Interim Funding and Recapitalisation
5 November 2018
INTERIM FUNDING AND RECAPITALSIATION
The Directors of Promisia Integrative Limited (PIL) wish to advise on progress on current funding of
the company and the proposed recapitalisation of the company as foreshadowed in the
announcement of 5 October 2018.
Interim Funding
As a result of the Medsafe Alert on 15 February 2018 there has been a significant decrease in the
level of sales of the company’s product Arthrem. While sales have recovered they are not at the
level necessary for the company to trade at breakeven. Accordingly the company requires ongoing
financial support to continue to operate while a recovery strategy is developed and implemented.
On 5 October 2018 PIL advised that it had received interim funding (cash advances) from the Brankin
Trust, an Associated Person of Mr Brankin, a director of the Company and its largest shareholder. As
at 5 October 2018 the level of the cash advances from the Brankin Trust were $360,000. The
Brankin Trust has agreed to increase current cash advances by $440,000 to a total of $800,000.
In normal circumstances, where advances from a related party exceed 10% of the company’s
Average Market Capitalisation, as in this case, prior shareholder approval would be required to
receive advances from a related party (Listing Rule 9.2.1). There is not time to prepare and circulate
the required documentation and hold a meeting of shareholders as this process will take several
weeks and the company requires more immediate financial support. Accordingly, the Company has
applied to NZX for a waiver from NZX Listing Rule 9.2.1 to receive the additional $440,000 as the
level of advances, both current and proposed up to a limit of $800,000, will exceed 10% of the
Average Market Capitalisation of PIL under Rule 9.2.2(c).
These advances are interest free with no immediate repayment requirement and are secured by a
General Security Agreement (GSA). The level of security provided by the GSA is $1,500,000 and
includes the loan previously held by Mr Garry Wells and Wells Investments Ltd. The company had
agreed previously to issue a GSA in favour of Mr Wells and Wells Investments Ltd for this loan but it
was never implemented.
A proposal to repay these cash advances will be put to shareholders at the earliest opportunity as
part of the proposed recapitalisation.
Proposed Recapitalisation
The directors will set out a proposal to shareholders in the next few weeks for a significant Rights
Offer to existing shareholders to raise additional equity. It is proposed that this issue will be
underwritten to an agreed level by the Brankin Trust and that the loan will be reduced by the value
of any equity securities issued to the Trust as a result of the underwriting. Shareholder approval for
this underwriting agreement will be required under NZX Listing Rules 9.2.1(a) and 9.2.2(e) and the
necessary documentation is being prepared. A meeting of shareholders to consider these matters
will be held in late November or early December 2018.
A more detailed announcement on the terms of the proposed cash issue and underwriting
agreement will be announced in due course.
For further information please contact:
Mr Stephen Underwood, Chairman, 027 499 3387
Mr Rene de Wit, Chief Executive, 021 271 000
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- PEB — Pacific Edge Limited: PE Announces Improved Result and Capital Raising2018-11-29
“PEB | Pacific Edge Limited | 2018-11-29 | HALFYR | PE Announces Improved Result and Capital Raising…”
- PEB — Pacific Edge Limited: PACIFIC EDGE SUCCESSFULLY COMPLETES CAPITAL RAISING2019-01-28
“PEB | Pacific Edge Limited | 2019-01-28 | OFFER | PACIFIC EDGE SUCCESSFULLY COMPLETES CAPITAL RAISING…”
- PEB — Pacific Edge Limited: Interim Report 20182018-12-19
“9. RECONCILIATION OF CASH USED FROM OPERATING ACTIVITIES WITH OPERATING NET LOSS Sept 2018 6 Months ($000) Sept 2017 6 Months ($000) RESTATED March 2018 12 Months ($000) Net Loss for the Period (8,719) (10,039) (19,644) Add Non Cash Items: Depreciation 116 179 316…”