SMART PARKING LIMITED — Capital/Financing Update 2016

Nov 22, 2016

Manager of Company Announcements ASX Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

23 November 2016

By E-Lodgement

Pro-rata accelerated non-renounceable entitlement offer – Appendix 3B

Attached is an Appendix 3B in respect of the pro-rata accelerated nonrenounceable entitlement offer as announced on ASX today.

Yours sincerely

Richard Ludbrook Company Secretary

The World's Smartest Parking Tools

Australia 854 Lorimer Street Port Melbourne Victoria 3207 Australia

New Zealand 583 Great South Road PO Box 12584 Penrose Auckland 1642 New Zealand Tel: +64 7823 2090

www.smartparking.com

info@smartparking.com

ASX: SPZ

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Smart Parking Limited

ABN

45 119 327 169

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Ordinary shares (Shares)

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued Smart Parking Limited proposes to issue approximately 42.3 million Shares pursuant to the terms of the fully underwritten accelerated non-renounceable entitlement offer (Entitlement Offer) announced to ASX on Wednesday, 23 November 2016 comprising an Institutional Entitlement Offer and a Retail Entitlement Offer. However, the exact number of new Shares to be issued under the Institutional Entitlement Offer and the Retail Entitlement Offer is subject to reconciliation of shareholder entitlements.

	+securities(e.g.ifoptions,exercise price and expiry date; if+securities,partlypaidtheamount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)	existing Shares on issue.
4	Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +securities?If the additional +securities donot rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	Yes, the new Shares will rank equally in allrespects with existing fully paid Shares fromthe issue date.
5	Issue price or consideration	A$0.20 per Share
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	The proceeds of the Entitlement Offer willbe used to fund thecapital expenditure,sales, marketing, technology enhancementsand working capitalrequirements of theCompany.
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	N/A

The new Shares will be on the same terms as

3 Principal terms of the

+ See chapter 19 for defined terms.

• 6b The date the security holder resolution under rule 7.1A was passed
• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Wednesday, 30 November 2016 (anticipated) for Shares issued under the Institutional Entitlement Offer.

Tuesday, 20 November 2016 (anticipated) for Shares issued under the Retail Entitlement Offer.

N/A

		Number	+Class
8	+classNumberandofall	Aftercompletionofthe	Fullypaid
	+securitiesquotedonASX	EntitlementOffer,there	ordinary
	+securities(includingthein	will be approximately 338.4	shares
	section 2 if applicable)	millionSharesonissue
		(based on the number of
		Shares on issue as at the
		date of this Appendix 3B
		and the number of Shares
		tobeissuedunderthe
		Entitlement Offer, subject
		to the effects of rounding).

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	Nil	Nil

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) No change. Dividend policy same as for other Shares.

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	No.
12	Is the issue renounceable or nonrenounceable?	Non-renounceable.
13	Ratio in which the +securitieswill be offered	1 new Share for every 7 Shares held as at theRecord Date.
14	+Class of +securities to which theoffer relates	Fully paid ordinary shares.
15	+Recorddatetodetermineentitlements	7pm (AEDT) on Friday, 25 November 2016.
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	No.

+ See chapter 19 for defined terms.

17	Policy for deciding entitlementsin relation to fractions	Where fractions arise in the calculation ofentitlements, they will be rounded up tothe nearest whole number of new Shares.
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	All countries other than Australia and NewZealand and any other jurisdiction intowhich it is decided to make offers toinstitutionalinvestorsunderapplicableexceptions from the requirement to issue aprospectus or disclosure document in thosejurisdictions.
19	Closingdateforreceiptofacceptances or renunciations	Thursday,24November2016forInstitutional Entitlement Offer.Tuesday, 13 December 2016 (anticipated)for Retail Entitlement Offer.
20	Names of any underwriters	The Entitlement Offer is fully underwrittenby Baillieu Holst Ltd
21	Amount of any underwriting feeor commission	Anunderwriting,managementandarranging fee of 3% of the proceeds
22	Names of any brokers to theissue	N/A
23	Fee or commission payable tothe broker to the issue	N/A
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	No Prospectus will be issued.A Retail Offer Booklet and Entitlement andAcceptance Form will be sent to eligibleretail shareholders on or around Tuesday,29 November 2016.
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A

28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders selltheir entitlements in full througha broker?	N/A
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A
32	How do security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+Issuedate	Refer to item 7 above.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one)

(a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

+ See chapter 19 for defined terms.

36	If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories
	1 - 1,000
	1,001 - 5,000
	5,001 - 10,000
	10,001 - 100,000
	100,001 and over
37	A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

3839	Number of +securities for which+quotation is sought+Class of +securities for whichquotation is sought	N/AN/A
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?If the additional +securities donot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment	N/A
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother +security, clearly identifythat other +security)	N/A

Number +Class

+class42Numberandofall+securitiesquotedonASX(including the +securities in clause38)	N/A

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: .... ...................... Date: ....23 November 2016......... (Director/Company secretary)

Print name: ...Richard Ludbrook.............................

== == == == ==

+ See chapter 19 for defined terms.