a shareholder of IKE and:
a) you were registered as a holder of fully
paid Shares at the relevant time on the
relevant Record Date, which is 7:00pm
NZST / 5:00pm AEST) on 10 August
2021; and
b) your registered address is in New
Zealand or Australia;
c) you are not a person in the United States
or acting for the account or benefit of a
person in the United States; and
d) you do not hold the Shares on behalf of
another person who resides outside of
New Zealand or Australia.
In particular, Shareholders in the United
States are not eligible to participate in the
SPP. Similarly, Shareholders (including
trustees, Custodians and nominees) who
hold Shares on behalf of persons in the
United States, or are acting for the account
or benefit of persons in the United States,
are not eligible to participate in the SPP on
behalf of those persons.
2. WHAT IS THE PRICE OF THE SHARES
AND HOW MANY CAN I PURCHASE?
The Issue Price will be A$0.95 (NZ$1.00),
being the price paid by investors in IKE’s
recent Placement (representing a discount of
14.6% to the volume weighted average price
(VWAP) of IKE Shares as traded on the NZX
Main Board, and a 13.0% discount to the
VWAP of IKE Shares as traded on the ASX,
over the 5 trading days up to and including 6
August 2021 (the last day of trading ahead
of the announcement of the Placement).
The market price of the Shares may change
between the Opening Date, the date you
apply for Shares under the SPP, and the
Allotment Date. The risks associated with
this potential market fluctuation are
described in question 6 below.
You may apply for a maximum amount of
NZ$15,000 / A$14,300 of new Shares under
the Offer, subject to scaling.
If you apply for an Australian dollar amount
of Shares, and the exchange rate varies such
that the Australian dollar amount you applied
for exceeds the NZ$15,000 regulatory limit
(on the basis of the NZ$:A$ exchange rate
published by the New Zealand Reserve Bank
on its website at 5.00pm New Zealand time
on the Closing Date), Shares having a total
issue price equal to NZ$15,000 (converted in
accordance with clause 3.2), which may be
less than A$14,300, will be issued to you and
you will be refunded the excess cash
amount.
If you wish to participate in the SPP, you
should complete an Online Application or the
Application Form in accordance with the
instructions set out in question 7 below and
make payment for the exact dollar amount
applied for in your Online Application. If you
are a Custodian, you will need to complete
and lodge a Custodian Schedule. To
determine whether you are a Custodian, and
how to obtain a Custodian Schedule, refer to
clause 4 of the Terms and Conditions.
IKE is inviting applications for approximately
A$3.0 million (approximately NZ$3.1 million)
of Shares in aggregate, with the ability for
IKE to accept oversubscriptions at its
discretion.
IKE reserves the right to, at its absolute
discretion, scale any application for Shares
under the SPP. IKE may scale back all
applications on a proportionate basis having
regard to the number of IKE Shares held by
the Applicant (or, in the case of an
application made by a Custodian, the
relevant beneficial owner(s) named in the
schedule submitted with the Online
Application or Application Form) on the
relevant Record Date, and otherwise at its
discretion. If your application is scaled back
by IKE, your application monies will be
greater than the amount of new Shares you
will be allotted at the Issue Price and a
refund will be issued in accordance with
clause 6 of the Terms and Conditions.
Any fractional Shares allocated under the
SPP will be rounded down to the nearest
whole Share and IKE will retain any
difference due to rounding.

