IKE
02/03/2016 08:45
S/HOLDER
NOT PRICE SENSITIVE
REL: 0845 HRS ikeGPS Group Limited (NS)
S/HOLDER: IKE: Notice to Shareholders
Notice to Shareholders
PROPOSAL TO MAKE OFFER TO ACQUIRE SHARES ISSUED BY IKEGPS GROUP LIMITED
PURSUANT TO SECTION 60(1)(b)(ii) OF THE COMPANIES ACT 1993
Terms of the Offer
ikeGPS Group Limited (the Company) proposes to offer to acquire 903,614
ordinary shares issued by the Company (the Shares) from GE Trademark
Licensing, Inc (GE) for nil consideration (the Offer).
Why is the Offer being made?
The Company is making the Offer because, as announced on 4 January 2015,
ikeGPS Limited (ikeGPS) has chosen to cease using the General Electric
trademark with its electric utility solution in accordance with the terms of
the agreement between the parties (the Termination).
The terms of the agreement between GE and ikeGPS provided that:
o The consideration due to GE must be satisfied by ikeGPS procuring that the
Company issue GE (or its nominee) ordinary shares in the Company.
o In certain circumstances where ikeGPS terminates the agreement between the
parties prior to the expiry of the agreement's initial term, GE must procure
the refund of a portion of consideration under the agreement in proportion to
the balance of the initial term of the agreement that is avoided as a result
of the termination.
As a result of the Termination, GE is required to procure that General
Electric Company transfer 903,614 shares back to the Company. The Companies
Act 1993 requires that, to allow General Electric Company to transfer the
shares back to the Company, the Company must first offer to acquire the
Shares from General Electric Company.
The Shares are deemed to be cancelled immediately upon being acquired by the
Company pursuant to the Offer.
Reseller relationship with GE Digital Energy not materially affected
As announced on 5 January 2016, ikeGPS' reseller relationship with GE Digital
Energy, the operating General Electric business unit that serves the utility
and infrastructure market, is not materially affected by this change. ikeGPS
will also continue to work unchanged with GE Digital Energy's partners, and
ikeGPS and General Electric continue to assess future integration options
with respect to various software products.
General
No director of the Company has any relevant interest in any shares the
subject of the Offer.
To make the Offer the Board of the Company has resolved on 29 February 2016
that the:
1 acquisition of the Shares under the Offer is in the best interests of the
Company and is of benefit to the remaining shareholders; and
2 terms of the Offer and the consideration offered for the Shares are fair
and reasonable to both the Company and the remaining shareholders.
This disclosure document is given to you pursuant to section 61(5) of the
Companies Act 1993.
Yours faithfully
Glenn Milnes
For the Board of Directors
End CA:00278635 For:IKE Type:S/HOLDER Time:2016-03-02 08:45:10
