ikeGPS Group Limited logo

Notice of Allotment of Securities

Capital Change28 September 2018IKEMaterials

September 28, 2018


Client Market Services

NZX Limited

WELLINGTON


By NZ MAP



ikeGPS SHARE PURCHASE PLAN CLOSES – ALLOTMENT OF SHARES

ikeGPS Group Limited (NZX: IKE) (ASX: IKE) announces the completion of its $1.25 million

Share Purchase Plan (SPP), which opened on 6 September 2018 and closed on 24

September 2018. IKE is pleased to advise that it has today allotted a total of 2,065,466 new

ordinary shares under the SPP, raising NZ$1,074,000 in capital.

In addition to the SPP, IKE has successfully placed the remaining unsubscribed amount of

$176,000 from the SPP to a wholesale shareholder, who was scaled back during the initial

NZ$5 million placement made on 24 August 2018 (Placement). Under this placement,

338,462 shares have been issued today at NZ$0.52 per share (being the same price IKE

shares were issued under the SPP).

This capital raising follows the completion of an oversubscribed NZ$5 million Placement of

new ordinary shares to investors in August. Following the Placement, IKE offered existing

New Zealand shareholders the opportunity to subscribe for new ordinary shares at NZ$0.52

per share through the SPP offer.

In accordance with Listing Rule 7.12.1, particulars of the share allotments that have

occurred are set out below. Additionally, in accordance with ASX Listing Rules, an Appendix

3B announcement is attached to this announcement.


Contacts:


ikeGPS Glenn Milnes


Chief Executive Officer

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



NZSX/NZDX - NOTICE PURSUANT TO LISTING RULE 7.12.1


For the purpose of Listing Rule 7.12.1, ikeGPS Group Limited (NZX: IKE) advises the

following unlisted options have been issued to directors and employees of IKE or its

subsidiaries.




a Class of Security


ISIN

Ordinary shares


NZIKEE0001S9

b Number issued 2,403,928

c Nominal value


Issue price

N/A


$0.52 per ordinary share

d Payment in Cash Payable in cash

e Amount paid up Fully paid ordinary shares

f Principal terms of the

Securities

The shares have identical rights, privileges,

limitations and conditions as, and rank equally with,

the existing ordinary shares.

g Percentage of class f

securities

2.73% of the total number of fully paid ordinary

shares prior to this issue (rounded to 2 decimal

places)

h Reason for issue Allotment upon settlement of Share Purchase Plan

and placement of shortfall (capital raising)

i Authority for issue Board resolution dated 5 September 2018 and 27

September 2018

j Terms of issue The shares were issued with identical rights,

privileges, limitations and conditions as, and rank

equally with, the existing ordinary shares

k Number of securities

of the class in

existence after issue

90,469,597

l Treasury stock N/A

m Date of issue 28 September 2018

---

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 1

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B


New issue announcement,

application for quotation of additional securities

and agreement


Information or documents not available now must be given to ASX as soon as available. Information and

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

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05,

01/08/12, 04/03/13



Name of entity

ikeGPS Group Limited


ABN

615 503 145


We (the entity) give ASX the following information.



Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).


1

+

Class of

+

securities issued or to

be issued


Ordinary shares (Shares)



2 Number of

+

securities issued or

to be issued (if known) or

maximum number which may be

issued


2,403,928 Shares



3 Principal terms of the

+

securities

(e.g. if options, exercise price and

expiry date; if partly paid

+

securities, the amount

outstanding and due dates for

payment; if

+

convertible

securities, the conversion price

and dates for conversion)

The new Shares will be on the same terms as

existing Shares on issue.

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 2 04/03/2013



4 Do the

+

securities rank equally in

all respects from the

+

issue date

with an existing

+

class of quoted

+

securities?


If the additional

+

securities do

not rank equally, please state:

• the date from which they do

• the extent to which they

participate for the next

dividend, (in the case of a

trust, distribution) or interest

payment

• the extent to which they do

not rank equally, other than

in relation to the next

dividend, distribution or

interest payment

Yes, the new Shares will rank equally in all

respects with existing fully paid Shares from

the issue date.



5 Issue price or consideration


NZ$0.52 per Share



6 Purpose of the issue

(If issued as consideration for

the acquisition of assets, clearly

identify those assets)







The proceeds of will be used

to fund the company’s working capital

requirement for the coming 12 to 18 months.



6a Is the entity an

+

eligible entity

that has obtained security holder

approval under rule 7.1A?


If Yes, complete sections 6b – 6h

in relation to the

+

securities the

subject of this Appendix 3B, and

comply with section 6i

N/A



6b The date the security holder

resolution under rule 7.1A was

passed

N/A



6c Number of

+

securities issued

without security holder approval

under rule 7.1

N/A



6d Number of

+

securities issued

with security holder approval

under rule 7.1A

N/A


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 3

6e Number of

+

securities issued

with security holder approval

under rule 7.3, or another

specific security holder approval

(specify date of meeting)


N/A



6f Number of

+

securities issued

under an exception in rule 7.2

N/A



6g If

+

securities issued under rule

7.1A, was issue price at least

75% of 15 day VWAP as

calculated under rule 7.1A.3?

Include the

+

issue date and both

values. Include the source of the

VWAP calculation.

