Waiver from NZX Main Board Listing Rule 9.2.1

NZX Regulation Decision
Promisia Integrative Limited (PIL)
Application for a waiver from NZX Main Board Listing Rule
9.2.1(a)







2 November 2018

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Waiver from Listing Rules
Decision
1. Subject to the conditions set out in paragraph 2 below, and on the basis that the information
provided by PIL is complete and accurate in all material respects, NZXR grants PIL a waiver
from NZX Main Board Listing Rule 9.2.1 (
Rule
), to the extent that this Rule requires that PIL
seek shareholder approval to receive the Cash Advance from the Brankin Trust.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. the non-interested Directors of PIL certify, in a form acceptable to NZXR, that:
i. There are no other viable sources of funding available to PIL.
ii. The Cash Advance is required urgently to provide PIL with working capital
so that PIL can continue to trade.
iii. The Cash Advance is being provided on terms that are more favourable
than any other funding option available to PIL.
iv. Receiving the Cash Advance is in the best interests of PIL and the
shareholders of PIL.
v. In deciding to accept the Cash Advance, the non-interested Directors of
PIL have not been unduly influenced by Mr Brankin or any Associated
Person of Mr Brankin.
vi. The certifying directors are not interested in the Cash Advance, as the
term is used in Rule 3.4.3, nor are they Associated Persons of Mr Brankin
or the Brankin Trust.
b. The Brankin Trust is providing the $440,000 Cash Advance on the basis there are
no immediate or on-call repayment obligations and zero percent interest for the
life of the loan. The key condition of providing the Cash Advance, other than
entering into the GSA, is that a resolution will be put to PIL shareholders seeking
approval for a transaction that will have the economic effect of repaying the Cash
Advance .
c. PIL will announce full details of the Cash Advance and loans with the Brankin
Trust to the market.
d. PIL will before 31 December 2018 seek shareholder approval in accordance with
Rule 9.2.1 for the method of repaying the Brankin Trust.
e. The waiver, its conditions and effect are disclosed to market and detailed in PIL’s
next annual report.
3. The information on which this decision is based is set out in Appendix One to this decision.
This waiver will not apply if that information is not or ceases to be full and accurate in all
material respects.
4. The Rules to which this decision relates are set out in Appendix Two to this decision.
5. Capitalised terms which have not been defined in this decision have the meanings given to
them in the Rules.

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Reasons
6. In coming to the decision to provide the waiver set out in paragraph 1 above, NZXR has
considered that:
a. Rule 9.2.1 seeks to regulate transactions where a Related Party to a Material
Transaction may gain favourable consideration due to their relationship with the Issuer.
NZXR may waive the requirement to obtain approval of a Material Transaction if it is
satisfied that involvement of any Related Party has not unduly influenced the promotion
of, or the decision to enter into, the transaction or its terms and conditions. NZXR is
satisfied that the granting of this waiver will not offend the policy behind Rule 9.2.1;
b. PIL has sought funding from a number of other sources but has not been able to secure
the additional working capital;
c. The Cash Advance is on better than commercial terms;
d. PIL has advised, and NZXR has no reason not to accept, that the Cash Advance will
provide PIL with urgent working capital and that without the Cash Advance PIL will not
be able to continue operating; and
e. The funds are required by PIL to meet its operating obligations prior to the earliest
practical time that a meeting of shareholders can be called.
Appendix One
1. Promisia Integrative Limited (
PIL
) is a Listed Issuer with ordinary shares Quoted on the NZX
Main Board and accordingly is subject to the NZX Main Board Listing Rules (
Rules
).
2. PIL has entered into an agreement to receive a $440,000 cash advance from the Brankin
Trust in instalments over a two-month period (the
Cash Advance
). PIL would ordinarily
require shareholder approval under Rule 9.2.1(a) for the Cash Advance as it will result in the
Brankin Trust lending PIL an amount in excess of 10% of PIL’s Average Market Capitalisation
which in accordance with Rule 9.2.2(c) is a Material Transaction. The Brankin Trust is an
Associated Person of Mr Brankin, a Director of PIL, and is therefore a Related Party of PIL
in accordance with Rule 9.2.3(c).
3. The terms of the Cash Advance are:
(a) Security is to be provided to the Brankin Trust by way of a General Security Agreement
(GSA) to the value of $1,500,000 charged over the assets of PIL;
(b) A resolution be placed before a meeting of shareholders as soon as practicable for
approval of a transaction that would have the economic effect of repaying the Cash
Advance will;
(c) There are no immediate or on-call repayment obligations for any portion of the Cash
Advance or other loans provided from the Brankin Trust;
(d) No interest is payable on the Cash Advance and
(e) The terms of the Cash Advance, including the open-ended repayment obligations, will
not change if PIL Shareholders do not approve Brankin Trust underwriting a potential
rights offer.
4. The GSA for $1,500,000 has already been entered into. This GSA covers an existing
$360,000 loan from the Brankin Trust, the intended $440,000 in additional Cash Advances,

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and a $798,175 debt assigned to the Brankin Trust as announced to the market on 5 October
2018.
5. PIL intends to conduct a rights offer of up to $2.3 million, with the Brankin Trust underwriting
up to $1.3 million of this offer (the
Rights Offer
). PIL intends to hold a shareholder meeting
at the end of November or early December to seek shareholder approval for the Brankin Trust
to underwrite the Rights Offer. Shareholder approval is required for the Brankin Trust to act
as an underwriter as the Brankin Trust is a Related Party of PIL in accordance with Rule
9.2.3(c).
6. If there is low shareholder uptake which results in the Brankin Trust supporting the offer in
accordance with the underwriting terms then it is possible the Brankin Trust will hold up to
68% of PIL’s issued share capital. PIL is engaging with the Takeovers Panel on the
application of the Takeovers Code to the Rights Offer.
7. PIL has submitted, and NZXR has no reason not to accept, that the Cash Advance will
provide PIL with urgent working capital and that without the Cash Advance PIL will not be
able to continue operating.

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Appendix Two

Rule 9.2 New Supply Arrangements with Related Parties
Rule 9.2.1 An Issuer shall not enter into a Material Transaction if a Related Party is, or is
likely to become:
(a) a direct or indirect party to the Material Transaction, or to at least one of a
related series of transactions of which the Material Transaction forms part;
or
...
unless that Material Transaction is approved by an Ordinary Resolution of the
Issuer.
Rule 3.4.3 Subject to Rule 3.4.3, a Director shall not vote on a Board resolution in respect of
any matter in which that Director is interested, nor shall the Director be counted in
the quorum for the purposes of consideration of that matter. For this purpose, the
term “interested” bears the meaning assigned to that term in section 139 of the
Companies Act 1993, on the basis that if an Issuer is not a company registered
under that Act, the reference to the “company” in that section shall be read as a
reference to the Issuer.
Rule 9.2.2 For the purposes of Rule 9.2.1, “Material Transaction” means a transaction or a
related series of transactions whereby an Issuer:
(c) borrows, lends, pays, or receives, money, or incurs an obligation, of an
amount in excess of 10% of the Average Market Capitalisation of the
Issuer; or ...
Rule 9.2.3 For the purposes of Rule 9.2.1, “Related Party” means a person who is at the time
of a Material Transaction, or was at any time within six months before a Material
Transaction:
(c) an Associated Person of the Issuer or any of the persons referred to in (a) or
(b), other than a person who becomes an Associated Person as a consequence
of the Material Transaction itself (or an intention or proposal to enter into the
Material Transaction itself); or