Promisia calls Shareholder Meeting for December
16 November 2018
Dear Shareholder
Please find enclosed notice of the Promisia Integrative Limited (PIL or Company) special meeting of shareholders which
will be held on 4 December 2018 at Level 4, 22 Panama Street, Wellington, starting at 10am. Shareholder registration
opens at 9.30am.
As foreshadowed in announcements to NZX on 5 October and 6 November 2018 the directors have been considering
possible courses of action to recapitalise the Company. This action has been necessary due to the adverse impact on
sales caused by the Alert issued by Medsafe, a division of the New Zealand Ministry of Health, on 15 February 2018. The
Company has had to eliminate almost all advertising and promotional expenditure to conserve cash. The lack of
advertising, which had worked so well for the Company in the past, has limited the recovery of sales and thus cash flow
from operations has been well down on levels of 2017.
The financial position of the Company became precarious and it has only been through the financial support of interests
associated with director Tom Brankin, being Thomas David Brankin and Michael John Kirwan Lay as trustees of the
Brankin Family Interest Trust (Brankin Trust) that the Company has survived.
The directors are proposing the recapitalisation of the Company by way of a three for one rights issue at $0.001 per
share to raise up to approximately $1.67 million to open immediately following the meeting (Rights Issue). The Rights
Issue has the support of Brankin Trust in the form of an underwriting agreement entered with the Company
(Underwriting Agreement) which ensures that the Company raises at least $1,050,000. The Underwriting Agreement is
conditional on the resolutions in this notice of meeting being passed.
The key resolutions being put forward at the meeting are intended to approve transactions whereby:
Brankin Trust may subscribe for up to $1,300,000 of new capital through the Underwriting Agreement and a
potential acquisition of up to 39,027,368 shares in the Company under a put option deed entered by Tom
Brankin with Garrick Robert Wells and Wells Investments Limited (Put Option) and described in this notice of
meeting. This approval is required under the Takeovers Code as the shareholding of Brankin Trust may move
above the 20% level prescribed by the Takeovers Code to a maximum possible 72.92%.
The Company can perform the Underwriting Agreement with Brankin Trust to underwrite the Rights Issue to the
extent of $1,050,000. The Underwriting Agreement also allows Brankin Trust to subscribe for a further $250,000
of shares at its discretion but subject to the availability of shortfall shares from the Rights Issue. Approval of the
Underwriting Agreement is required as a related party transaction under the NZX Listing Rules.
The Rights Issue will only proceed if both Resolutions are passed. If the Rights Issue proceeds and shareholders do not
participate in the Rights Issue, their shareholdings will be diluted by 65-75%. The Board estimates that approximately
$500,000 of working capital will be raised through the Rights Issue and Underwriting Agreement. The funds received will
stabilise the Company and allow the Company to release new product lines. The Company had two new products ready
to release to market prior to the Medsafe alert being issued and with these proceeds intends to now release those
products to help grow sales. The sufficiency of working capital that is raised will depend on the level of shareholder
support for the Rights Issue and the success of growing sales.
Brankin Trust has been granted a general security over the assets of the Company to secure amounts owed to Brankin
Trust. At the date of the meeting the Company is expected to owe Brankin Trust approximately $1.6 million (in
aggregate). This debt will be reduced by approximately $800,000 by being offset against the Underwriting Agreement
obligation (or repaid if the underwriting is not called on to a sufficient extent). The general security secures the residual
amount owing to Brankin Trust. All surplus amounts raised through the Rights Issue will provide the Company with much
needed working capital and the Underwriting Agreement ensures that at least $250,000 in new working capital will be
raised.
If not approved, the Company will not be in a position to settle its outstanding debts. The Company will continue to have
liabilities exceeding assets and negative equity, and will not have sufficient working capital to meet its day to day
operational costs. The Company will need to look urgently for other sources of new capital or debt to continue to trade
and a failure to secure new capital may result in an insolvency event for the Company.
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The non-interested directors intend to vote in favour of these resolutions and recommend that shareholders also vote in
favour of the resolutions. An independent report from Armillary Limited accompanies this notice of meeting and should
be considered by shareholders to support their voting decision on the resolutions
Shareholders may submit specific questions to the Board at any time in advance of the meeting by emailing Mr Rene de
Wit, the company’s Chief Executive at rene@promisia.com
The enclosed shareholder voting form has detailed instructions on how shareholders may lodge their vote or appoint a
proxy to vote on their behalf if they are unable to attend.
I look forward to seeing you at the meeting.
Yours faithfully
Stephen Underwood
Chairman
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special Meeting of shareholders of Promisia Integrative Limited (Company) will be held on 4
December 2018 at Level 4, Panama House, 22 Panama Street, Wellington, starting at 10 am. Shareholder registration
opens at 9.30 am.
AGENDA
A. The Chairman’s introduction.
B. Presentation to shareholders.
C. Shareholder discussion.
D. Resolutions.
RESOLUTIONS
To consider and, if thought fit, to pass the following Ordinary Resolutions:
Resolution 1
Brankin Trust – Potential Share Issues and Share Acquisitions: Subject to Resolution 2 being approved by shareholders,
that under Rules 7(c) and 7(d) of the Takeovers Code and NZX Listing Rule 7.5.1 (as applicable):
(a) The Company is authorised to issue up to 1,300,000,000 Shares to Brankin Trust at an issue price of $0.001 per
Share under the Underwriting Agreement for the Rights Issue that is described in this Notice of Meeting; and
(b) Brankin Trust is authorised to acquire up to 39,027,368 shares if the Put Option described in this Notice of
Meeting is exercised,
on the terms further described, and on such additional terms as are not inconsistent with those set out, in the
Explanatory Notes to this Notice of Meeting.
Resolution 2
Brankin Trust – Related Party Transaction: Subject to Resolution 1 being approved by shareholders, that under Listing
Rule 9.2.1 the Company is authorised to perform the Underwriting Agreement with Brankin Trust that is described in this
Notice of Meeting on the terms further described, and on such additional terms as are not inconsistent with those set
out, in the Explanatory Notes to this Notice of Meeting.
PROCEDURAL NOTES
Relationship to Market Price
As at 6 November 2018 (being the date the transactions intended by the Resolutions were notified publicly through the
NZX market) the price of a Share on the NZX Main Board was $0.005.
The Rights Issue that will be partially underwritten if the Resolutions are passed will be undertaken at a price per Share
of approximately $0.001. This represents an 80% discount to the market price of a Share at the time that the transactions
intended by the Resolutions were announced.
Interdependency of Resolutions
The resolutions are interdependent and will only pass if both are passed. This is because the Underwriting Agreement
must be approved for Takeovers Code purposes (Resolution 1) and for NZX Listing Rules purposes as a related party
transaction (Resolution 2) in order for it to be given effect by the Company.
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Proxies
Any shareholder of the Company who is entitled to attend and vote at the meeting may appoint a proxy to attend and
vote on their behalf. A corporation which is a shareholder may appoint a representative to attend the meeting on its
behalf in the same manner as it could appoint a proxy. A proxy does not need to be a shareholder of the Company. A
Proxy Form can be returned by delivery, mail, email, fax, or online (as set out below).
The Chairman of the Meeting (Mr. Stephen Underwood) can be appointed as a proxy. The Chairman intends to vote in
favour of both Resolutions where he is appointed as a discretionary proxy. Neither Mr. Underwood nor the other
directors of the Company (excluding Mr. Tom Brankin) are associates of the Brankin Trust for the purposes of the
Takeovers Code.
To appoint a proxy you should complete and sign the enclosed Proxy Form and either return it by mail or fax to the share
registrar of the Company:
By delivery:
Promisia Integrative Limited
C/- Link Market Services Limited
Level 11, Deloitte House
80 Queen Street
Auckland 1010
By mail:
Promisia Integrative Limited
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
By Fax: +64 9 375 5990
By Email: meetings@linkmarketservices.co.nz (please put “Promisia Proxy Form” as the subject
of the email for easy identification)
Alternatively, to appoint your proxy and vote online please go to the Link Market Services website at
https://investorcentre.linkmarketservices.co.nz/voting/PIL and follow the instructions. You will be required to enter your
holder number and FIN for security purposes. A shareholder will be taken to have signed the Proxy Form by lodging it in
accordance with the instructions on the website.
The completed Proxy Form must be received by no later than 48 hours before the meeting, being 10am on 2 December
2018. Online proxy appointments must also be completed by this time. Registered shareholders at that time will be the
only persons entitled to vote at the meeting and only the shares registered in those holders’ names at that time may be
voted at the meeting.
Ordinary Resolution
All of the Resolutions in this Notice of Meeting are ordinary resolutions. An ordinary resolution is a resolution passed by
a simple majority of votes of those holders of securities of the Company which carry votes, are entitled to vote and are
voting on the resolutions in person or by proxy.