5
All Shares issued under the SPP will be
ordinary shares of IKE. Shareholders who
subscribe under the SPP will be eligible to
participate in any future dividends to be
declared by IKE.
3. WHAT RIGHTS WILL THE SHARES
HAVE?
Shares under the SPP will rank equally with
existing Shares quoted on the NZX Main
Board and ASX, with the same voting rights,
dividend rights and other entitlements.
4. WHAT IF I OWN SHARES THROUGH A
TRUSTEE OR CUSTODIAN OR OWN
SHARES IN MORE THAN ONE
CAPACITY?
If you own Shares through a trustee or
Custodian (and are otherwise eligible to
participate in the SPP), then subject to
certain certification requirements and other
conditions, you may instruct the trustee or
Custodian to purchase Shares on your
behalf, up to the NZ$15,000 / A$14,300
limit. If you own Shares through a trustee or
Custodian and also own Shares in your own
name, then you may either purchase Shares
yourself or instruct your trustee or Custodian
to purchase Shares on your behalf. You may
not do both.
If you receive more than one copy of this
document, or if you hold Shares in more
than one capacity (e.g. because you are both
a sole and joint holder of Shares), the
maximum amount you may apply to invest
under the SPP in all capacities, and in
aggregate, is NZ$15,000 / A$14,300. You
may not purchase some Shares on your own
behalf and some Shares as a joint holder.
By applying to purchase Shares under the
SPP, you represent that you have not
exceeded this NZ$15,000 / A$14,300 limit.
If you are an Eligible Shareholder and hold
Shares as Custodian, you may apply for up
to NZ$15,000 / A$14,300 of new Shares for
each beneficiary for whom you, directly or
indirectly, act as Custodian provided that you
complete, and submit a certificate (Custodian
Schedule) certifying each of the matters set
out in clause 4.4 of the Terms and Conditions
of this SPP.
Each trustee and Custodian must not
participate in the SPP on behalf of, and must
not distribute this SPP Booklet or any other
document relating to the SPP to, any person
in the United States.
5. IS THIS OFFER TRANSFERABLE TO
ANOTHER PERSON?
No. This Offer is personal to you and non-
renounceable, so if you elect not to purchase
any Shares under the SPP you may not
transfer your right to purchase Shares under
the SPP to anyone else.
6. WHAT ARE THE RISKS OF INVESTING
IN THE SPP AND WHAT IF I CHOOSE
NOT TO PARTICIPATE IN THE SPP?
The market price for the Shares may change
between the Opening Date, the date you
apply for Shares under the SPP, and the
Allotment Date. Accordingly, the price paid
under the SPP may be higher or lower than
the price at which Shares in IKE are trading
on the NZX Main Board and ASX at the time
the Shares are issued to you under the SPP.
The Share price is quoted on the NZX
website: www.nzx.com and ASX website:
www.asx.com.au.
While IKE has attempted to make the Offer
as fair as possible for Eligible Shareholders
by providing for the individual application cap
to be NZ$15,000 / A$14,300 of Shares, and
by providing that any scaling will be having
regard to individual shareholdings at the
relevant Record Date, and otherwise at its
discretion, the Offer is not in accordance with
your proportionate shareholding. Even if you
participate in the Offer, your proportionate
shareholding in IKE may change. Large
shareholders may not be able to obtain
sufficient Shares to maintain their
percentage shareholding, while smaller
shareholders may be able to increase their
percentage shareholding.
If you do not subscribe for any Shares under
the SPP, and other shareholders do subscribe
for Shares, then your percentage
shareholding in IKE will be reduced.
7. HOW DO I APPLY FOR SHARES UNDER
THE SPP?
If you wish to participate in the SPP, you can
do so online at www.ikeshareoffer.co.nz.
Alternatively, please follow the step-by-step
instructions set out on the reverse of the
enclosed personalised Application Form. If
you are not applying via the Online
Application, return your completed
Application Form (and, if applicable, your
Custodian Schedule) with your payment to
the designated address.

6
By applying to purchase Shares under the
SPP, you represent that you have not
exceeded the NZ$15,000 / A$14,300 limit.
If the exact amount of money is not
tendered, IKE reserves the right not to
accept all or part of your payment. In those
circumstances, IKE will refund all or part of
your payment without interest.
If an Online Application or Application Form
is rejected, all of the amounts paid will be
refunded to the relevant Applicant. If
applications are scaled back, the Applicant
will receive the number of Shares at the
Issue Price accepted by IKE following scaling
and a refund of the balance of the relevant
payment amount. All refunds will be made
without interest. Any amount less than
NZ$5 due to scaling or rounding will be
retained by IKE. Refunds will be issued
within five business days following the
Allotment Date (see clause 6 of the Terms
and Conditions for more information).
You will not be able to withdraw or revoke
your Online Application or Application Form
once you have sent it in.
8. HOW LONG IS THE SPP OPEN AND
WHEN WILL I RECEIVE MY SHARES?
The SPP opens on 16 August 2021 and is
expected to close at 5:00pm NZST / 3:00pm
AEST on 26 August 2021, unless extended.
If you want to participate, you should ensure
you apply and make payment by 5:00pm
NZST / 3:00pm AEST on 26 August 2021.
If you are returning your Application Form by
mail, please allow adequate time for mail
deliveries to be received. Applications
received after the date specified above may
not be accepted. Online applications are
encouraged.
You will receive Shares issued to you under
the SPP on the Allotment Date, which is
currently expected to be on or around 3
September 2021. Confirmation of the
number of Shares issued to you under the
SPP will be sent on the Despatch Date,
currently expected to be on or around 4
September 2021.

