Pre-break announcement

Pre-break announcement
Auckland, New Zealand – 1 September 2015

Introduction

VMob Group Limited (NZAX:VML) (‘VMob’) has applied to NZX Limited (‘NZX’) to request:

• cessation of Quotation of its shares on the NZX Alternative Market (‘NZAX’) in accordance with Rule 5.4.1(b) of the NZAX Listing Rules; and
• commencement of Quotation of its shares on the NZX Main Board in accordance with Rule 5.2 of the NZX Main Board Listing Rules, (the ‘Migration’).

Capitalised terms used in this pre-break announcement and which are not otherwise defined have the meanings given to those terms in the NZAX Listing Rules or the NZX Main Board Listing Rules (as applicable).

Why is VMob making this pre-break announcement?

Under NZAX Listing Rule 5.4.1, NZX may impose conditions on the cancellation of Quotation of securities on the NZAX. Similarly, under NZX Main Board Listing Rule 5.3.2, NZX may impose conditions that must be fulfilled in order to obtain Quotation of securities on the NZX Main Board.

One of the conditions set by NZX for the Migration is the requirement for VMob to comply with the pre-break disclosure procedure contained in Rule 10.2 of the NZAX Listing Rules. This pre-break announcement is released in order to satisfy that condition. Other key conditions set by NZX for the Migration require:

• VMob to issue a “Profile” which must include, amongst other things, a “cleansing notice” to confirm VMob’s compliance with its continuous disclosure obligations and that VMob is not relying on any exclusion in Rule 10.1.1(a) of the NZAX Listing Rules to avoid or delay disclosure of Material Information. That Profile will also identify the Independent Directors of VMob at that time; 
• VMob Directors to provide acknowledgments to NZX under NZX Main Board Listing Rule 2.2.2; 
• VMob to provide a legal opinion to NZX, confirming that VMob’s constitution complies with the NZX Main Board Listing Rules; 
• VMob to confirm to NZX that it complies with the Independent Director requirements in Rule 3.3.1 of the NZX Main Board Listing Rules and the audit committee requirements in Rule 3.6 of the NZX Main Board Listing Rules; and
• VMob to confirm to NZX that it meets the spread requirements in Rule 5.2.3 of the NZX Main Board Listing Rules.

In connection with the Migration, VMob has applied for waivers from Rules 5.2.1 and 5.2.2(b) of the NZX Main Board Listing Rules, to enable VMob to apply directly for Quotation of its shares on the NZX Main Board (rather than being required to make that application through an Organising Participant).

What will happen to my existing shares in VMob as a result of the Migration?

If the Migration proceeds, your shares, which are currently quoted on the NZAX, will be quoted on the NZX Main Board. VMob will become subject to the NZX Main Board Listing Rules, and you will have the rights as a shareholder set out in those Rules, as well as your rights as set out in Schedule 2 of VMob’s constitution that come into force from the date of quotation, as well as all other rights under other applicable law.

In comparison to the NZAX Listing Rules, the NZX Main Board Listing Rules impose enhanced governance requirements on VMob (including, for example, the requirement for a minimum number of Independent Directors) and more restrictive requirements on the types of transaction that may be undertaken by VMob without shareholder approval. In addition, the NZX Main Board Listing Rules do not contain pre-break disclosure provisions.

VMob does not consider that any material negative effect to its existing shareholders will arise due to the Migration.

Shareholders have the right to call a special meeting
Section 121 of the Companies Act 1993 requires that the Board of VMob call a special meeting of shareholders if shareholders holding shares in VMob together carrying not less than 5% of the voting rights entitled to be exercised at a meeting of shareholders submit a written request for a meeting.

As required by NZX, the Migration pursuant to this pre-break announcement is conditional on:

• the expiry of a period of 10 trading days following this pre-break announcement; and
• no special meeting of shareholders being called pursuant to section 121 of the Companies Act 1993 during the 10 trading day period referred to above.

If these conditions are satisfied, VMob may proceed with the Migration, provided that the other conditions imposed by NZX are fulfilled to NZX’s satisfaction.

The contact details for VMob for the delivery and acceptance of a written request under section 121 of the Companies Act 1993 are: 
VMob Group Limited PO Box 90722 Victoria Street West Auckland
Attention: Steve Allan

Reasons for the Migration

VMob believes the move to the NZX Main Board is in the best interest of shareholders and is likely to lead to increased investor exposure and improved liquidity.

Timetable

The key milestones for the Migration are as follows: 
Expiry of the pre-break announcement period 1 October 2015
Cessation of Quotation of VMob shares on NZAX from close of trading 1 October 2015

Directors’ interests

VMob does not consider that any Directors of VMob are interested in the Migration.

Certificate

We, being all of the Directors of VMob, certify that the terms of the Migration are fair and reasonable to VMob shareholders and in the best interests of VMob shareholders. 

Scott John Bradley
Philip John Norman
Timothy John Cook
Sean Robert Joyce
Michael James Carden

For further information, please contact: Steve Allan, Chief Financial Officer +64 27 480 9991 steven.allan@vmob.com

About VMob

VMob is an end-to-end mobile personalisation platform that lets retailers and other customer-facing brands create highly personalised marketing campaigns to reach customers at exactly the right time and place – resulting in much higher conversion rates. 
The VMob platform integrates with the brand’s own smartphone app to continuously collect and store a range of real-time data (including location, movement speed, local weather and nearby events), combining it with information on past transactions through its “Internet of Things” platform to deliver a level of personalised content not possible with other media.

Offers, campaigns and content personalised with this data are delivered within the smartphone app, and to other channels via API connections.

VMob was founded in Auckland, New Zealand and now has offices in San Francisco, Chicago, New York, London, Tokyo and Sydney and is listed on the NZX Alternative Market (NZAX: VML).

VMob has already achieved success in worldwide markets with strong partnerships and clients including McDonald’s, 7-Eleven, Exxon, Anheuser Busch, Heart of the City, Spark New Zealand, Telkom Indonesia, Loyalty New Zealand, and Yellow Pages.

Visit www.vmob.com to learn more.

ENDS