SPENDA LIMITED — M&A Activity 2013

Sep 3, 2013

Motopia Limited ABN 67 099 084 143 Level 7, 160 Queen Street Melbourne VIC 3000 t +61 3 8678 1746 f +61 3 8678 1747

4 September 2013

**Share

Acquisition Offers**

Motopia Limited (‘Motopia’ or ‘the Company’) is pleased to announce that it has received offers by the shareholders of CU2 Global Pty Ltd (“CU2”), Priority Processing Systems Pty Ltd (“PPS”) and mVentures Pty Ltd (“mV”) offering to sell shares held by them in those companies (Share Acquisition Offers).

Motopia has, through its subsidiary Lemon and Lime Pty Ltd, entered into agreements with each of these companies which gives it the right to manage their businesses for a period of 3 years and to receive income consequent upon the exercise of its management rights. The acquisition of the management rights has been announced to ASX on 23 August 2013.

Lemon and Lime will be providing use of its mobile application and ticketing development platform under these agreements.

The share acquisition offers provide Motopia with the opportunity to acquire equity in the 3 companies at an EBIT multiple determined on agreed milestones being achieved in the financial performance of the companies. The vesting dates vary but in general terms Motopia is entitled to acquire up to 20% of each of the companies on the expiration of a 12 month period and addition equity up to a total of 49% on the expiration of 24 months and up to 100% within 36 months.

Consideration paid by Motopia for any share acquisition will be in either Motopia shares or cash and will be subject to any necessary ASX or shareholder approvals.

Motopia has no obligation to acquire any of these shares and an acquisition(s) will only be considered based on an analysis of the individual company’s financial performance at the specific milestone dates.

Any acquisition of shares will be directed to underpinning sustainable profitability of Motopia.

**Overview

of CU2, PPS and mV**

**CU2

Global**

CU2 is the exclusive global distributor for ConvertU2 Technologies Pty Ltd’s (“ConvertU2”) 2SQL Software (“2SQL”).

ConvertU2 Technologies is an Australian based company and world leader in the automated conversion and migration of Microsoft Access Applications & Databases to Microsoft Sequel (SQL) Server. Its 2SQL program is considered the panacea or ‘Silver Bullet’ for automating the migration of Microsoft Access to the SQL Server platform.

Motopia Limited ABN 67 099 084 143 Level 7, 160 Queen Street Melbourne VIC 3000 t +61 3 8678 1746 f +61 3 8678 1747

2SQL’s automation capability consistently delivers between a 95% -­‐ 97% conversion completion outcome. Importantly, 2SQL also provides significant journaling and detail to aid developers engaged in the residual 3% -­‐ 5% manual clean-­‐up effort.

The impact on businesses of the 2SQL automation program is to reduce conversion costs and effort, with projects timelines typically cut by up to 70% and costs by up to half, and in many cases more.

**Priority

Processing Pty Ltd**

PPS has been established to supply a range of financial transaction services into a number of industry sectors.

These include Customer Engagement Program (CEP) operators (loyalty program operators), clubs and associations, major utilities, super funds, unions, merchant groups and charitable organisations.

PPS will facilitate the interaction between consumers and retailers by enabling direct, intimate, targeted and rewarding transactions between them. This comes from its innovative and powerful consumer rewards and engagement programs (Bonus Cash) now combined with Lemon and Limes digital mobile and m/ecommerce technology and management to provide consumer and retailer benefits that that have not been previously available.

**mVentures

Pty Ltd**

mV supplies services into the prepaid (debit card) transaction processing space. mV is capitalizing on an opportunity to address existing unsatisfied demand in the Club and Associations sector (including loyalty programs) through providing real-­‐time financial transaction services which integrate with loyalty and existing management systems.

Central to the opportunity is the current financial pressure on the Clubs to increase their membership and to implement methods to supplement and/or replace potential lost revenue due to legislation in the gaming industry.

For further information contact:

Justyn Stedwell Company Secretary T: +61 3 8678 1746 F: +61 3 8678 1747