SPENDA LIMITED — M&A Activity 2017

Mar 22, 2017

==> picture [203 x 62] intentionally omitted <==

modernising business

**Motopia

merger
partner
Cirralto
executes
significant reseller
agreement**

Highlights

• Cirralto
  signs
  a
  reseller
  agreement
  with
  international
  e-­‐Commerce
  vendor

• Agreement
  brings
  immediate
  revenue
  and
  growth
  outlook
  via
  migration
  and
  cloud enablement
  services

• Pilot
  program
  for
  e-­‐Commerce
  migration
  underway
  to
  validate
  Cirralto’s
  technology capabilities

• On
  completion
  of
  pilot
  program,
  a
  joint
  marketing
  initiative
  will
  be
  implemented
  to
  acquire customers
  for
  e-­‐Commerce
  migration

• Cirralto
  acquisition
  by
  Motopia
  on
  schedule
  to
  conclude
  on
  or
  before
  30
  June
  2017

Melbourne,
23
March
2017 .
Motopia
Limited
(ASX:
MOT
or
the
company)
is
pleased
to
update
the market
on
its
acquisition
of
cloud
data
migration
technology
and
service
provider
Cirralto
Business Services
Pty
Ltd
(Cirralto)
as
announced
on
November
10
2016
(Acquisition).
We
are
also
pleased
to announce
that
Cirralto
has
signed
a
significant
reseller
agreement
(the
Agreement)
with
an international
e-­‐Commerce
vendor
that
will
provide
a
catalyst
for
significant
future
revenues
to
the merged
company.

Modernisation
and
migration
of
business
data
and
systems
to
the
Cloud
by
Cirralto
can
be
executed across
a
range
of
versions
of
MYOB,
Quickbooks
and
Xero
along
with
other
systems.
Modernisation
of customer
data
and
systems
to
a
cloud
based
version
is
essential
for
current
and
future
POS
and
supply chain
management.

Motopia
estimates
there
are
many
thousands
of
small
and
medium
enterprise
businesses
that
will require
such
modernisation
service
and
the
company
is
confident
that
this
agreement
will
bring significant
revenues
to
the
merged
Motopia
entity
as
the
service
is
rolled
out
via
this
reseller agreement
offering.

P +61
3
8678
1746 F +61
3
8678
1747 inquiry@motopia.com

PO
Box
90 Head
Office Kingsville
VIC 3/35
Toorak
Road Australia
3012 South
Yarra
VIC
3141

Motopia
Limited ABN
67
099
084
143 www.motopia.com

==> picture [142 x 44] intentionally omitted <==

**Acquisition

Update**

On
November
10
2016,
Motopia
announced
the
binding
terms
of
the
acquisition
of
Cirralto
by
Motopia (Motopia
to
acquire
cloud
data
migration
technology
and
service
provider
Cirralto
Business
Services Pty
Ltd)
http://www.asx.com.au/asxpdf/20170224/pdf/43g96l0qxvvvjh.pdf

Motopia
commissioned
Nexia
(Independent
Expert)
to
prepare
an
Independent
Expert’s
Report
(IER)
to express
an
opinion
as
to
whether
or
not
the
Transaction
is
fair
and
reasonable
to
the
non-­‐associated shareholders
of
Motopia.

The
IER
is
nearing
finalization
and
shortly
thereafter
the
Company
expects
to
dispatch
its
Notice
of Meeting
(NOM)
including
a
copy
of
the
IER
in
the
coming
weeks
and
will
convene
an
Extraordinary General
Meeting
(EGM)
for
shareholders
to
vote
on
the
Transaction.

As
the
timeline
for
completion
of
the
Transaction
has
stretched
out
the
board
of
Motopia
and
Cirralto have
extended
the
completion
deadline
from
31
March
2017
to
30
June
2017.

The
acquisition
aligns
with
Motopia’s
strategy
to
build
a
Global
IT
Modernisation
Company
and
will enable
Motopia
to
deliver
our
clients,
the
following
services:

==> picture [393 x 330] intentionally omitted <==

modernising business

==> picture [142 x 44] intentionally omitted <==

**Cirralto

Signs
Reseller
Agreement**

Cirralto
Reseller
Agreement

The
board
of
Motopia
is
pleased
to
announce
that
Cirralto
has
recently
signed
a
reseller
agreement with
a
significant
international
e-­‐Commerce
vendor.
Under
the
terms
of
the
reseller
agreement (commercial
in
confidence),
Cirralto
will
undertake
a
pilot
program
with
the
vendor
to
provide
e-­‐ Commerce
migration
and
enablement
services
to
10
business
customers
wishing
to
migrate
and
move e-­‐Commerce
platforms.

On
completion
of
the
pilot
program,
the
agreement
is
expected
to
deliver
a
strong
pipeline
of
target customers
that
can
utilise
Cirralto’s
e-­‐Commerce
migration
service,
thereby
generating
recurring monthly
revenue
via
the
Cirralto’s
e-­‐Commerce
migration
and
modernisation
services.

The
Board
expects
to
grow
capacity
and
add
customers
with
increasing
velocity
as
the
e-­‐Commerce migration
technology
matures
and
expects
that
Cirralto
will
undertake
a
marketing
campaign
with
the vendor
to
promote
the
e-­‐Commerce
migration
service.

Key
benefits
of
the
migration
service
and
reseller
relationship:

• access
  to
  enterprise
  and
  government
  customer
  base

• national
  sales
  presence

• strong
  presence
  in
  key
  vertical
  markets
  for
  the
  Company’s
  modernisation
  services

The
Board
views
this
relationship
as
a
fundamental
tenet
of
the
new
business
offering
and
validation of
the
Company’s
core
strategy.

The
board
and
management
of
Motopia
are
looking
forward
to
completing
the
acquisition
and providing
regular
updates
on
new
contracts
as
they
arise
and
associated
pipeline
revenue
increases. We
thank
all
shareholders
for
their
support
through
this
transition
process
to
Motopia
becoming
a major
IT
Modernisation
Services
provider.

modernising business

==> picture [142 x 44] intentionally omitted <==

For
more
information,
visit
www.motopia.com
or
contact:

Peter
Taylor Investor
Relations T:
+61
(0)
412
036
231 E:
peter@nwrcommunications.com.au

**About

Motopia
Limited**

Motopia
Ltd
(ASX:
MOT)
is
an
ASX
listed
software
company
that
owns
and
operates
technology
assets that
enable
legacy
data
and
systems
migration
to
the
cloud.
Motopia’s
2SQL
product
is
regarded
by Microsoft
and
other
technology
experts
as
the
best
of
breed
Access
to
SQL
migration
solution.

In
response
to
the
growth
of
cloud
computing
services
and
broadening
demand
for
legacy
migration away
from
Access,
Motopia
has
invested
in
a
SaaS
platform
(www.convertu2online.com)
to complement
its
on
premise
migration
offerings.
We
have
also
formed
new
relationships
to
support
our commercialisation
plans
that
encompass
24hr
a
day
platform
operations,
support
and
channel
sales. Moving
forward,
the
board
is
positioning
Motopia
as
a
“migrate
anything”
technology
company
to offer
our
customers
a
set
of
tools
to
migrate
from
any
legacy
custom
software
platform
to
the
cloud.

modernising business