Voting Restrictions
In relation to Resolution 1 and pursuant to Rule 17 of the Takeovers Code, Tom Brankin, the trustees of the Brankin
Trust, Mr Garrick Wells, Wells Investments Limited and their respective Associates are prohibited from voting any Shares
that they hold. To the Company’s knowledge there are no associates of Tom Brankin and Brankin Trust that are
shareholders of the Company. The Company considers that Catherine Anne Wells, Daniel James Sauers Parker, Sarah
Jane Gibbs and Pamela Orlene Wells are all associates of Mr Garrick Wells and Wells Investments Limited by virtue of
currently holding shares in the Company that may be sold through the Put Option.
In relation to Resolution 1 and 2 and pursuant to Listing Rule 9.3.1, Tom Brankin and the trustees of the Brankin Trust
and their respective Associated Persons are prohibited from voting any Shares that they hold. Under the Listing Rules, a
person (A) is an Associated Person of another person (B) if, in making a decision or exercising a power affecting an issuer,
A could be influenced as a consequence of an arrangement or relationship existing between, or involving, A and B. The
definition of an Associated Person includes where:
(a) A is a company and B is a director of A;
(b) A and B are acting jointly or in concert; or
(c) A is a company and B is the subsidiary or holding company of A.
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The Company will disregard any votes cast on the Resolutions by any persons to whom the foregoing applies. Any
discretionary proxies given to persons disqualified from voting under the requirements set out above will not be valid.
Proxies that give express voting instructions to such persons will however be accepted.
Independent Report
Accompanying this Notice of Meeting is the Independent Report. The Independent Report has been prepared by
Armillary Limited and constitutes an appraisal report for the purposes of the NZX Listing Rules, and a report from an
independent adviser for the purposes of the Takeovers Code. Shareholders are urged to read the Independent Report in
full.
NZX Approval
This Notice of Meeting has been approved by NZX Limited (NZX). However, NZX does not take responsibility for any
statement contained in this Notice of Meeting.
Rounding
Where a percentage figure is expressed in this notice of meeting, that figure has been rounded up to two decimal places.
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EXPLANATORY NOTES
These Explanatory Notes apply to all of the Resolutions in this Notice of Meeting. Later in this Notice of Meeting specific
disclosures against each Resolution are included (where required by law or the Listing Rules).
INTRODUCTION
As noted in the covering letter to this Notice of Meeting the financial position of the company has been precarious in the
last few months and the company has survived only as a result of cash advances from Brankin Trust, a trust associated
with Tom Brankin, a director of the Company. Brankin Trust is also the Company’s largest shareholder, currently holding
9.67% of all shares on issue.
The purpose of this Notice of Meeting is to obtain shareholder approval for some of the decisions made in recent weeks
by the board of the Company to rectify the Company’s balance sheet and raise additional capital.
The non-interested directors consider that these resolutions are in the best interests of the Company and recommend
that shareholders vote in favour of the Resolutions. The non-interested directors intend to vote in favour of each
Resolution.
Proposed Rights Issue
The Company proposes to undertake the rights issue on a three for one basis where every eligible shareholder will be
entitled to subscribe for three new shares for every one share held on the record date. The Rights Issue will be
renounceable however quotation of the rights will not be sought. If fully subscribed the Rights Issue would raise
approximately $1.67 million in aggregate.
Shareholders with non-New Zealand addresses may not be eligible shareholders for the purposes of the Rights Issue as
the Company does not intended to comply with securities requirements of foreign jurisdictions in order to minimise
expenses.
The issue price will be $0.001 per share. The directors have decided that a price of $0.001 per shares reflects the net
asset value of the Company on a going concern basis.
Shareholders will be able to apply for additional shares, being shares not taken up by other shareholders (Shortfall
Shares), however under the terms of the Underwriting Agreement the Brankin Trust has the first right to take up
Shortfall Shares up to a maximum value of $1,300,000. If after completion of the Underwriting Agreement there are
Shortfall Shares still available, shareholders applying for additional shares will be able to receive Shortfall Shares. If there
are insufficient Shortfall Shares available to meet shareholder demand, the Shortfall Shares will be allocated to those
applying shareholders on a pro-rata basis.
If the Resolutions are passed it is proposed that the record date for the Rights Issue will occur at 5pm on the day of the
meeting that is the subject of this Notice of Meeting and open the following day. However this is subject to regulatory
approvals for the Rights Issue documentation being obtained and is subject to change.
Resolution 1
The purpose of Resolution 1 (a) is to seek approval for the Company issuing up to 1,300,000,000 shares under the
Underwriting Agreement to Brankin Trust for the purposes of the Takeovers Code. The underwriting will apply to shares
not subscribed for by eligible shareholders under the Rights Issue.
Under the Underwriting Agreement the Brankin Trust underwrites the sum of $1,050,000 in the proposed Rights Issue
but may, at its discretion (but subject to availability of shortfall shares from the Rights Issue), subscribe for a further
$250,000 of shares at $0.001 per share. In aggregate Brankin Trust may subscribe for $1,300,000 of new equity through
the Underwriting Agreement. The funds raised from the Rights Issue will be used to repay the cash advances received by
the Company from the Brankin Trust (or to the extent that the Underwriting Agreement is called on, offset against such
advances) and to provide working capital for the Company. The Underwriting Agreement assures the Company of
receiving at least $250,000 for working capital purposes after debt reduction.
The Brankin Trust will not charge an underwriting fee but has required that the Company make provision to help ensure
that sufficient shares are available to the Brankin Trust to convert its cash advances to equity. The projected level of
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cash advances from Brankin Trust by the time the Rights Issue is completed, projected to be by 31 December 2018, is
$800,000. To permit these advances, a waiver to Listing Rule 9.2.1 was granted by NZX on 2 November 2018 due to the
urgent nature of the Company’s funding requirements, the lack of time to call a meeting of shareholders to consider the
matter, and an undertaking by the Company to place the matter before shareholders at the earliest opportunity.
The purpose of Resolution 1 (b) is to seek approval for the possible acquisition of shares by Brankin Trust under a Put
Option entered into by Tom Brankin and Mr G R Wells and Wells Investments Ltd (Wells). This may occur in addition to
the issue of shares under the Underwriting Agreement and therefore also needs to be approved for Takeovers Code
purposes. While Tom Brankin is personally a party to the Put Option, he may nominate the transferee of the shares
under the Put Option and, if the Put Option is exercised, will nominate Brankin Trust to be the transferee.
Shareholders will be aware that the Company has had a longstanding liability to Mr Wells, a former chairman of the
Company, and Wells Investments Ltd. This liability has been detailed in the annual financial statements of the Company
and has been reduced from approximately $1.2 million to $798,175 as at 30 September 2018.
On 1 October 2018 the Brankin Trust entered into an Assignment of Debt agreement with Wells to acquire that debt.
The Company was not party to this Assignment of Debt agreement. A condition of the Assignment of Debt was a Put
Option that enabled Wells to put a designated number of shares to Tom Brankin within a twenty business day period
commencing on one of two exercise dates, being 30 January 2019 and 30 September 2020.
The maximum number of shares that can be put to Tom Brankin is 39,027,368 shares as Wells to sell the shares subject
to the Put Option to other parties at any time. Any shares sold by Wells are to be deducted from the number of shares
covered by the Put Option. Tom Brankin will nominate Brankin Trust to receive any shares if the Put Option is exercised.
Approval from shareholders for the potential acquisition by Brankin Trust of these shares from Wells is sought to ensure
that there is not any inadvertent breach of the Takeovers Code if the Put Option is exercised.
Resolution 2
The purpose of Resolution 2 (a) is to seek approval for the company entering into an Underwriting Agreement with the
Brankin Trust with respect to the Rights Issue. The general terms of the Underwriting Agreement are detailed above.
Shareholder approval is required because the Brankin Trust is a Related Party under NZX Listing Rule 9.2.1 and the level
of the transaction is greater than 10% of the Company’s average market capitalisation.
If both Resolutions are passed by shareholders then it is expected that the liability of the Company to Brankin Trust for
cash advances of approximately $800,000 will be extinguished following the Rights Issue. The general security
agreement (GSA) previously granted to Brankin Trust will continue to secure the debt of $798,175 acquired by Brankin
Trust from Wells.
Effect of the Transactions
Financial Effect for Company
The financial effect of these resolutions on the Company will be an injection of cash that is required for working capital
and a repayment of debt. The net cash raised is expected to be in the order of $500,000 and the Company’s balance
sheet will show positive shareholders’ funds. This is on the assumption that Brankin Trust will contribute $1.3 million
through the Underwriting Agreement but it should be noted that $250,000 of that amount is at the discretion of Brankin
Trust and not committed and accordingly only $250,000 of net cash being raised is assured. Shareholders supporting the
Rights Issue would provide net cash in addition to these amounts.
More details on the financial effects and financial position of the Company are discussed in Section 2.9 of the
Independent Report.
Dilution
The effect of the Transactions for existing shareholders is that, following completion of the Transactions, each
shareholder will retain their current Shares in the Company but their shareholding may be diluted due to the issue of at
least 1,300,000,000 shares. Dilution will depend on the decision by eligible shareholders whether or not to participate in
the Rights Issue.