7
TERMS AND CONDITIONS
If you apply to participate in the SPP by completing the Online Application or an Application
Form (and, if applicable, a Custodian Schedule), you are accepting the risk that the market
price of Shares may change between the Opening Date, the date you apply for Shares under
the SPP, and the Allotment Date. This means that it is possible that up to or after the
Allotment Date, you may be able to buy Shares on the NZX Main Board or the ASX at a lower
price than the Issue Price.
We encourage you to seek your own financial advice regarding your participation in the SPP.
Consistent with the representations, warranties and acknowledgements contained in these
terms and conditions and in the Online Application or Application Form, you may not submit
any completed Online Applications or Application Forms for any person outside Australia or New
Zealand. Failure to comply with these restrictions may result in a violation of applicable
securities laws.
1. OFFER TIMETABLE
Record Date:
Eligible Shareholders registered at 7:00pm NZST / 5:00pm
AEST on 10 August 2021 may participate in the SPP.
Opening Date: The Offer opens on 16 August 2021. This document is sent
to Eligible Shareholders on 16 August 2021.
Closing Date: The Offer closes at 5:00pm NZST / 3:00pm AEST on 26
August 2021, unless extended. Online Applications and
payment in accordance with the instructions provided must
be received by the Share Registrar by this time. Applications
may, at IKE’s option, not be processed or held to be valid if
they have not been received by this time.
Announcement of
Results Date:
The completion and results of the SPP will be announced to
NZX and ASX on 31 August 2021.
Settlement Date Settlement of the SPP is expected to be on 2 September
2021.
Allotment Date: The Shares are proposed to be allotted on or around 3
September 2021, unless the Closing Date is extended.
NZX and ASX
commencement of
trading:
IKE expects the Shares will commence trading on the NZX
Main Board and ASX on the Allotment Date.
Despatch Date: IKE expects that a transaction confirmation will be
despatched to you on or around 3 September 2021.
IKE has a discretion to change, at any time, any of the Closing Date, the Allotment Date
and the Despatch Date (notwithstanding that the SPP has opened, or applications have
been received) by lodging a revised timetable with NZX and ASX.
2. ELIGIBLE SHAREHOLDERS
2.1. You may participate in the SPP if you are an Eligible Shareholder. An Eligible Shareholder
is a person who, at 7:00pm NZST / 5:00pm AEST on the Record Date, was recorded on
IKE’s share register as being a registered holder of Shares in IKE and having an address
in New Zealand or Australia, unless that person holds Shares on behalf of a person in the
United States or another person who resides outside New Zealand or Australia. Joint
holders of Shares are taken to be a single registered holder of Shares for the purposes of
determining whether they are an Eligible Shareholder and the certification on the Online
Application is taken to have been given by all of them.

8
2.2. If you are an Eligible Shareholder, your rights under this Offer are personal to you and
non-renounceable, so you may not transfer them.
2.3. IKE accepts no liability where an Eligible Shareholder does not receive any document
relating to the SPP in time.
2.4. Shareholders who are in the United States or are elsewhere outside of New Zealand or
Australia are not entitled to participate in the SPP. Similarly, Shareholders who hold
Shares on behalf of persons who are in the United States, or on behalf of persons who
reside elsewhere outside New Zealand or Australia, are not entitled to participate in the
SPP on behalf of those persons.

