Ann: ALLOT: SPY: Issue of Securities

• Release Date: 21/03/12 16:10
• Summary: ALLOT: SPY: Issue of Securities
• Price Sensitive: No
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SPY
21/03/2012 14:10
ALLOT

REL: 1410 HRS Smartpay Holdings Limited

ALLOT: SPY: Issue of Securities

SMARTPAY HOLDINGS LIMITED (NZX:SPY)

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: Ordinary Shares (NZDMBE0001S2).

2. Total Number of Securities Issued 1,081,778 Ordinary Shares.

3.  Issue of Shares

(a) Number of Securities Issued 961,028 Ordinary Shares.

(b) Issue Price of Securities: $0.10 per Security for a total issue price of
$96,102.80

(c) Payment:  The Securities were issued for cash.

(d) The Securities have been issued as fully paid.

(e) Percentage of Ordinary Shares:  The Securities referred to in 3(a) above
constitute 0.649% of the total issued Ordinary Share capital of SmartPay.

(f)  Reason for the Issue:  The Securities were issued to enable the business
to repay debt and for general working capital requirements.

(g) Authority for the Issue:  The Securities 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.

(h) Date of Issue:  20th March 2012

4. Staff Issue

(a) Number of Securities Issued:  120,750 Ordinary shares

(b) Issue Price of Securities: $0.10 per security for a total issue price of
$12,075.00

(c) Payment: The Securities were issued in consideration for employment
services provided.

(d) The Securities have been issued as fully paid

(e) Percentage of Ordinary Shares: The Securities referred to in 4(a) above
constitute 0.082% of the total issued Ordinary Share Capital of SmartPay.

(f) Reason for the Issue:  The Securities were issued pursuant to obligations
of SmartPay referred to in item 4(c) above

(g)   Authority for the Issue: The Securities were issued pursuant to the
authority granted by virtue of a Director's resolution dated 24th February
2012.

(h) Date of Issue:  21st  March 2012

5. Total number of SmartPay Ordinary Shares in existence after the issue:
148,117,637 ordinary Shares.

Dated this 21st  March 2012

SMARTPAY HOLDINGS LIMITED (NZX:SPY)

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: Options to acquire ordinary shares
(NZDMBE0001S2).

2. Number of Securities Issued : 10 million March 2017 Incentive Options to
purchase ordinary shares in the company and 10 million March 2018 Incentive
Options to purchase ordinary shares in the Company.

3. Issue Price of Securities:  No cash payment was made to SmartPay in
connection with the issue of either of the March 2017 or March 2018 Incentive
Options.  The Options referred to in this notice were issued pursuant to a
consultancy agreement with Active Capital Partners Pty Limited.  Each March
2017 Incentive Option entitles the holder to subscribe for one Ordinary Share
in SmartPay on or before 31 March 2017 and each March 2018 Incentive Option
entitles the holder to subscribe for one Ordinary Share in SmartPay on or
before 31 March 2018.

4. Payment:  The Options referred to in this notice were issued for nil cash
consideration and pursuant to a consultancy agreement with Active Capital
Partners Pty Limited. Each March 2017 Incentive Option entitles the holder to
subscribe for one fully paid Ordinary Share in SmartPay on or before 31 March
2017 at  NZD$0.20 per share and each March 2018 Incentive Option entitles the
holder to subscribe for one fully paid Ordinary Share in SmartPay on or
before 31 March 2018 at  NZD$0.30 per share. The holder of a March 2017
Incentive Option will be required to pay NZ$0.20 to SmartPay for every March
2017  Incentive Option they exercise and the holder of a March 2018 Incentive
Option will be required to pay NZ$0.30 to SmartPay for every March 2018
Incentive Option they exercise.

5. Percentage of Options:  The March 2017 Incentive Options the subject of
this notice  have an expiry date of 31 March 2017 and constitute  100% of the
total issued options to acquire Ordinary Shares in the share capital of
SmartPay with an expiry date of 31 March 2017.

The March 2018 Incentive Options the subject of this notice  have an expiry
date of 31 March 2018 and constitute  100% of the total issued options to
acquire Ordinary Shares in the share capital of SmartPay with an expiry date
of 31 March 2018.

SmartPay also has 20,000,000 March 2016 Options on issue with each such
option entitling the holder to subscribe for one tenth of one fully paid
Ordinary Share in SmartPay at  NZD$0.40 per share on or before 5.00 pm on 31
March 2016.

SmartPay also has 35,000,000 March 2014 Directors Incentive Options on issue
with each such option entitling the holder to subscribe for one tenth of one
fully paid ordinary share in SmartPay at NZ$0.40 per share on or before
5.00pm on 31 March 2014.

SmartPay also has 35,000,000 March 2016 Directors Incentive Options on issue
with each such option entitling the holder to subscribe for one tenth of one
fully paid ordinary share in SmartPay at NZ$0.50 per share on or before
5.00pm on 31 March 2016.

6. Reason for the Issue:  As referred to above, the March 2017 and March 2018
Incentive Options were issued pursuant to a consultancy agreement with Active
Capital Partners Pty Limited.

7. Authority for the Issue:  The March 2017 and March 2018 Incentive Options
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. Total number of SmartPay March 2017 Incentive Options in existence after
the issue:   10,000,000

9. Total number of SmartPay March 2018 Incentive Options in existence after
the issue:   10,000,000

10. Date of Issue: 26th February 2012.

Dated this 21st March 2012
End CA:00220983 For:SPY    Type:ALLOT      Time:2012-03-21 14:10:21