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There is a range of possible outcomes and therefore the two extreme outcomes, being the maximum and minimum
number of shares that could be issued have been evaluated.
i) Maximum number of shares are issued.
Under this outcome it is assumed that all 1,670,126,913 new shares are issued under the Rights Issue. This outcome
could arise through all shareholders participating in the Rights Issue on a pro rata basis (thereby retaining their current
percentage shareholdings in the Company) or through sufficient shareholders participating so that all shortfall shares
from the Rights Issue are issued under the Underwriting Agreement.
The table below summarises the dilution effect of the Rights Issue using a hypothetical shareholder that currently holds
28,000,000 shares in the Company and either takes up their full entitlement under the Rights Issue or does not take up
their entitlement at all with the maximum number of shares issued by the Company:
Shareholder
action
Current Shares Current shareholding
percentage
Shares held following
the Transaction
Shareholding
percentage following
the Transaction
Take up full
entitlement
28,000,000 5.03% 112,000,000 5.03%
Not take up any
entitlement
28,000,000 5.03% 28,000,000 1.26%
ii) Minimum number of shares are issued
Under this outcome it is assumed that the only shareholder participating in the Rights Issue is Brankin Trust through the
Underwriting Agreement and Brankin Trust invests the maximum amount proposed under Resolution 1 of $1,300,000,
resulting in 1,300,000,000 new shares being issued.
The table below summarises the dilution effect of the Rights Issue using a hypothetical shareholder who currently holds
28,000,000 shares in the Company and either takes up their full entitlement under the Rights Issue (i.e. is the sole
participant in the Rights Issue along with Brankin Trust) or does not take up their entitlement at all with the minimum
number of shares issued by the Company:
Shareholder
action
Current Shares Current shareholding
percentage
Shares held following
the Transaction
Shareholding
percentage following
the Transaction
Take up full
entitlement
28,000,000 5.03% 112,000,000 5.77%
Not take up any
entitlement
28,000,000 5.03% 28,000,000 1.51%
Brankin Trust and Tom Brankin
Brankin Trust is the investment vehicle of Tom Brankin, a New Plymouth based businessman with interests in software
and retirement and health care facilities. Mr Brankin is a director of the company and has been a significant investor in
earlier capital raisings by the Company. Brankin Trust is the Company’s largest single shareholder holding 9.67% of the
issued capital. In 2017 Mr Brankin held the role of Acting Managing Director while the company recruited a new Chief
Executive.
If the maximum number of shares are issued, as detailed above, then Brankin Trust will offset $161,412 of its previous
advances and receive 161,412,630 new shares. When these shares are added to its existing holding of 53,804,210 shares,
Brankin Trust would hold 215,216,840 shares or 9.67% of the issued capital of the Company. There would remain a total
of $638,588 owing to Brankin Trust for previous advances to the Company which would be repaid in cash from the Rights
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Issue proceeds. The Company would still owe Brankin Trust $798,715 (being the loan that was assigned to Brankin Trust
by Wells) secured by the GSA.
If the minimum number of shares are issued, as detailed above, then Brankin Trust must invest $1,050,000 under the
Underwriting Agreement and may at its discretion invest a further $250,000. Assuming Brankin Trust does invest the full
$1,300,000, it will receive 1,300,000,000 new shares. When these shares are added to its existing holding of 53,804,210
shares, Brankin Trust would hold 1,353,804,210 shares or 72.92% of the issued capital of the Company. As advances
(outside of the debt that has been assigned to Brankin and described above) would effectively be capitalised through the
underwriting, the amount owing by the Company to Mr. Brankin would again reduce to $798,715.
If the Put Option is exercised by Wells prior to Brankin Trust disposing of any of its shares (or the Company issuing any
shares post-Rights Issue allotments) then the Brankin Trust would have a shareholding between 75.02% and 11.42%.
EFFECT OF RESOLUTIONS
Effect of Resolutions Passing
If the Resolutions are passed the Company will convert loans owing to Brankin Trust of up to $800,000 from debt to
equity through the Underwriting Agreement or, if there are insufficient shortfall shares available, the Company will repay
up to $800,000 of debt owing to Brankin Trust (or a combination of the two). In addition between $250,000 and
$870,000 (depending on the uptake of the Rights Issue) of additional cash will be made available to the Company to fund
promotional and working capital requirements in 2019.
The Company will still owe Brankin Trust the debt it was assigned of $798,715 however it will be secured over the assets
of the Company under a general security agreement.
Shareholders should also consider Section 2 of the Independent Report which evaluates the merits of the proposed
transaction and the effect of the Resolutions passing.
Effect of Resolutions Not Passing
If the Resolutions are not passed the Company will continue to have liabilities exceeding assets and negative equity;
the Company will not proceed with the Rights Issue as, in the absence of the Underwriting Agreement, the Board
considers there is unlikely to be sufficient support in the offer to recapitalise the Company satisfactorily.
the Company will not have sufficient working capital to meet its day to day operational costs;
the Company will need to urgently look for other sources of new capital or debt in order to continue trade; and
a failure to quickly secure new capital may result in an insolvency event for the Company.
The Company will have very limited time to secure new equity from a source other than the Brankin Trust. It is the view
of the directors that any such efforts are unlikely to be successful. In that situation, without a confirmed source of
capital, the Company is likely to become insolvent. The directors will not incur any liability for trading while insolvent
and it is most probable that the Company will cease operations immediately and attempt to find a buyer for its assets. If
an asset sale were successful, it is unlikely that the Company would have any surplus assets to distribute to shareholders
after satisfying creditors.
Shareholders should also consider Section 2.16 of the Independent Report which discusses the implications of the
Resolutions not passing.
REQUIREMENTS FOR SHAREHOLDER APPROVAL
Shareholder approval for Resolution 1 is required under Rules 7(c) and 7(d) of the Takeovers Code and NZX Listing Rule
7.5.1.
Shareholder approval for Resolution 2 is required under Listing Rule 9.2.1.
How the resolutions trigger these requirements and the relevant disclosures against each of these requirements is set
out below.
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Resolution 1 – Brankin Trust – Potential Share Issues and Share Acquisitions
Takeovers Code
The Company is a "Code Company" under the Takeovers Code meaning that there are restrictions on persons together
with their associates becoming the holder or controller of voting rights above a 20% threshold. A permitted procedure
under the Takeovers Code is that the Company's non-associated shareholders approve an allotment or acquisition of
voting rights above this threshold. Resolution 1 seeks such approval.
As part of the transactions:
The Company may issue up to 1,300,000,000 shares to Brankin Trust if both Resolutions are passed and its
underwriting obligations are called upon at the conclusion of the Rights Issue.
Brankin Trust may acquire up to 39,027,368 further shares in the Company if the Put Option is exercised by the
Wells interests
The cumulative effect of the above transactions is Brankin Trust’s shareholding may move from 9.67% at present to a
maximum of 72.92% before exercise of the Put Option. If the Put Option is exercised, and Brankin Trust has not disposed
of any of its shareholding in the intervening period, then the percentage of the issued capital of the Company held by
Brankin Trust may rise to 75.02%. This maximum assumes the Put Option is exercised and no shareholders participate in
the Rights Issue and the Underwriting Agreement is called on in full.
The table below sets out the specific disclosures required by Rule 16 of the Takeovers Code for the potential share
allotment being authorised by Resolution 1 (potential share issue under Underwriting Arrangements):
Rule 16, Takeovers Code Compliance Information
(a)
the identity of the allottee and, if different from
the allottee, the identity of any person who will
become a controller of an increased percentage
of voting securities in the code company as a
result of the allotment or allotments.
Thomas David Brankin and Michael John Kirwan Lay as trustees
of the Brankin Family Interest Trust (Brankin Trust)
(b)
particulars of the voting securities to be allotted, including:
the maximum number that could be allotted. 1,300,000,000 Shares
the percentage of the aggregate of all existing
voting securities and all voting securities that
could be allotted that that the approved
maximum number represents.
70.02%
the maximum percentage of all voting securities
that could be held or controlled by the allottee
after completion of the allotment.
72.92%
the maximum aggregate of the percentages of
all voting securities that could be held or
controlled by the allottee and the allottee’s
associates after completion of the allotment.
72.92%
The date used to determine the above figures. 16 November 2018 (Calculation Date)
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Rule 16, Takeovers Code Compliance Information
The assumptions on which the above figures are
calculated.
The Company has 556,708,971 voting securities on issue on
the Calculation Date.
That from the Calculation Date until voting securities are
allotted under the Underwriting Agreement, the Company
does not issue any other voting securities. For clarity, this
means an assumption that no shareholders participate in
the Rights Issue at all.
That the Underwriting Agreement is called on in full by the
Company resulting in 1,050,000,000 voting securities being
allotted to Brankin Trust.
That Brankin Trust elects under the Underwriting
Agreement to also subscribe for an additional 250,000,000
voting securities which Brankin Trust may do at its
discretion.