3. ISSUE PRICE AND NUMBER OF SHARES
3.1. The Issue Price for Shares under the SPP is A$0.95 (NZ$1.00), being the price payable by
investors in IKE’s recent Placement (representing a discount of 14.6% to the volume
weighted average price (VWAP) of IKE Shares as traded on the NZX Main Board, and a
13.0% discount to the VWAP of IKE Shares as traded on the ASX, over the 5 trading days
up to and including 6 August 2021 (the last day of trading ahead of the announcement of
the Placement).
3.2. Eligible Shareholders may elect to purchase an amount of Shares up to a maximum
amount of NZ$15,000 / A$14,300, subject to scaling, by completing an Online
Application. Any fractional Shares allocated under the SPP will be rounded down to the
nearest whole number of Shares.
3.3. If you apply for an Australian dollar amount of Shares, and the exchange rate varies such
that the Australian dollar amount you applied for exceeds the NZ$15,000 regulatory limit
(on the basis of the NZ$:A$ exchange rate published by the New Zealand Reserve Bank
on its website at 5.00pm New Zealand time on the Closing Date), Shares having a total
issue price equal to NZ$15,000, which may be less than A$14,300, will be issued to you
and you will be refunded the excess cash amount.
3.4. The market price of the Shares may change between the Opening Date, the date you
apply for Shares under the SPP, and the Allotment Date.
3.5. Eligible Shareholders may only make a single application for Shares under the SPP. This
applies to all Eligible Shareholders, including those who receive more than one offer
under the SPP (for example, because they hold Shares in more than one capacity) and
including whether the Eligible Shareholder is applying through a Custodian or on his or
her own behalf. Accordingly, if you own Shares through a trustee or Custodian and also
own Shares in your own name, then you may either purchase Shares yourself or instruct
your trustee or Custodian to purchase Shares on your behalf. You may not do both.
3.6. IKE is inviting applications for approximately A$3.0 million (approximately NZ$3.1
million) of Shares. IKE reserves the right to accept oversubscriptions to the extent it is
able to do so. IKE reserves the right to scale back applications having regard to the
number of IKE Shares held by the Applicant (or, in the case of an application made by a
Custodian, the relevant beneficial owner(s) named in the schedule submitted) on the
relevant Record Date and otherwise at its discretion.

4. CUSTODIANS
4.1. Under the SPP, a Custodian is any Eligible Shareholder:
(a) in the case of any Eligible Shareholder having a registered address in New Zealand,
that:
(i) is a trustee corporation or a nominee company and holds Shares in IKE by
reason only of acting for another person in the ordinary course of business of
that trustee corporation or nominee company; or
(ii) holds Shares in IKE by reason only of being a bare trustee of a trust to which the
Shares are subject.
(b) in the case of any Eligible Shareholder having a registered address in Australia,
provides a custodial or depository service in relation to Shares of IKE and who:
(i) holds an Australian financial services licence covering the provision of a
custodial or depository service;
(ii) is exempt from the requirement to hold an Australian financial services
licence covering the provision of a custodial or depository service;

