update on nearmap acquisition , page-2

8 September 2008

Update on NearMap Acquisition

Perth, Western Australia, 8 September 2008 – Diversified technology and intellectual property group, ipernica ltd (ASX : IPR), today announced it had signed further legally binding agreements to acquire a 100% equity interest in NearMap Pty Ltd, an innovative geospatial new media company.

The agreements give effect to the terms of the Heads of Agreement previously announced on 22 July 2008, and include the following:

Share Sale Agreement;
Shareholders Agreement;
Convertible Note Facility Agreement and
Voluntary Escrow Deed.


In the course of finalising these agreements, two material changes have been made to the commercial terms previously announced:

The associated capital raising of A$1 – 2 million at a price of 20c per share will not proceed, limiting any further shareholder dilution; and
The expiry period for the 12.5 million 40c options to be issued as part of the consideration for the acquisition has been extended from 2 years to 3 years.


On completion of the acquisition (due to occur no later than 30 December 2008), ipernica will acquire 100% of NearMap from the current shareholders, for a consideration of:

$4,000,000 in cash;
60,000,000 ipernica shares; and
12,500,000 ipernica options at a strike price of $0.40, with a three year expiry period.


The acquisition is subject to a number of conditions precedent including satisfactory completion of ipernica’s due diligence investigations of NearMap, and ipernica Board and shareholder approval. Mr Graham Griffiths , ipernica Managing Director, has now joined the Board of NearMap.



As part of the cash consideration above, ipernica will inject up to A$1,000,000 (via a convertible note facility) into NearMap prior to completion, with the remainder of the $4,000,000 due on settlement of the transaction.



The ipernica Board believes that this acquisition will benefit ipernica shareholders by leveraging the Company’s existing commercialisation skills, as well as current cash reserves and equity, to aggressively grow the NearMap business. In conjunction with ipernica’s current business which delivered $15.2 million in Net Profit after Tax and $45.2 million in Revenue in FY 2008, the ipernica Board believes that the acquisition will enable the Company to deliver sustainable revenue and profit, and provide consistent returns to shareholders.