That Brankin Trust does not dispose of any shares in the
Company prior to the voting securities being allotted under
the Underwriting Agreement.
(c) not applicable
(d)
the issue price for the voting securities to be
allotted and when it is payable.
$0.001 per share, payable on completion of the Underwriting
Agreement which is to occur within ten (10) business days of
the allotment date for the Rights Issue.
(e) the reasons for the allotment.
Repay debt and provide working capital as is further detailed in
this notice of meeting.
(f)
a statement to the effect that the allotment, if
approved, will be permitted under rule 7(d) of
the Takeovers Code as an exception to rule 6 of
the Takeovers Code.
The allotment of the shares, if approved, will be permitted
under rule 7(d) of the Takeovers Code as an exception to rule 6
of the Takeovers Code.
(g)
a statement by the allottee setting out
particulars of any agreement or arrangement
(whether legally enforceable or not) that has
been, or is intended to be, entered into
between the allottee and any other person
(other than between the allottee and the code
company in respect of the matters referred to in
paragraphs (a) to (e) relating to the allotment,
holding, or control of the voting securities to be
allotted, or to the exercise of voting rights in the
code company.
No agreement or arrangement (whether legally enforceable or
not) has been, or is intended to be, entered into between
Brankin Trust and any other person (other than between
Brankin Trust and the Company in respect of the matters
referred to in rows (a) to (e) above) relating to the allotment,
holding, or control of the voting securities to be allotted, or to
the exercise of voting rights in the Company.
(h)
the report from an independent adviser that
complies with rule 18.
The Independent Report from Armillary Limited accompanies
this notice of meeting.
(i)
the statement by the directors of the Code
company referred to in rule 19.
The directors of the Company recommend approval of
Resolution 1 for the reasons set out in the section entitled
“Director Recommendation” at the end of this Notice of
Meeting.
The table below sets out disclosures required by Rule 15 of the Takeovers Code for the share acquisition that may occur
by Brankin Trust if the Put Option is exercised and shareholders pass Resolution 1. However, rule 15(b) of the Takeovers
Code requires that a notice of meeting specify the exact numbers and percentages of shares to be acquired by Brankin
Trust under the Put Option. That is not possible in this case, as:
the exact number of shares to be acquired by Brankin Trust depends upon the number of shares that Wells
elects to exercise the Put Option over, which may be any number up to 39,027,368 shares; and
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at the time the Put Option may be exercised the Rights Issue and Underwriting Agreement will have been
completed. It is not known at the time of preparing this notice of meeting how many shares will be held by
Brankin Trust after the Rights Issue and Underwriting Agreement are completed.
Accordingly, the Company has sought from the Takeovers Panel, and been granted, an exemption from the application of
rule 15(b) (Takeovers Code (Promisia Integrative Limited) Exemption Notice 2018 (Exemption Notice). The key conditions
of the Exemption Notice are summarised below.
By exempting Brankin Trust from rule 7(c) of the Code and the Company from rule 15(b) of the, the Takeovers Panel is:
neither endorsing nor supporting the accuracy or reliability of the contents of this notice of meeting; and
not implying it has a view on the merits of the allotment of voting securities to Brankin Trust under the
Underwriting Agreement with the Company or the acquisition of voting securities by Brankin Trust under the
Put Option with Wells.
The disclosures required by Rule 15 of the Takeovers Code and the Exemption Notice are as follows:
Disclosure Requirement Compliance Information
The identity of the person acquiring the voting
securities.
Thomas David Brankin and Michael John Kirwan Lay as trustees of
the Brankin Family Interest Trust (Brankin Trust)
Any other person who will become a controller
of an increased percentage of voting securities
in the code company as a result of the
acquisition.
None
The person disposing of the voting securities.
Garrick Robert Wells - 15,915,613 shares
Wells Investments Limited – 8,295,068 shares
(Wells). Wells may also, prior to exercising the Put Option acquire
shares from the following persons and dispose of them under the Put
Option:
Catherine Anne Wells – 4,000,000 shares
Garrick Robert Wells and Daniel James Sauers Parker – 2,416,687
shares
Sarah Jane Gibbs – 4,000,000 shares
Pamela Orlene Wells – 4,400,000 shares
The maximum number of voting securities that
could be acquired.
39,027,368 shares
The maximum number of voting securities that
could be acquired expressed as a percentage of
the total voting securities on issue.
2.11%
The maximum percentage of the total voting
securities that will be held or controlled, in
aggregate by Brankin Trust after completion of
the acquisition.
up to 75.02%
The maximum percentage of the total voting
securities on issue that could be held or
controlled by Brankin Trust and its associates
after completion of the acquisition.
up to 75.02%
The date used to determine the above figures. 16 November 2018 (Calculation Date)
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Disclosure Requirement Compliance Information
The assumptions on which the above figures are
calculated.
That Brankin Trust acquires all of the voting securities subject to
the Put Option.
The Company has 556,708,971 voting securities on issue on the
Calculation Date.
That from the Calculation Date until voting securities are allotted
under the Underwriting Agreement, the Company does not issue
any other voting securities. For clarity, this means an assumption
that no shareholders participate in the Rights Issue at all.
That the Underwriting Agreement is called on in full by the
Company resulting in 1,050,000,000 voting securities being
allotted to Brankin Trust prior to the acquisition under the Put
Option arising.
That Brankin Trust elects under the Underwriting Agreement to
also subscribe for an additional 250,000,000 voting securities
which Brankin Trust may do at its discretion.
That Brankin Trust does not dispose of any shares in the
Company prior to the voting securities being acquired under the
Put Option.
That from the date the voting securities are allotted under the
Underwriting Agreement until the date that all voting securities
are acquired under the Put Option, the Company does not issue
any other voting securities.
The consideration for the acquisition or the
manner in which the consideration will be
determined and when the consideration is
payable.
Brankin Trust must acquire a number of shares under the Put Option
as set out in an exercise notice from Wells. Wells may issue an
exercise notice on 30 January 2019 or at any time for 20 business
days thereafter (First Exercise Period). If an exercise notice is given
during the First Exercise Period, the voting securities must be
acquired at a price of $0.006 per share. If the Put Option is not fully
exercised prior, Wells may also issue an exercise notice on 30
September 2020 or at any time for 20 business days thereafter
(Second Exercise Period). If an exercise notice is given during the
Second Exercise Period, the voting securities must be acquired at a
price of $0.009 per share.
Where an exercise notice is given, Brankin Trust must acquire the
shares subject to the exercise notice and pay the consideration on a
settlement date specified in the exercise notice (which must be
between 10 to 20 business days after the date of the exercise notice).
The reasons for the transaction.
The Put Option was negotiated and agreed as part of the
arrangements for Brankin Trust to take an assignment of amounts
owing by the Company to Wells as is described above..
A statement to the effect that the acquisition, if
approved, will be permitted under rule 7(c) of
the Takeovers Code as an exception to rule 6 of
the Takeovers Code.
The acquisition of ordinary shares under the Put Option, if approved,
will be permitted under rule 7(c) of the Takeovers Code as an
exception to rule 6 of the Takeovers Code.
A statement by Brankin Trust setting out
particulars of any agreement or arrangement
(whether or not legally enforceable) that has
been, or is intended to be, entered into
between Brankin Trust and any other person
(other than the Put Option between Brankin
Trust and Wells) relating to the acquisition,
holding, or control of the voting securities to be
acquired, or to the exercise of voting rights in
the Company.
Tom Brankin is personally a party to the Put Option but has the
ability to nominate a person to be the recipient of the shares under
the Put Option. If the Put Option is exercised Tom Brankin will
nominate Brankin Trust to acquire the Put Option shares. Otherwise,
no agreement or arrangement (whether legally enforceable or not)
has been, or is intended to be, entered into between Brankin Trust
and any other person relating to the allotment, holding, or control of
the voting securities to be allotted, or to the exercise of voting rights
in the Company.
The report from an independent adviser that
complies with rule 18; and
The Independent Report from Armillary Limited accompanies this
notice of meeting.
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9476425_1
Disclosure Requirement Compliance Information
The statement by the directors of the Code
company referred to in rule 19.
The directors of the Company unanimously recommend approval of
Resolution 1 for the reasons set out in the section entitled “Directors
Recommendation” below.
In addition to requiring that the disclosures above be made, the Exemption Notice stipulated conditions that:
The Company includes disclosures in every annual report issued by it while the Exemption Notice remains in
force in relation to the terms of the Exemption Notice and the Put Option. Those disclosures must also report on
the current status of movements in voting securities in reliance on the Exemption Notice.
The Company maintain disclosures on its website similar to those required in its annual report but also
disclosing movements of 1% or more in the shareholding percentage of Brankin Trust.
Listing Rule 7.5.1 – Issue of Securities Affecting control
Listing Rule 7.5.1 provides that no issue of equity securities shall be made by the Company (without shareholder
approval) if there is a significant likelihood that the issue will result in any person or group of associated persons
materially increasing their ability to exercise, or direct the exercise of (either then or at any future time) effective control
of the Company. This Listing Rule applies where that person or group of associated persons is entitled before the issue to
direct the exercise of not less than 1% of the total votes attaching to securities of the Company.