9
(iii) holds an Australian financial services licence covering the operation of an
IDPS (as defined in ASIC Class Order [CO/13/763]) or is a responsible entity
of an IDPS-like scheme (as defined in ASIC Class Order [CO 13/762]);
(iv) is a trustee of a self-managed superannuation fund or a superannuation
master trust; or
(v) is a registered holder of Shares and is noted on the register of members of
IKE as holding the Shares on account of another person.
4.2. Custodians may apply to purchase Shares for an amount greater than NZ$15,000 /
A$14,300, provided that the Custodian only applies for no more Shares than collectively
have an aggregate application price of NZ$15,000 / A$14,300 for each beneficial owner
for whom the Custodian acts as a Custodian. Each beneficial owner may only direct the
Custodian to apply on behalf of that beneficial owner for a single Share parcel.
4.3. Custodians must confirm to IKE that they are holding Shares as a Custodian for one or
more beneficial owners and certify the matters described in clause 4.4 below by providing
a Custodian Schedule. To request a Custodian Schedule, or if you would like further
information on how to apply for Shares as a Custodian, you should contact IKE’s Share
Registrar, Link Market Services Limited, at any time from 8:30am to 5:00pm New
Zealand time (Monday to Friday) prior to the Closing Date on 26 August 2021.
4.4. If a Custodian applies to purchase Shares on behalf of one or more beneficial owners, the
Custodian must certify to IKE in writing the following matters in the form and manner set
out in the Custodian Schedule (available on request from the Share Registrar):
(a) that the Custodian held Shares on behalf of:
(i) one or more other persons (who would be Eligible Shareholders if they held
Shares directly) that are not Custodians; and/or
(ii) another Custodian (“Downstream Custodian”) that holds beneficial
interests in Shares on behalf of one or more other persons (who would be
Eligible Shareholders if they held Shares directly) to which those interests
relate, 5:00pm NZST / 3:00pm AEST on the Record Date,
each, a “Participating Beneficiary”, who have subsequently instructed the
Custodian, and/or the Downstream Custodian, to apply for Shares under the
SPP on their behalf;
(b) the number of Participating Beneficiaries and their names and addresses;
(c) the number of Shares that the Custodian holds on behalf of each Participating
Beneficiary;
(d) the dollar amount of Shares that each Participating Beneficiary has instructed
the Custodian, either directly or indirectly through a Downstream Custodian, to
apply for on their behalf;
(e) that there are no Participating Beneficiaries in respect of which the total of the
application price for the following exceeds NZ$15,000 / A$14,300:
(i) the application price for new Shares applied for on their behalf on the SPP;
and
(ii) the application price for any other Shares issued to the Custodian (as a
result of instruction given to the Custodian or a Downstream Custodian) for
that Participating Beneficiary under any arrangement similar to the SPP in
the 12 months prior to the application for new Shares under the SPP;
(f) that a copy of this document was given to each Participating Beneficiary;
(g) where the Custodian holds Shares on behalf of a Participating Beneficiary
indirectly, through one or more Downstream Custodians, the name and address
of each Downstream Custodian; and
(h) that the beneficial owner on whose behalf the Custodian is submitting an Online
Application is not making an application as an Eligible Shareholder for Shares
under the SPP, and no other Custodian is submitting an Online Application under
the SPP for that beneficial owner.
4.5. A Custodian must not participate in the SPP on behalf of, or distribute this SPP Booklet or
any other document relating to the SPP to, any person in the United States.

10
5. COMPLETING AN ONLINE APPLICATION AND PAYING FOR SHARES
5.1. If you are an Eligible Shareholder and you wish to participate in the SPP, you must
complete an Online Application at www.ikeshareoffer.co.nz and make payment in
accordance with the instructions provided. Alternatively, complete and return a printed
Application Form together with payment in accordance with the instructions set out in the
Application Form. If you are a Custodian, you must also complete a Custodian Schedule
which may be obtained from IKE’s Share Registrar, Link Market Services Limited, as
noted in clause 4.3 above.
5.2. Eligible Shareholders must make payment for the exact dollar amount applied for on their
Online Application or Application Form.
5.3. To be valid, your Online Application or Application Form (and, if applicable, Custodian
Schedule) and payment must be received by Link Market Services Limited by 5:00pm
NZST / 3:00pm AEST on 26 August 2021. Application Forms (and, if applicable,
Custodian Schedules) or payment received after that date will only be accepted at IKE’s
discretion. Application Forms (and, if applicable, Custodian Schedules) should be
returned in the following manners:

BY EMAIL: applications@linkmarketservices.com
(Please use “IKE SPP” as the subject of the email)
Direct debit application only


BY HAND: Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West, Auckland

or

Link Market Services Limited
Level 12, 680 George Street
Sydney
Australia

BY MAIL: Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand

or

Link Market Services Limited
Locked Bag A14
Sydney South
NSW 1235
Australia

6. IKE’S DISCRETION TO ACCEPT, REJECT OR SCALE BACK APPLICATIONS
6.1. IKE has discretion to accept or reject your application to purchase Shares under the SPP,
including (without limitation) if:
(a) your Online Application, Application Form or Custodian Schedule (if applicable) is
incorrectly completed or incomplete or otherwise determined by IKE to be invalid;
(b) your payment is dishonoured or has not been completed correctly;
(c) your payment is not in New Zealand or Australian dollars for the exact dollar amount
of Shares that you have specified in your application;
(d) it appears that you are applying to buy more than NZ$15,000 / A$14,300 (in
aggregate) of Shares (except if you are a Custodian applying on behalf of more than
one beneficial owners in accordance with clause 4.2);

