Ann: ALLOT: SNK: (SNK) Snakk Media Limited - Pre-

• Release Date: 19/04/13 18:00
• Summary: ALLOT: SNK: (SNK) Snakk Media Limited - Pre-Break Announcement
• Price Sensitive: No
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SNK
19/04/2013 16:00
ALLOT

REL: 1600 HRS Snakk Media Limited

ALLOT: SNK: (SNK) Snakk Media Limited - Pre-Break Announcement

19 April 2013

NZX Limited
WELLINGTON

Pre-Break Announcement for Issue of 2,000,000 Options to Non-Executive
Directors

This announcement is a "Pre-Break Announcement" made in accordance with NZAX
Listing Rule 10.2.

Snakk Media Limited ("SNK") proposes to issue 1,000,000 options to acquire
ordinary shares in SNK ("Options") to each of the two non-executive directors
of SNK - Tim Alpe and Michelle Kong ("Proposed Transaction").

The Proposed Transaction is subject to the expiry of the 10 business day
Pre-Break Announcement Period, and no special meeting  of the shareholders of
SNK being called pursuant to section 121 of the Companies Act 1993 ("Act"),
within that 10 business day period.

Rationale for the Issue of the Options
Several of the major shareholders of SNK, together with Derek Handley are in
agreement that the issue of the Options to the non-executive directors is
very important in securing the services of suitably qualified individuals to
act as non-executive directors for a growth company such as SNK. It is
anticipated that the issue of the Options will also secure the long-term
services of the non-executive directors and will align their interests with
those of shareholders of SNK.

Directors Certificate
Derek Handley is the only director of SNK that is not interested in the
proposed Transaction.

Derek Handley certifies that the terms of the Proposed Transaction are fair
and reasonable to the shareholders of SNK and in the best interests of the
shareholders of SNK.

Terms of the Proposed Transaction
The principal terms of the issue of the Options are delineated in the
Appendix to this Pre-Break Announcement.

Effect of the Proposed Transaction
In the event that all of the Options are issued to the two non-executive
directors, and all of those Options were exercised and 2,000,000 new ordinary
shares in SNK were issued to the non-executive directors, those new shares
would represent 0.90% of the total number of ordinary fully paid shares
currently on issue in the SNK.

There is no cash consideration to be paid by the two non-executive directors
before they are issued the Options.

The proposed exercise price of each Option is 6.5 cents. This means for every
one Option exercised, the holder is required to pay 6.5 cents to acquire one
new ordinary fully paid share. As at the date of this announcement, the
average weighted price for the ordinary shares of SNK for the previous ten
trading days was 15.5 cents. The proposed exercise price therefore represents
a 58.1% discount to that historical average price.  However, when setting the
exercise price for the Options, regard was had to the last issue price at
which capital was raised by SNK - that issue price was 6.5 cents per share.

The Proposed Transaction has formed part of on-going discussions between the
Chairman Derek Handley and the non-executive Directors regarding their
respective remuneration packages prior to the listing of Snakk Media Limited.
Unfortunately those discussions had not been finalised conclusively until
after the listing. Mr Handley believes that the Company is morally obliged to
enter the Proposed Transaction at the pricing agreed to, being equal to the
initial listing price of the SNK shares (6.5 cents), notwithstanding that
exercise price for the Options represents a significant discount to the
current market price for the SNK shares.

Interests of Directors
Tim Alpe is interested in the Proposed Transaction given he is a proposed
recipient of 1,000,000 Options.

Michelle Kong is interested in the Proposed Transaction given she is a
proposed recipient of 1,000,000 Options.

Ability of Shareholders to Requisition a Shareholders Meeting
Pursuant to the Pre-Break Disclosure regime comprised within NZAX Listing
Rule 10.2, and section 121 of the Companies Act 1993, where shareholders
holding 5% of the shares on issue in SNK submit a written request, the Board
must call a meeting of shareholders. The contact details for SNK for the
acceptance of a "written request" under section 121 of the Companies Act 1993
is:

The Company Secretary
PO Box 302 430
North Harbour
Auckland  0751

Yours sincerely
SNAKK MEDIA LIMITED

Derek Handley
Chairman of Directors

Further Information
For more information, please contact:
Malcolm Lindeque, Snakk Media, 021 464 392
About Snakk Media
Snakk enables brands to reach their consumers on smartphones and tablets,
delivering engaging ads across a network of mobile websites, applications,
and games in a way that is highly targeted, measurable and scalable. The
company's expertise and portfolio of technology aggregates a publisher's
supply of ad space and matches it with an advertiser's demand. Snakk is
deeply committed to building a purpose-driven business that balances
commercial outcomes with a higher social purpose. Investor website:
www.snk.co.nz
APPENDIX

The following summary describes the principal terms of issue of the Options
("Options"):

(a) each Option entitles the holder to acquire one ordinary share in the
Company;
(b) the exercise price payable in respect of each Option, so as to acquire
one ordinary share in the Company, is NZ 6.5 cents;
(c) The Options shall vest in the holder in three tranches as follows:
 (i) one third of the Options shall vest 12 months after the date of their
issue;
(ii) one third of the Options shall vest 24 months after the date of their
issue; and
(iii) one third of the Options shall vest 36 months after the date of their
issue.
Each tranche of Options may only be exercised in the period commencing on the
date on which the respective tranche of Options vest in the respective holder
of the Options, and ending on that date being 24 calendar months after the
date of the vesting of that respective tranche of Options (Exercise Period).

(d) should the services of the holder of an Option cease to be retained by
the Company or a subsidiary of the Company prior to a tranche of Options
vesting in the holder, then those Options that have not vested at that time
shall terminate;
(e) any Options which are not exercised during the Exercise Period shall
lapse;
(f) shares issued upon the exercise of an Option shall be credited as fully
paid and rank equally in all respects with shares on issue at the relevant
exercise date (except for any dividend or other entitlement where the
entitlement date occurs prior to the exercise date);
(g) the Options are not transferable without the prior approval of the
Company in writing;
(h) the holders of the Options will not be entitled to vote at any meeting of
the shareholders of the Company;
(i) on any consolidation, subdivision or other reconstruction of shares the
number of shares over which each Option is exercisable will be adjusted in
proportion to the reconstruction, and the exercise price will remain
unchanged;
(j) if, during the Exercise Period, the Company undertakes a bonus issue to
the shareholders of the Company, the number of shares over which each Option
is exercisable will be increased (or, at the election of the holder of an
Option, additional shares may be reserved for issue on the exercise of the
Option) by the number of shares which the holder of an Option would have
received if the Option had been exercised before the record date for the
bonus issue.  The total exercise price shall remain unchanged however.
End CA:00235380 For:SNK    Type:ALLOT      Time:2013-04-19 16:00:01