Brankin Trust holds more than 1% of all of the shares on issue in the Company (currently 9.67%) and may increase this
percentage holding to a maximum of 75.02% if the Resolutions are passed and the transaction proceeds. A holding of
more than 50% will allow Brankin Trust to control the passage of ordinary resolutions of the Company. A holding of more
than 75% will allow Brankin Trust to control the passage of special resolutions. Accordingly there is a significant
likelihood that the issue of shares to Brankin Trust will materially increase its ability to exercise effective control of the
Company.
Resolution 2 - Brankin Trust – Related Party Transaction
Listing Rule 9.2.1 – Related Party Transaction
Listing Rule 9.2.1 provides that except with the prior approval of an ordinary resolution the Company may not enter a
material transaction with a related party.
The Underwriting Agreement for the Rights Issue constitutes a material transaction under the Rules as it concerns a
value ($1.3 million) that is in excess of 10% of the average market capitalisation of the Company.
Brankin Trust is a related party of the Company as it is an associated person of Tom Brankin under the NZX Listing Rules.
Tom Brankin is a related party of the Company as he is a director of the Company.
The Independent Report accompanying this Notice of Meeting is an Appraisal Report under the Listing Rules and is partly
required due to the transactions above constituting a related party transaction. The Independent Report gives an opinion
on the fairness of these transactions in Section 3.
Directors Recommendation – Rule 19 of the Takeovers Code
The non-interested Directors of the Company, being Stephen underwood, Duncan Priest and Helen Down, recommend
that shareholders vote in favour of Resolution 1 for the purposes of the Takeovers Code.
The grounds supporting this recommendation are:
Brankin Trust has provided the cash advances required to keep the Company operating and meeting its liabilities
as they fall due.
No other party has been identified that is willing to make any meaningful investment of new equity in the
Company.
Without new equity the Company is very unlikely to be able to remain trading.
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The conversion of debt to equity will improve the Company’s balance sheet and create positive shareholder
equity.
The assignment of the debt owed by the Company from Wells to Brankin Trust aligns the interests of the holder
of the debt with the interests of the Company’s major shareholder and financial supporter.
---
Promisia Integrative Limited
Proposed $1.67 million partially underwritten Pro-rata Renounceable Rights Issue,
Associated Persons Underwriting Agreement and Related Party Transaction.
Independent Adviser’s Report and Independent
Appraisal Report
In respect of:
• The Proposed Underwriting Agreement and Allotment of ordinary shares to
the Brankin Trust; and
• Authorizing the Brankin Trust to purchase ordinary shares pursuant to a put
option exercise.
16 November 2018
Statement of Independence
Armillary Limited, trading as Armillary Private Capital, confirms that it:
− Has no conflict of interest that could affect its ability to provide an unbiased Report; and
− Has no direct or indirect pecuniary or other interest in the proposed transaction considered in this
Report, including any success or contingency fee or remuneration, other than to receive the
cash fee for providing this Report.
Armillary Limited, trading as Armillary Private Capital, has satisfied the Takeovers Panel, on the basis of
the material provided to the Panel, that it is independent under the Takeovers Code for the purposes
of preparing this Report.
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Promisia Integrative Limited
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Important Note
This Report has been prepared without considering the objectives, financial
situation or needs of individual Promisia Integrative Limited shareholders.
Accordingly, before acting in relation to their investment, shareholders should
consider the appropriateness of the opinion having regard to their own
objectives, financial situation or needs. Shareholders should read the Notice of
Special Meeting issued by Promisia Integrative Limited in relation to the Proposed
Transactions.
Voting for or against the Resolutions is a matter for individual shareholders, based
on their own views as to value, their expectations about future market conditions
or other events, and their particular circumstances including risk profile, liquidity
preference, investment strategy, portfolio structure and tax position. Shareholders
who are in doubt as to the action they should take in relation to the Proposed
Transactions should consult with their professional financial advisor.
Similarly, it is a matter for individual shareholders as to whether to buy, hold, or sell
securities in Promisia Integrative Limited. This is an investment decision
independent of a decision on whether to vote for or against the Resolutions.
Armillary Limited does not offer an opinion in this regard and shareholders should
consult their professional financial advisor if they wish to buy, hold, or sell securities
in Promisia Integrative Limited.
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Table of Contents
Important Note ................................................................................................................ 2
1. Introduction ........................................................................................................ 4
2. Evaluation of the Merits of the Proposed Transactions for the Purposes
of the Takeovers Code .................................................................................. 14
3. Evaluation of the Fairness of the Proposed Transactions for the
Purposes of the NZX Listing Rules .................................................................. 31
4. Profile of Promisia Integrative Limited ......................................................... 34
5. Sources of Information, Reliance on Information, Disclaimer and
Indemnity .......................................................................................................... 42
6. Qualifications, Independence, Declarations and Consents ................. 45
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Promisia Integrative Limited
16 November 2018
1. Introduction
1.1. Background
Promisia Integrative Limited (“Promisia” or “the Company”) develops and markets
therapeutic natural products in New Zealand. It offers Arthrem, a dietary
supplement that helps maintain normal healthy function, flexibility and mobility in
stiff, and worn or damaged joints; and Artevite, a dietary supplement for dogs,
which helps maintain and support healthy joint function and mobility. It markets its
products through pharmacies and distributors. Promisia was incorporated in 1983
and is based in Wellington, New Zealand. The Company was formerly known as
Savoy Equities Limited and changed its name to Promisia Integrative Limited in
December 2013.
As at 31 October 2018 Promisia had 556.7 million ordinary shares on issue, a
market price of $0.005 per share and a market capitalisation of $2.78 million. The
current share price is reflective of the Company’s financial position and recent
performance following the Medsafe Alert and associated press in mid-February
2018, which questioned the safety of Arthrem as a consumable product. The
market reaction to the Alert and subsequent announcements has significantly
impacted demand for Promisia’s products and its financial performance has
suffered accordingly. Promisia reported a net loss of $1.22 million in the six months
ending 30 June 2018 and now requires additional capital to remain solvent and
continue operations.
Further information on the Company is set out in section 4.
The Company intends to enter into a series of transactions to provide up to $1.67
million of additional ordinary share capital to repay debt and provide funds for
future operations. In addition, there have been several transactions between
shareholders in relation to assignment of debts owed by the Company and a put
option over existing ordinary shares in the Company. These transactions
(collectively “the Proposed Transactions”) trigger obligations for the Company
under various provisions of the Takeovers Code and the NZX Listing Rules and
accordingly shareholder approval is required for them to proceed. Promisia is
holding a Special Meeting of shareholders on 4 December 2018 (“Special
Meeting”) to vote on two resolutions in relation to the Proposed Transactions.
As part of the Special Meeting there is the requirement for an Independent
Adviser’s Report on the “merits” of the Proposed Transactions in accordance with
the Takeovers Code and an Independent Appraisal Report on the “fairness” of
the Proposed Transactions in accordance with the NZX Listing Rules (together the
“Report”).
Armillary Limited, trading as Armillary Private Capital (“Armillary”) has been
engaged by Promisia to prepare the Report.
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16 November 2018
1.2. Thomas Brankin
Mr. Thomas Brankin (“Mr. Brankin”) is a New Plymouth based businessman. His
commercial interests have included a hospital, rest homes and retirement villages
throughout New Zealand. He owns iAgri Limited which has developed a cloud-
based farm management program. Mr. Brankin has other interests in commercial
and residential property.
Mr. Brankin is a director of Promisia, has served as acting CEO in 2017 and has
provided additional funding for the Company as required.
A trust associated with Mr. Brankin (“the Brankin Trust”) is the largest single
shareholder of Promisia. As at 8 November 2018, T.D. Brankin & M. J. Lay, as
Trustees of the Brankin Family Interest Trust, held 53,804,210 ordinary shares in
Promisia, representing 9.66%
1
of the Company’s ordinary shares on issue.
The Brankin Trust has agreed to underwrite, at no cost, $1.05 million of the
Company’s proposed Pro-rata Renounceable Rights Issue. As part of the
underwriting, subject to sufficient shortfall shares being available, the Brankin Trust
can, at its discretion, subscribe for an additional $250,000 of ordinary shares
making a total commitment from the Brankin Trust of up to $1,300,000.
On 1 October 2018, the Brankin Trust entered into a Deed of Assignment of Debt
whereby a debt owing by the Company, of just under $800,000, was sold by Mr.
Gary Wells and Wells Investments Limited (collectively “Wells”) to the Brankin Trust.
Further, Mr. Brankin is party to a Put Option Deed (the “Put Option”) with Wells.
Under the Put Option Deed Wells is able to require Mr. Brankin (or his nominee) to
purchase up to 39, 027,368 ordinary shares currently held by Wells and
representing 7.01% of the current issued ordinary shares of the Company. The Put
Option has exercise dates of 30 January 2019 and 30 September 2020.