11
(e) your Online Application, Application Form or Custodian Schedule (if applicable) or
payment is received after the Closing Date. While IKE has discretion to accept late
applications, Custodian Schedules (if applicable) and payments, there is no
assurance that it will do so. Late applications, Custodian Schedules (if applicable)
and payments, if not processed, will be returned to you at your registered address.
No interest will be paid on any application money returned to you;
(f) IKE believes that you are not an Eligible Shareholder or Custodian; or
(g) IKE considers that your application does not comply with these Terms and
Conditions.
6.2. IKE reserves the right to scale back at its absolute discretion any application for Shares
under the SPP. IKE may scale back applications having regard to the number of IKE
Shares held by the Applicant (or, in the case of an application made by a Custodian, the
relevant beneficial owner(s) named in the schedule submitted) on the relevant Record
Date and otherwise at its discretion.
6.3. If an application is rejected, all of the relevant amounts will be refunded to the Applicant.
If applications are scaled back, the Applicant will receive the number of Shares at the
Issue Price in respect of which the application is accepted and a refund of the balance of
the relevant application payment. All refunds will be made without interest.
6.4. Any difference less than NZ$5 due to scaling or rounding will be retained by IKE and not
refunded.
6.5. Refunds will be made by direct credit to the bank account held by IKE’s Share Registrar,
Link Market Services Limited. Refunds will be issued within five business days following
the Allotment Date. If no bank account is held by the Share Registrar, then the refund
payment will be withheld until a bank account is provided.

7. SIGNIFICANCE OF SUBMITTING AN APPLICATION
7.1. If you apply to participate in the SPP by completing an Online Application or Application
Form (and, if applicable, a Custodian Schedule):
(a) your application, on these Terms and Conditions, will be irrevocable and
unconditional (i.e. it cannot be withdrawn);
(b) you certify to IKE that you are an Eligible Shareholder entitled to apply for Shares
under these Terms and Conditions;
(c) you agree to be bound by the Constitution of IKE;
(d) you certify to IKE that you are not applying for Shares under the SPP with a total
application price in excess of NZ$15,000 / A$14,300 from the following:
(i) the Shares under the SPP the subject of the application;
(ii) any other Shares under the SPP which you have instructed a Custodian to
acquire on your behalf under the SPP;
(iii) any other Shares issued to you under the SPP or any similar arrangement in the
12 months before the application; and
(iv) any other Shares issued to a Custodian in the 12 months before the application
as a result of an instruction given by you to the Custodian to apply for Shares on
your behalf under an arrangement similar to the SPP;
(e) without limiting IKE's discretion to accept or reject applications in clause 6 above,
you authorise IKE (and its officers or agents) to correct any error in, or omission
from, your Online Application (and, if applicable, your Custodian Schedule) and to
complete the Online Application (and, if applicable, the Custodian Schedule) by the
insertion of any missing details;
(f) you acknowledge that IKE may at any time irrevocably determine that your
application (and, if applicable, your Custodian Schedule) is valid, in accordance with
these Terms and Conditions, even if your Online Application or Application Form (or,
as applicable, your Custodian Schedule) is incomplete, contains errors or is otherwise
defective;
(g) you acknowledge that none of IKE, its advisers or agents has provided you with
investment advice or financial product advice, and that none of them has an
obligation to provide advice concerning your decision to apply for and purchase
Shares under the SPP;