N/A



6h If

+

securities were issued under

rule 7.1A for non-cash

consideration, state date on

which valuation of consideration

was released to ASX Market

Announcements

N/A



6i Calculate the entity’s remaining

issue capacity under rule 7.1 and

rule 7.1A – complete Annexure 1

and release to ASX Market

Announcements

N/A



7

+

Issue dates

Note: The issue date may be prescribed by ASX

(refer to the definition of issue date in rule

19.12). For example, the issue date for a pro

rata entitlement issue must comply with the

applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Friday, 28 September 2018




Number

+

Class

8 Number and

+

class of all

+

securities quoted on ASX

(including the

+

securities in

section 2 if applicable)




2,403,928 Fully paid

ordinary

shares


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 4 04/03/2013



Number

+

Class

9 Number and

+

class of all

+

securities not quoted on ASX

(including the

+

securities in

section 2 if applicable)




3,605,000 Options



10 Dividend policy (in the case of a

trust, distribution policy) on the

increased capital (interests)

No change. Dividend policy same as for other

Shares.



Part 2 - Pro rata issue


11 Is security holder approval

required?


N/A



12 Is the issue renounceable or non-

renounceable?

N/A



13 Ratio in which the

+

securities will

be offered

N/A



14

+

Class of

+

securities to which the

offer relates

N/A



15

+

Record date to determine

entitlements

N/A




16 Will holdings on different

registers (or subregisters) be

aggregated for calculating

entitlements?

N/A



17 Policy for deciding entitlements in

relation to fractions


N/A



18 Names of countries in which the

entity has security holders who

will not be sent new offer

documents

Note: Security holders must be told how their

entitlements are to be dealt with.

Cross reference: rule 7.7.

N/A



19 Closing date for receipt of

acceptances or renunciations

N/A

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 5


20 Names of any underwriters



N/A



21 Amount of any underwriting fee

or commission

N/A



22 Names of any brokers to the issue



N/A



23 Fee or commission payable to the

broker to the issue

N/A



24 Amount of any handling fee

payable to brokers who lodge

acceptances or renunciations on

behalf of security holders

N/A



25 If the issue is contingent on

security holders’ approval, the

date of the meeting

N/A



26 Date entitlement and acceptance

form and offer documents will be

sent to persons entitled

N/A



27 If the entity has issued options,

and the terms entitle option

holders to participate on exercise,

the date on which notices will be

sent to option holders

N/A



28 Date rights trading will begin (if

applicable)

N/A



29 Date rights trading will end (if

applicable)



N/A



30 How do security holders sell their

entitlements in full through a

broker?

N/A



31 How do security holders sell part

of their entitlements through a

broker and accept for the

balance?

N/A


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 6 04/03/2013


32 How do security holders dispose

of their entitlements (except by

sale through a broker)?

N/A



33

+

Issue date



N/A



Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities


34 Type of

+

securities

(tick one)


(a)


+

Securities described in Part 1



(b)


All other

+

securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,

employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible

securities


Entities that have ticked box 34(a)


Additional securities forming a new class of securities



Tick to indicate you are providing the information or

documents



35


If the

+

securities are

+

equity securities, the names of the 20 largest holders of the

additional

+

securities, and the number and percentage of additional

+

securities

held by those holders



36


If the

+

securities are

+

equity securities, a distribution schedule of the additional

+

securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over



37


A copy of any trust deed for the additional

+

securities

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 7


Entities that have ticked box 34(b)


38 Number of

+

securities for which

+

quotation is sought


N/A




39

+

Class of

+

securities for which

quotation is sought


N/A



40 Do the

+

securities rank equally in

all respects from the

+

issue date

with an existing

+

class of quoted

+

securities?


If the additional

+

securities do not

rank equally, please state:

• the date from which they do

• the extent to which they

participate for the next

dividend, (in the case of a trust,

distribution) or interest

payment

• the extent to which they do not

rank equally, other than in

relation to the next dividend,

distribution or interest

payment

N/A



41 Reason for request for quotation

now

Example: In the case of restricted securities, end

of restriction period


(if issued upon conversion of

another

+

security, clearly identify

that other

+

security)


N/A




Number

+

Class

42 Number and

+

class of all

+

securities quoted on ASX

(including the

+

securities in clause

38)




N/A


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 8 04/03/2013



Quotation agreement


1

+

Quotation of our additional

+

securities is in ASX’s absolute discretion. ASX

may quote the

+

securities on any conditions it decides.


2 We warrant the following to ASX.


• The issue of the

+

securities to be quoted complies with the law and is

not for an illegal purpose.


• There is no reason why those

+

securities should not be granted

+

quotation.


• An offer of the

+

securities for sale within 12 months after their issue

will not require disclosure under section 707(3) or section 1012C(6) of

the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able

to give this warranty


• Section 724 or section 1016E of the Corporations Act does not apply to

any applications received by us in relation to any

+

securities to be

quoted and that no-one has any right to return any

+

securities to be

quoted under sections 737, 738 or 1016F of the Corporations Act at the

time that we request that the

+

securities be quoted.


• If we are a trust, we warrant that no person has the right to return the

+

securities to be quoted under section 1019B of the Corporations Act at

the time that we request that the

+

securities be quoted.


3 We will indemnify ASX to the fullest extent permitted by law in respect of any

claim, action or expense arising from or connected with any breach of the

warranties in this agreement.


4 We give ASX the information and documents required by this form. If any

information or document is not available now, we will give it to ASX before

+

quotation of the

+

securities begins. We acknowledge that ASX is relying on the

information and documents. We warrant that they are (will be) true and

complete.



Sign here: ............................................................ Date: ......28/09/2018..........

(Company secretary)



Print name: ......Chris Birkett...........................................


== == == == ==

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