As at 5 October 2018, the Brankin Trust had advanced Promisia $300,000 in cash
and $60,000 in asset purchases and expenses. As announced to NZX on 6
November 2018, the Brankin Trust has agreed to advance a further $440,000
making a total of $800,000. These advances are interest free with no immediate
repayment requirement and are secured by a General Security Agreement. As
part of the Proposed Transactions it is expected that these $800,000 of advances
will be reduced by being offset against the Underwriting Agreement obligation or
repaid if the underwriting is not called on to a sufficient extent.
1
In this Report all shareholding percentages are rounded up or down to two decimal
places (i.e. 9.6647% is rounded down to 9.66%). In the Notice of Special Meeting
shareholding percentages are all rounded up to two decimal places (i.e. 9.6647% is
rounded up to 9.67%).
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1.3. The Proposed Transactions
1.3.1. Renounceable Pro-Rata Rights Issue
Promisia intends to undertake a Renounceable Pro-Rata Rights Issue (“Rights
Issue”) to raise up to $1.67 million (approximately) in additional capital and
strengthen its balance sheet.
The Rights Issue provides shareholders with the right to subscribe for 3 new
ordinary shares for every 1 ordinary share held, at a price of $0.001 to be fully paid
in cash.
The Brankin Trust has agreed to underwrite the Rights Issue to the value of $1.05
million subject to approval by Promisia shareholders. The Underwriting Agreement
also allows for the Brankin Trust, at its discretion, to subscribe for an additional
$250,000 of ordinary shares (subject to the availability of shortfall shares from the
Rights Issue).
The proceeds from the Rights Issue will be used to reduce debt and provide funds
to launch new product lines.
Overview of the Rights Issue
The principal terms of the proposed Rights Issue are:
− the right to subscribe for 3 new ordinary shares for every 1 ordinary share
held as at the record date (expected to be very shortly after the Special
Meeting), resulting in the issue of up to 1,670,126,913 new ordinary shares
(subject to rounding);
− the new ordinary shares will be issued at $0.001 each, payable in full in
cash;
− due to varying legislative requirements relating to the issue of new ordinary
shares some shareholders with offshore registered addresses may not be
eligible to participate in the Rights Issue. All shareholders who are residents
of New Zealand will be eligible to participate in the Rights Issue;
− the rights are renounceable, meaning shareholders can sell or transfer some
or all of their rights, however quotation of the rights on the NZX Main Board
will not be sought;
− subject to shareholder approval, the Rights Issue will be underwritten by the
Brankin Trust to a value of $1.05 million, with the right to subscribe for an
additional $250,000 of ordinary shares taking its commitment up to a
maximum amount of $1.30 million;
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− there is an oversubscription facility for shareholders to apply for ordinary
shares in excess of their pro rata entitlement;
− ordinary shares up to a maximum value of $1,670,127 (subject to rounding)
will be allotted pursuant to the Rights Issue in the following order:
− shareholders subscribing for their pro-rata entitlement (up to a
maximum amount of $1,670,127);
− the Brankin Trust as underwriter (for an amount which is the lower of
$1,050,000 or $1,670,127 less the amount received from valid
shareholder subscriptions);
− the Brankin Trust’s discretionary subscription (for an amount, subject to
availability, of up to $250,000); and
− shareholders applying in the oversubscription facility for ordinary
shares in excess of their pro-rata entitlement (subject to availability
and, if necessary, allocated on a pro-rata basis); and
− the Rights Issue is expected to be completed prior to 31 December 2018.
Subject to shareholder approval, the full terms of the Rights Issue will be set out in
the Rights Issue Share Offer document expected to be sent out shortly after the
Special Meeting.
1.3.2. The Underwriting Agreement
The principal terms of the proposed Underwriting Agreement (“the Underwriting
Agreement”) between Promisia and the Brankin Trust are that the Brankin Trust will
underwrite the Rights Issue, for no fee, to a value of the lower of $1.05 million or
$1,670,127 less the aggregate amount of valid subscriptions from shareholders for
their pro-rata entitlement.
In addition to the underwritten amount, the Brankin Trust may, at its discretion,
subscribe for an additional $250,000 of shares making for a total commitment of
up to $1.30 million of new ordinary shares.
While Non-Associated Shareholders will be able to apply in the Rights Issue for
additional ordinary shares beyond their 3 for 1 entitlement, the Brankin Trust will, as
detailed above, have the first right, up to a maximum value of $1.30 million, to
take up the entitlements of other shareholders that do not want to participate in
the Rights Issue.
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1.3.3. The Put Option Deed
The Company has had a longstanding liability to Mr. Wells, a former Chairman of
the Company, and Wells Investments Limited (collectively “Wells”). This liability has
been disclosed in the Company’s Annual Reports and has been reduced from
approximately $1.20 million to $798,175 as at 30 September 2018.
On 1 October 2018 the Brankin Trust entered into a Deed of Assignment of Debt
with Wells to acquire that debt. The Company was not party to this transaction. A
condition of the assignment was a separate Put Option Deed (“the Put Option”)
entered into by Wells and Mr. Brankin. The Put Option enables Wells, and other
interests associated with Wells, to sell (or ‘put’) up to a designated number of
existing ordinary shares to Mr. Brankin (or his nominee) on one of two exercise
dates, being 30 January 2019 (at a price of $0.006 per share) or 30 September
2020 (at a price of $0.009 per share).
Mr. Brankin has indicated that if he is required to buy any ordinary shares as a
result of Wells electing to exercise the Put Option, he will nominate the Brankin
Trust as the purchaser of those ordinary shares. The numbers and analysis within
this Report are based on the assumption that the Brankin Trust is the purchaser of
any shares bought as a result of Wells exercising the Put Option.
The maximum number of ordinary shares that can be put to Mr. Brankin (or his
nominee) is 39,027,368 representing 7.01% of the current issued ordinary share
capital of the Company. The exercise of the Put Options can be split between
the two exercise dates but in no circumstances can the number of ordinary
shares sold be greater than the maximum. Wells, as party to the Put Option, is
able to sell its shares to other parties at any time, with any shares sold deducted
from the number of shares covered by the Put Option, meaning that if the Put
Option is exercised the final number sold to Mr. Brankin (or his nominee) could be
less than that maximum amount.
The Put Option relates to existing ordinary shares so has no impact on the total
number of ordinary shares issued by, or the financial position of, the Company.
However, if it is exercised, the Brankin Trust would hold a larger percentage of the
voting rights of the Company.
1.3.4. The General Security Agreement
As discussed above the Company has several debt liabilities outstanding to the
Brankin Trust. The Brankin Trust has, or by the time of the Special Meeting is
expected to have, made cash advances to the Company totaling $800,000. In
addition, it has purchased the debt formerly owing to Wells of $798,175.
A General Security Agreement over all the assets of the Company has been
granted to the Brankin Trust (“the GSA”) by the Company.
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If the Proposed Transactions are approved by shareholders, it is expected that the
$800,000 of advances will be repaid by being offset against the Brankin Trust’s
underwriting commitment and/or repaid out of proceeds from the Rights Issue. If
this occurs the GSA will secure the residual balance of the debt of $798,175
acquired from Wells.
1.4. Impact on Ownership
Ownership Levels Prior to the Rights Issue
The Company’s shareholders not associated with Mr. Brankin or the Brankin Trust
(“the Non-Associated Shareholders”) collectively hold 90.34% of the Company’s
ordinary shares on issue as at 8 November 2018.
Ownership Levels After the Rights Issue
After completion of the Rights Issue, which is expected to be prior to 31
December 2018, between 1,050,000,000 and 1,670,126,913 new ordinary shares
will be issued:
− Between 0 and 1,508,714,283 ordinary shares will be allotted to the Non-
Associated Shareholders subject to their level of participation in the Rights
Issue;
− Subject to the level of Non-Associated Shareholder participation in the
Rights Issue, and whether the Brankin Trust elects to subscribe for its
additional discretionary subscription of up to $250,000, a minimum of
1,050,000,000 and a maximum of 1,300,000,000 ordinary shares will be
allotted to the Brankin Trust pursuant to the Underwriting Agreement; and
− Subject to the level of participation of Non-Associated Shareholders in the
Rights Issue and whether the Brankin Trust elects to subscribe for additional
ordinary shares further ordinary shares will be issued to shareholders who
applied for additional shares in the oversubscription facility.
As detailed in Section 2.10, this will result in the Brankin Trust owning between
9.66% and 72.91% of the ordinary shares in the Company.
Levels Following Exercise of the Put Option
The Put Option covers 7.01% of the current issued ordinary shares in the Company
however as it is expressed as a fixed number of shares this percentage will reduce
substantially as a consequence of the Rights Issue. Depending on the exact
outcome of the Rights Issue the Put Option will cover between 1.75% and 2.43% of
the issued ordinary shares in the Company. Accordingly, if the Rights Issue
proceeds and the Put Option is exercised by Wells the Brankin Trust would end up
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Promisia Integrative Limited
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owning between 11.42% and 75.02% of the issued ordinary shares in the
Company.
