Ann: ALLOT: SPY: Notice of Issue of Securities

• Release Date: 07/02/13 12:15
• Summary: ALLOT: SPY: Notice of Issue of Securities
• Price Sensitive: No
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SPY
07/02/2013 10:15
ALLOT

REL: 1015 HRS Smartpay Holdings Limited

ALLOT: SPY: Notice of 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: Ordinary Shares (NZDMBE0001S2).

2. Overall Total Number of Securities Issued: 25,766,281 Ordinary Shares.

3.  Number of Securities Issued pursuant to placement: 24,951,064 Ordinary
Shares

4. Issue Price of Securities:  $0.15 per Security for a total issue price of
NZ$ 1,495,000 and AU$1,800,000.

5. Payment:  The Securities were issued for cash.

6. The Securities have been issued as fully paid.

7. Percentage of Ordinary Shares:  The Securities referred to in 3 above
constitute 7.264% of the total issued Ordinary Share capital of SmartPay.

8. Reason for the Issue:  The Securities were issued in connection with a
Capital Raise to be applied to reduce the additional bank debt drawn down by
the SmartPay group to partially fund the purchase of the business and assets
of Viaduct Limited.

9. 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 30th January 2013
and by a directors' resolution dated 30th January 2013.

10.   Number of Securities Issued pursuant to employee entitlement: 815,217
Ordinary Shares

11. Issue Price of Securities: $0.1705 per Security, being the 20 day VWAP
price to 5th February 2013 for a total issue price of NZ$138,994.50

12. Payment:  The Securities were issued in part consideration of a board
approved bonus for Bradley Gerdis.

13. The Securities have been issued as fully paid.

14. Percentage of Ordinary Shares:  The Securities referred to in 10 above
constitute 0.256% of the total issued Ordinary Share capital of SmartPay.

15. Reason for the Issue:  The Securities were issued part consideration of a
board approved bonus for Bradley Gerdis.

16. Authority for the Issue:  The Securities were issued pursuant to the
authority granted by virtue of a directors' resolution dated 5 February 2013.

17. Total number of SmartPay Ordinary Shares in existence after the issues in
3 and 10 above:  343,504,304 ordinary Shares.

10. Date of Issue:  5th February 2013

Dated this 6th February 2013

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 : 4,000,000  December 2017 Incentive Options
to purchase ordinary shares in the company and 4,000,000 December 2019
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 the December 2017 or December 2019
Incentive Options.  The Options referred to in this notice were issued
pursuant to employment agreements with Martyn Pomeroy and Mark Unwin.  Each
December 2017 Incentive Option entitles the holder to subscribe for one
Ordinary Share in SmartPay on or before 31 December 2017 and each December
2019 Incentive Option entitles the holder to subscribe for one Ordinary Share
in SmartPay on or before 31 December 2019.

4. Payment:  The Options referred to in this notice were issued for nil cash
consideration and pursuant to employment agreements with Martyn Pomeroy and
Mark Unwin. Each December 2017 Incentive Option entitles the holder to
subscribe for one fully paid Ordinary Share in SmartPay on or before 31
December 2017 at NZ$0.20 per share for every option they exercise and each
December 2019 Incentive Option entitles the holder to subscribe for one
Ordinary Share in SmartPay on or before 31 December 2019 at NZ$0.30 per share
for every option they exercise.

5. Percentage of Options:  The December 2017 Incentive Options the subject of
this notice  have an expiry date of 31 December 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 December 2017.

The December 2019 Incentive Options the subject of this notice have an
expiry date of 31 December 2019 and constitute 100% of the total issued
options to acquire Ordinary Shares in the share capital of SmartPay with an
expiry date of 31 December 2019.

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.

SmartPay also has 12,000,000 December 2014 Options on issue with each such
option entitling the holder to subscribe for one fully paid ordinary share in
SmartPay at NZ$0.15 per share on or before 5.00pm on 31 December 2014.

SmartPay also has 12,000,000 March 2017 Options on issue with each such
option entitling the holder to subscribe for one fully paid ordinary share in
SmartPay at NZ$0.20 per share on or before 5.00pm on 31 December 2014.

SmartPay also has 12,000,000 March 2018 Options on issue with each such
option entitling the holder to subscribe for one fully paid ordinary share in
SmartPay at NZ$0.30 per share on or before 5.00pm on 31 December 2014.

6. Reason for the Issue:  As referred to above, the December 2017 and
December 2019 Incentive Options were issued pursuant to employment agreements
with Martyn Pomeroy and Mark Unwin.

7. Authority for the Issue:  The December 2017 and December 2019 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 30th January 2013 and by a directors' resolution dated
30 January 2013.

8. Total number of December 2017 Incentive Options in existence after the
issue: 4,000,000

9. Total number of December 2019 Incentive Options in existence after the
issue:  4,000,000

10. Date of Issue:   5th February 2013.

Dated this 6th February 2013
End CA:00232697 For:SPY    Type:ALLOT      Time:2013-02-07 10:15:27