12
(h) you acknowledge the risk that the market price for the Shares may change between
the Opening Date, the date you apply for Shares under the SPP, and the Allotment
Date. Accordingly, you acknowledge that:
(i) the price paid for Shares may be higher or lower than the price at which
Shares are trading on the NZX or ASX at the time Shares are issued under the
SPP;
(ii) the market price of Shares following issue of Shares under the SPP may be
higher or lower than the Issuer Price; and
(iii) it is possible that up to or after the Allotment Date, you may be able to buy
Shares at a lower price than the Issue Price;
(i) you acknowledge that IKE is not liable for any exercise of its discretions referred to in
these Terms and Conditions;
(j) you irrevocably and unconditionally agree to these Terms and Conditions and agree
not to do any act or thing which would be contrary to the spirit, intention or purpose
of the SPP;
(k) you represent that you are not in the United States and you are not acting for the
account or benefit of a person in the United States (or, in the event that you do act
for the account or benefit of a person in the United States, you are not participating
in the SPP in respect of that person);
(l) you acknowledge that the Shares have not been, and will not be, registered under
the U.S. Securities Act 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
accordance with an available exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and any other applicable U.S.
state securities laws;
(m) you acknowledge that the Shares may only be offered and sold outside the United
States in "offshore transactions" (as defined and in reliance on Regulation S under
the U.S. Securities Act);
(n) you represent that you have not, and you agree that you will not, send this SPP
Booklet or any other materials relating to the SPP to any person in the United States
or elsewhere outside Australia and New Zealand;
(o) you acknowledge and agree that if in the future you decide to sell or otherwise
transfer the Shares, you will only do so in standard brokered transactions on the NZX
Main Board or ASX, where neither you nor any person acting on your behalf knows,
or has reason to know, that the sale has been pre-arranged with, or the purchaser is,
a person in the United States; and
(p) if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose
behalf you are participating is resident in Australia or New Zealand.
7.2. If a Custodian applies to purchase Shares under the SPP for a beneficial owner pursuant
to clause 4.2:
(a) the certification referred to in clause 7.1(d) will be taken to be given by the beneficial
owner on whose behalf the Custodian is applying to purchase Shares; and
(b) in addition to the matters referred to in clause 7.1, the Custodian also certifies each
of the matters set out in the Custodian Schedule.

8. THE SHARES
8.1. Shares issued under the SPP will rank equally in all respects with existing Shares quoted
on the NZX Main Board and ASX, with the same voting rights, dividend rights and other
entitlements. The Shares to be issued under the SPP have been accepted for quotation
on the NZX Main Board, and an application will be made for their quotation on the ASX,
and it is expected that the Shares will be quoted upon completion of the allotment
procedures. However, neither NZX Limited nor ASX Limited accepts any responsibility for
any statement in this document.
8.2. The issue of new Shares under the SPP up to a maximum amount of A$14,300 per
Eligible Shareholder (or per beneficial owner, in the case of holdings by Custodians) in
Australia, is being undertaken pursuant to ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547 as amended by ASIC Instrument 21-0685, which
among other things, enables IKE to undertake the SPP in reliance upon a New Zealand

13
law compliant cleansing notice. It is a condition of the ASIC Corporations (Share and
Interest Purchase Plans) Instrument 2019/547 that an Eligible Shareholder in Australia
must not be issued more than A$30,000 of Shares in any consecutive 12-month period. If
you apply for an Australian dollar amount of Shares, and the exchange rate varies such
that the Australian dollar amount you applied for exceeds the NZ$15,000 regulatory limit
(on the basis of the NZ$:A$ exchange rate published by the New Zealand Reserve Bank
on its website at 5.00pm New Zealand time on the Closing Date), Shares having a total
issue price equal to NZ$15,000, which may be less than A$14,300, will be issued to you
and you will be refunded the excess cash amount.
9. FINANCIAL STATEMENTS
9.1. You may obtain free of charge the most recent annual report and financial statements of
IKE by contacting IKE's Share Registrar, Link Market Services Limited, or you may
download the reports from the IKE website: https://ikegps.com/investors/

10. AMENDMENTS TO THE SPP AND WAIVER OF COMPLIANCE
10.1. Notwithstanding any other term or condition of the SPP, IKE may, at its discretion:
(a) make non-material modifications to the SPP or these Terms and Conditions without
notice (in which case applications for Shares under the SPP will remain binding on all
Applicants notwithstanding such modification and irrespective of whether an Online
Application or Application Form and/or payment was received by Link Market
Investor Services Limited before or after such modification is made); and/or
(b) suspend or terminate the SPP at any time prior to the issue of the Shares under the
SPP. If the SPP is terminated, application monies will be refunded to Applicants
without interest.
10.2. IKE reserves the right to waive compliance with any provision of these Terms and
Conditions (either generally, or in respect of a particular Applicant or Applicants).

11. GOVERNING LAW
11.1. These Terms and Conditions shall be governed by and construed in accordance with
the laws of New Zealand.