1.5. Impact of Granting Security
Granting a GSA over the assets of a company is the standard form of protection
for lenders in New Zealand. Any lender to the Company will require security over
its assets as protection for the amounts owing.
In Promisia’s case, given its small size and poor financial performance, this is
particularly relevant. It is unlikely that alternative debt providers would be
available so granting a security interest over all of its assets to any party willing to
lend to it is an appropriate course of action.
1.6. Regulatory Requirements
1.6.1. Takeovers Code
Promisia’s ordinary shares are listed on the NZX Main Board and as an Issuer the
Company is classified in the Takeovers Code (“the Code”) as a Code Company.
Rule 6 of the Code prohibits:
− A person who holds or controls less than 20% of the voting rights in a code
company from increasing its holding or control of voting rights beyond 20%;
and
− A person holding or controlling 20% or more of the voting rights in a code
company from increasing its holding or control of voting rights,
unless the person and their associates comply with the exceptions to Rule 6.
One of the exceptions, set out in Rule 7(d) of the Code, enables a person and its
associates to increase their holding or control of voting rights by an allotment of
shares if the allotment is approved by an ordinary resolution of shareholders of the
code company.
The Underwriting Agreement, and subsequent allotment of ordinary shares, may
result in the Brankin Trust increasing its control of the voting rights in Promisia from
9.66% to between 9.66% - 72.91%, depending, inter alia, on the level of Non-
Associated Shareholder participation in the Rights Issue.
In addition, if the Put Option is exercised by Wells the Brankin Trust’s shareholding
in Promisia would increase by between 1.75% - 2.43% above its shareholding
following the Rights Issue.
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Accordingly, the Non-Associated Shareholders will, in accordance with the Code,
vote at the Special Meeting on an ordinary resolution in respect of the
Underwriting Agreement between Promisia and the Brankin Trust and authorizing
the Brankin Trust to acquire any ordinary shares it may be required to purchase as
a result of Wells exercising the Put Option.
Rule 18 of the Code requires the directors of a code company to obtain an
Independent Adviser’s Report on the merits of an acquisition under Rule 7(c) or
an allotment under Rule 7(d).
The Independent Adviser’s Report is to be included in, or accompany, the Notice
of Special Meeting pursuant to Rules 15(h) and 16(h).
1.6.2. NZX Main Board Listing Rules
Promisia’s ordinary shares are listed on the NZX Main Board and as an Issuer
Promisia is subject to the NZX Listing Rules (“the Listing Rules”).
Listing Rule 7.5.1 states that no issue of Securities shall be made by an Issuer if:
− there is a significant likelihood that the issue will result in any person or group
of Associated Persons materially increasing their ability to exercise, or direct
the exercise (either then or at any future time) of effective control of that
Issuer; and
− that person or group of Associated Persons is entitled before the issue to
exercise, or direct the exercise of, not less than 1% of the total Votes
attaching to Securities of the Issuer,
unless the precise terms and conditions of the issue have been approved by an
Ordinary Resolution of the Issuer.
The Underwriting Agreement involves the issue of ordinary shares which may
materially increase Mr. Brankin’s and the Brankin Trust’s ability to exercise control
over the Company.
Accordingly, the Non-Associated Shareholders will vote at the Special Meeting on
an ordinary resolution in respect of the Underwriting Agreement, and potential
allotment of ordinary shares, between Promisia and the Brankin Trust, in
accordance with the Listing Rules.
Listing Rule 6.2.2 (a) requires an Appraisal Report to be prepared where a
meeting will consider a resolution required by Listing Rule 7.5.
Listing Rule 9.2.1 stipulates that an Issuer shall not enter into a Material Transaction
(as defined in Listing Rule 9.2.2) if a Related Party is a party to the Material
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Transaction or to one of a related series of transactions of which the Material
Transaction forms part without first obtaining approval of the transaction by way
of an ordinary resolution from shareholders not associated with the Related Party.
The Brankin Trust is a Related Party of the Company as it is an Associated Person
of Mr. Brankin under the Listing Rules. Mr. Brankin is a Related Party of the
Company as he is a director of the Company.
The Underwriting Agreement between the Company and the Brankin Trust is for
an amount in excess of 10% of the Average Market Capitalisation of the
Company (as that term is defined in the Listing Rules) meaning that it constitutes a
Material Transaction.
Listing Rule 9.2.5 (b) requires an Appraisal Report to be prepared where a
meeting will consider a resolution required by Listing Rule 9.2.1.
1.7. Special Meeting
Shareholders will vote at the Special Meeting on 4 December 2018 on two
resolutions (“the Resolutions”) to give effect to the Proposed Transactions.
In relation to Resolution 1 (“Brankin Trust – Potential Share Issues and Share
Acquisitions”) and pursuant to Rule 17 of the Takeovers Code Mr. Brankin, the
trustees of the Brankin Trust, Mr. Garrick Wells, Wells Investments Limited and their
respective Associates are prohibited from voting any ordinary shares that they
hold. Shareholders should read the section “Voting Restrictions” within the Notice
of Special Meeting for further details.
In relation to Resolution 2 (“Brankin Trust – Related Party Transaction”) and
pursuant to Listing Rule 9.3.1 Mr. Brankin and his Associated Persons are prohibited
from voting any ordinary shares that they hold.
Shareholders, subject as above to eligibility, will vote on the following resolutions:
Resolution 1: Brankin Trust – Potential Share Issues and Share Acquisitions
Subject to Resolution 2 being approved by shareholders, that under Rules 7(c)
and 7(d) of the Takeovers Code and NZX Listing Rule 7.5.1 (as applicable):
a) The Company is authorised to issue up to 1,300,000,000 Shares to
Brankin Trust at an issue price of $0.001 per Share under the
Underwriting Agreement for the Rights Issue that is described in this
Notice of Meeting; and
b) Brankin Trust is authorised to acquire up to 39,027,368 shares if the Put
Option described in this Notice of Meeting is exercised,
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on the terms further described, and on such additional terms as are not
inconsistent with those set out in the Explanatory Notes to the Notice of
Meeting.
Resolution 2: Brankin Trust – Related Party Transaction
Subject to Resolution 1 being approved by shareholders, that under Listing Rule
9.2.1 the Company is authorised to perform the Underwriting Agreement with
Brankin Trust that is described in this Notice of Meeting on the terms further
described, and on such additional terms as are not inconsistent with those set out
in the Explanatory Notes to the Notice of Meeting.
1.8. Purpose of the Report
Promisia’s board of directors (“the Board”) has engaged Armillary to prepare an
Independent Adviser’s Report on the merits of the potential share issues and
share acquisitions in accordance with Rule 18 of the Code.
Armillary was approved by the Takeovers Panel on 26 October 2018 to prepare
the Independent Adviser’s Report.
The Board has also engaged Armillary to prepare an Appraisal Report on the
fairness of the potential share issues and related party transactions in accordance
with Listing Rules 6.2.2 (a) and 9.2.5(b).
Armillary was approved by NZX Regulation on 1 November 2018 to prepare the
Appraisal Report.
Armillary issues this Independent Adviser’s Report and Appraisal Report to the
Board for the benefit of the Non-Associated Shareholders to assist them in forming
their own opinion on whether to vote for or against the Resolutions in relation to
the Proposed Transactions at the Special Meeting on 4 December 2018.
We note that each shareholder’s circumstances and objectives are unique.
Accordingly, it is not possible to report on the merits and fairness of the Proposed
Transactions in relation to each individual shareholder. This report on the merits
and fairness of the Proposed Transactions is therefore necessarily general in
nature.
This Independent Adviser’s Report and Appraisal Report is not to be used
for any other purpose without our prior written consent.
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2. Evaluation of the Merits of the Proposed
Transactions for the Purposes of the Takeovers
Code
2.1. Basis of Evaluation
Rule 18 of the Code requires an evaluation of the merits of the potential share
issue and share acquisition by the Brankin Trust with regards to the interests of the
Non-Associated Shareholders.
There is no legal definition of the term “merits” in New Zealand in either the Code
or in any statute dealing with securities or commercial law. In the absence of an
explicit definition of merits, guidance can be taken from:
− the Takeovers Panel Guidance Note on Independent Advisers and the
Takeovers Code dated 1 March 2018;
− definitions designed to address similar issues within New Zealand regulations
which are relevant to the proposed transaction;
− overseas precedents; and
− the ordinary meaning of the term “merits”.
In our opinion the assessment of the merits of the potential share issues and share
acquisitions by the Brankin Trust should focus on the:
− requirement for the Rights Issue;
− outlook for Promisia without the Rights Issue;
− background to the Put Option;
− the likelihood of exercise of the Put Option;
− structure and size of the Rights Issue;
− terms and conditions of the Underwriting Agreement;
− alternatives to the Underwriting Agreement;
− effect of the Rights Issue on Promisia’s financial position;
− impact on the control of the Company;
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− likelihood of a takeover following the transactions;
− impact of the transactions on Promisia’s share price and liquidity;
− the dilutionary impact on the Non-Associated Shareholders;
− other benefits and disadvantages to Mr. Brankin and the Brankin Trust;
− other benefits and disadvantages to the Non-Associated Shareholders; and
− wider implications if the Resolutions are not approved.
