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