12. DISPUTES
12.1. If any dispute arises in connection with the SPP, IKE may settle it in any manner it
thinks fit. It may do so generally or in relation to any particular participant, application
or Share. IKE’s decision will be final and binding.

13. INCONSISTENCY
13.1. Unless otherwise determined by the directors of IKE, in the event of any inconsistency
between the Terms and Conditions of the SPP and:
(a) the accompanying letter from the Chair and Questions and Answers, the Terms and
Conditions take precedent; and
(b) IKE’s constitution, IKE’s constitution shall prevail.

14
GLOSSARY
A$ Australian dollars, being the lawful currency of Australia.
Allotment Date On or around 3 September 2021, unless extended.
Applicant An applicant for Shares in the SPP.
Application Form The personalised application form relating to the SPP that you
received with this document, including the instructions on the
reverse of the form.
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 the ASX.
Board The board of directors of IKE.
Closing Date 26 August 2021, unless extended.
Custodian See clause 4.1 of the Terms and Conditions for the definition of
“Custodian”.
Custodian Schedule The schedule that must be submitted by an Applicant that is a
Custodian (available on request from the Share Registrar).
Despatch Date On or around 3 September 2021, unless extended.
Downstream
Custodian
See clause 4.4 of the Terms and Conditions for the definition of
“Downstream Custodian”.
Eligible Shareholder A person who was recorded in IKE’s share register as being a
registered holder of Shares and having an address in New Zealand
or Australia as at 7:00pm NZST / 5:00pm AEST on 10 August
2021. A person who holds Shares on behalf of a person who
resides outside New Zealand or Australia is not eligible to
participate in the SPP in respect of that person. Similarly, a person
in the United States, or acting for the account or benefit of a
person in the United States, is not eligible to participate in the SPP.
Exchange Rate The NZ$:A$ exchange rate published by the New Zealand Reserve
Bank on its website at 5:00pm NZST on the Closing Date.
IKE ikeGPS Group Limited, a company listed on the NZX Main Board
and ASX.
Issue Price The price at which the Shares will be issued pursuant to the SPP,
being A$0.95 (NZ$1.00) (being the price paid by investors in IKE’s
recent Placement (representing a discount of 14.6% to the volume
weighted average price (VWAP) of IKE Shares as traded on the
NZX Main Board, and a 13.0% discount to the VWAP of IKE Shares
as traded on the ASX, over the 5 trading days up to and including
6 August 2021 (the last day of trading ahead of the announcement
of the Placement).
NZX NZX Limited
NZX Listing Rules The listing rules of NZX applying to the NZX Main Board.
NZX Main Board the NZX Main Board equity securities market operated by NZX.

15
Online Application An application for Shares under the SPP made through
www.ikeshareoffer.co.nz
Opening Date 16 August 2021.
Participating
Beneficiary
See clause 4.4 of the Terms and Conditions for the definition of
“Participating Beneficiary”.
Placement The placement of IKE Shares which was completed on 11 August
2021, and under which Shares will be issued on 19 August 2021.
Record Date 7:00pm NZST / 5:00pm AEST on 10 August 2021.
Shares Ordinary shares of IKE.
Share Registrar IKE’s share registrar, Link Market Services Limited.
SPP or Offer The share purchase plan detailed in this document.
Terms and
Conditions
The terms and conditions of the SPP detailed in this document.
U.S. Securities Act The U.S. Securities Act of 1933, as amended

16
DIRECTORY

ikeGPS Group Limited is a company incorporated with limited liability under the New Zealand
Companies Act 1993

New Zealand Companies Office registration number 1292732
Australian Business Number (ARBN) 615 503 145

For investor relations queries contact: ir@ikegps.com

REGISTERED OFFICE
ikeGPS Group Limited
Level 7, 186 Willis Street,
Te Aro, Wellington 6011,
New Zealand

SHARE REGISTRAR
Link Market Services Limited
Level 30, PwC Tower,
15 Customs Street West,
Auckland CBD, Auckland 1010
New Zealand

Email: applications@linkmarketservices.com
Phone: 09 375 5998 (within NZ) or +64 9 375 5998

LEGAL ADVISERS
Chapman Tripp
Level 17, 10 Customhouse Quay
Wellington 6011
New Zealand