Ann: ALLOT: SPY: Issue of Securities

• Release Date: 29/02/12 15:57
• Summary: ALLOT: SPY: Issue of Securities
• Price Sensitive: No
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SPY
29/02/2012 13:57
ALLOT

REL: 1357 HRS Smartpay Holdings Limited

ALLOT: SPY: Issue of Securities

Type: Allot
Notice of Issue of Securities

To: New Zealand Exchange Limited

Pursuant to Listing Rule 7.12.1, SmartPay Holdings Limited ("SmartPay") gives
notice that it has issued the following securities:

1. Class of Security and ISIN: Convertible Notes convertible into Ordinary
Shares (NZDMBE0001S2).

2. Number of Securities Issued:  1,000,000 Convertible Notes.  Each
Convertible Note represents a debt obligation of SmartPay and is convertible
at the option of the holder into Ordinary Shares in SmartPay at $0.10 per
Share.

3. Issue Price of Securities:  Each Convertible Note was issued for $1.00
resulting in aggregate consideration of $1,000,000.

4. Payment:  The Convertible Notes were issued for $1,000,000 in cash in
aggregate.  Each Convertible Note is a debt obligation of SmartPay and
accrues interest at 10% per annum.

5. Percentage of Convertible Notes:  The Convertible Notes that are the
subject of this Notice constitute 25% of the total Convertible Notes of
SmartPay currently on issue.  If all of the convertible Notes the subject of
this Notice were converted into Ordinary Shares on the date of this notice,
the  10,000,000 Ordinary shares to be issued to the holder of the Convertible
Notes would constitute 7.124 % of the total issued Ordinary Share Capital of
SmartPay.

6. Reason for the Issue:  The Convertible Notes were issued to provide
SmartPay with working capital funding and funds to repay high interest debt.

7. Authority for the Issue:  The Convertible Notes were issued pursuant to
the authority granted by virtue of an ordinary resolution passed by the
shareholders at a Special Meeting of Shareholders held on 24th February 2012.

8. Further terms of the issue: Each Convertible Note represents a debt
obligation of SmartPay and accrues interest at 10% per annum payable monthly
in arrears.  Subject to earlier conversion into Ordinary Shares in SmartPay
and no event of default having occurred, the Convertible Notes are redeemable
in full by SmartPay on 15 February 2013.  SmartPay may elect to redeem the
Convertible Notes early.  The Convertible Notes are convertible into Ordinary
Shares in SmartPay at the conversion rate (being $0.10 per Ordinary Share) at
any time by the holder of the Convertible Notes.

SmartPay has executed a general security agreement granting the holder of the
Convertible Notes a security interest in its assets and undertakings as
security for the performance of the obligations of SmartPay with respect to
the Convertible Notes.

SmartPay's obligations with respect to the Convertible Notes are guaranteed
by certain SmartPay subsidiaries and each such relevant subsidiary has
executed a general security agreement granting the holder of the Convertible
Notes a security interest in its assets and undertakings as security for the
performance of the relevant subsidiaries obligations under the guarantee.

9. Total Number of Convertible Notes in existence after the issue: 4,000,000
(which are convertible into 30,000,000 Ordinary Shares in SmartPay as per 5
above).

10. Date of Issue:   27 February 2012

Dated this 29 February 2012
End CA:00220173 For:SPY    Type:ALLOT      Time:2012-02-29 13:57:31