Ann: ALLOT: SPY: Notice of Issue of Securities

• Release Date: 11/07/12 18:41
• Summary: ALLOT: SPY: Notice of Issue of Securities
• Price Sensitive: No
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SPY
11/07/2012 16:41
ALLOT

REL: 1641 HRS Smartpay Holdings Limited

ALLOT: SPY: Notice of 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. Overall Total Number of Securities Issued 30,394,780 Ordinary Shares.

CONVERSION OF CONVERTIBLE NOTES

3. Total Number of Securities Issued: 10,000,000

4. Issue Price of Securities:  $0.10 per Security for a total issue price of
NZ$1,000,000.

5. Payment:  The Securities were issued as a result of the Conversion of
1,000,000 Convertible Notes at $0.10 per share.

6. The Securities have been issued as fully paid.

7. Percentage of Ordinary Shares:  The Securities referred to in 3 above
constitute 3.423% of the total issued Ordinary Share capital of SmartPay.

8. Reason for the Issue:  The Securities were issued as a result of the
conversion of 1,000,000 Convertible Notes.

9. Authority for the Issue:  The Securities were issued pursuant the
authority granted by virtue of directors' resolutions dated 1st December 2011
and 21st December 2011.

EQUITY RAISE ALLOTMENTS

10. Total Number of Securities Issued: 11,699,128

11. Issue Price of Securities: $0.115 per Security for a total issue price
of AU$75,000 and NZ$1,250,000.

12. Payment:  The Securities were issued for cash.

13. The Securities have been issued as fully paid.

14. Percentage of Ordinary Shares:  The Securities referred to in 10 above
constitute 4.005% of the total issued Ordinary Share capital of SmartPay.

15. Reason for the Issue:  The Securities were issued in connection with a
refinance of Smartpay's corporate and rental book debt.

16. 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 28th June 2012.

OTHER ALLOTMENTS

17. Total Number of Securities Issued: 8,695,652

18. Issue Price of Securities: $0.115 per Security for a total issue price
of NZ$1,000,000.

19. Payment:  The Securities were issued for cash.

20. The Securities have been issued as fully paid.

21. Percentage of Ordinary Shares:  The Securities referred to in 17 above
constitute 2.977% of the total issued Ordinary Share capital of SmartPay.

22. Reason for the Issue:  The Securities were issued in connection with a
refinance of Smartpay's corporate and rental book debt.

23. Authority for the Issue:  The Securities were issued pursuant to the
authority granted by virtue of director's resolution dated 10th July 2012.

24. Total number of SmartPay Ordinary Shares in existence after the issue
292,130,941 ordinary Shares.

25. Date of Issue:  11th July 2012

Dated this 11th July 2012
End CA:00224849 For:SPY    Type:ALLOT      Time:2012-07-11 16:41:08