Our opinion should be considered as a whole. Selecting only portions, without
considering all the factors and analysis together, could create a misleading view
of the factors and process underlying the opinion.
2.2. Summary of the Evaluation of the Potential Share Issues and Share
Acquisitions
Our evaluation of the merits of the potential share issue and share acquisition by
the Brankin Trust is set out in detail in sections 2.3 to 2.17.
In summary, the positive aspects are:
− the rationale for the Rights Issue and the Underwriting Agreements is
appropriate;
− the Rights Issue is of sufficient size to repay debt and support the
commercialization of new product lines;
− all eligible shareholders are able to participate in the Rights Issue on a pro-
rata basis and, if they choose, apply for additional shares;
− the rights are renounceable, meaning that they can be transferred or sold
however, the rights will not be quoted on the NZX Main Board or any other
financial product market;
− the terms of the Underwriting Agreement are favorable to the Company
and Non-Associated Shareholders. Typically, an underwriting fee of up to
5% would be charged for similar transactions and zero underwriting fees are
rare;
− the Underwriting Agreement provides Promisia with the certainty that the
Rights Issue will raise at least $1.05 million;
− the Underwriting Agreement and the Rights Issue will have a positive impact
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on the Company's financial position;
− there are few, if any, alternatives to the Underwriting Agreement;
− the potential share issues and share acquisitions may increase the likelihood
of a Takeover Offer; and
− The implications of the Resolutions not being approved by the Non-
Associated Shareholders are significant. The Company's ability to fund
continuing operations will be seriously impacted.
In summary, the negative aspects of the potential share issues and share
acquisitions by the Brankin Trust are:
− the Brankin Trust’s level of voting rights will range from 9.66% up to 72.91%
following the Rights Issue, depending on the level of participation in the
Rights Issue by the Non-Associated Shareholders;
− the Rights Issue is likely to have a negative impact on the liquidity of
Promisia’s ordinary shares;
− the issue price of $0.001 is at a deep discount to the market price of $0.005
as at 9 November 2018. Non-Associated Shareholders that do not take up
their entitlements and do not sell their rights will see a significant dilution in
the value of their investment in the Company;
− while there is no underwriting fee the Brankin Trust is able to increase the
amount subscribed for in the Rights Issue from $1.05 million to $1.30 million.
This will increase the level of dilution for Non-Associated Shareholders;
− the Put Option is likely to be exercised, increasing the Brankin Trust’s
shareholding by between 1.75% and 2.43%;
− the potential share issues and share acquisitions may decrease the
likelihood of a Takeover Offer; and
− if the Rights Issue is not well supported by the Non-Associated Shareholders,
the effect of the potential share issues and share acquisitions is that Mr.
Brankin will significantly increase his ability to influence the outcome of
shareholder voting and exert control over the Board and the Company’s
operations.
There are both positive and negative aspects associated with the potential share
issues and share acquisitions by the Brankin Trust. In our opinion, when the Non-
Associated Shareholders are evaluating the merits of the potential transactions,
they need to carefully consider whether the negative aspects could justify voting
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against the Resolutions, with the outcome that Promisia would be
undercapitalized and in urgent need of additional funding which if not raised
could result in an insolvency event for the company.
In our opinion, taking into account all relevant factors, the positive aspects of the
Underwriting Agreement and the allotment of ordinary shares to the Brankin Trust,
and the associated authority for the Brankin Trust to acquire ordinary shares if the
Put Option is exercised outweigh the negative aspects from the perspective of
the Non-Associated Shareholders.
2.3. The Requirement for the Rights Issue
The intent of the Rights Issue is to raise funds to enable Promisia to repay debt,
fund continuing operations, and launch new products into the market as part of
the Company’s turnaround strategy.
If fully subscribed, the Rights Issue will raise approximately $1.67 million of new
capital. The capital will be used to:
− reduce debt;
− fund losses from the continuing day-to-day operation of the business;
− launch new product lines;
− develop and implement marketing programs for these products; and
− continue to support the Arthrem line through ongoing discussions with
Medsafe.
2.4. The Outlook for Promisia Without the Rights Issue
The book value of Promisia’s Shareholders Funds at 30 June 2018 was $764,000. It
had $104,000 in cash and equivalents, loans of $921,000 and reported a $1.222
million loss in the 6 months to 30 June 2018.
The Company has only managed to survive through the financial support
provided by the Brankin Trust. Without the Rights Issue, which seeks to restructure
that funding, the Company would be unable to repay its loans or fund ongoing
business operations. In the absence of alternative sources of capital, which the
Promisia directors believe is unlikely to be available, the Company would likely
have to cease operations and find a buyer for its assets. Such an outcome is
unlikely to result in any return to shareholders.
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2.5. Background to the Put Option
The Put Option arose from a transaction between the Brankin Trust and Wells in
relation to the assignment of debt owed by the Company to Wells. That debt was
interest bearing (at a rate of 6.50% per annum) with a fixed monthly repayment
schedule meaning that it would be fully repaid by August 2019.
With the deterioration in the Company’s financial performance over 2018
following the Medsafe Alert the Company was not able to generate sufficient
operating cashflow to pay the interest or make the principal repayments nor was
it in a position to refinance the loan from alternative providers.
The Company was not a party to the transactions between the Brankin Trust and
Wells however to have the Brankin Trust acquire the debt previously owed to Wells
was a positive outcome for the Company. Mr. Brankin and the Brankin Trust have
demonstrated themselves to be supportive capital providers to the Company
and our understanding is that the payment terms of this loan will not be enforced
if the Company is unable to make either principal or interest payments on the
loan.
The Put Option was a condition of the assignment of that debt. In our opinion the
Company benefits from having the debt owed to the Brankin Trust, rather than to
Wells, due to Mr. Brankin’s and the Brankin Trust’s previously demonstrated
willingness to amend debt payment terms if the Company is unable to make such
payments. Accordingly, in our opinion the combined debt assignment and Put
Option transactions are of positive benefit to Promisia and the Non-Associated
Shareholders.
2.6. The Likelihood of Exercise of the Put Option
The Put Option is exercisable by Wells at one, or both, of two future dates with a
different price applying at each exercise date. Wells can elect to put the ordinary
shares to the Brankin Trust at either 30 January 2019 (at a price of $0.006 per
share) or 30 September 2020 (at a price of $0.009 per share).
Both these exercise prices are above the current share price of $0.005 and the
theoretical ex-rights price of $0.002 per share (see Section 2.12).
There are factors other than price that a holder of a put option may consider
before deciding whether to exercise their option. Such factors could include likely
future prospects for the company, the liquidity of the underlying shares and the
likelihood of finding an alternative buyer for the shares.
Considering these factors, in particular the volume of ordinary shares that have
traded on the NZX (see Section 4.9) relative to the number of ordinary shares to
which the Put Option relates, along with the relationship between the current
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share price and the exercise prices of the Put Option we consider it likely that
Wells will exercise the Put Option.
2.7. Structure of the Rights Issue
Overview
The Rights Issue is structured as an issue of up to 1,670,126,913 new ordinary shares
to eligible shareholders on a 3:1 basis at $0.001 per new share. The Rights Issue will
be partially underwritten by the Brankin Trust for an amount of $1.05 million (or
1,050,000,000 new shares) with the Brankin Trust having the right to subscribe for
an additional amount of $250,000 for a potential maximum investment of $1.30
million (or 1,300,000,000 new shares).
Size of the Rights Issue
The $1.05 - $1.67 million of capital to be raised under the Rights Issue is based on
the Board’s estimate of the level of capital required to repay debt, remain solvent
in the medium term, support the commercialization of new product lines, and
continue support for the Arthrem product.
Pricing
The Rights Issue is priced at a deep discount to the prevailing share price. The
Board has set the subscription price at $0.001 which is an 80% discount to the
closing share price of $0.005 on 9 November 2018.
The $0.001 price compares to the Net Tangible Assets of $0.0011 per share and
Net Asset Value per share of $0.0014 as at 30 June 2018.
This level of discount is at the upper end of the range of discounts observed for
rights issues in New Zealand. In the context, however, of a pro-rata rights issue for
a company in poor financial condition a discount of this magnitude is less
unusual.
Renounceable
The rights are renounceable, meaning that they can be transferred or sold,
however they will not be quoted on the NZX Main Board or any other financial
product market. Given the structure and pricing of the Rights Issue we can
understand the Board’s decision not to seek quotation of the rights.
2.8. Underwriting Alternatives
Promisia had the following options in relation to underwriting the Rights Issue:
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− the Underwriting Agreement with the Brankin Trust as proposed;
− seek an alternative underwriter; or
− propose a non-underwritten Rights Issue.
Proposed Underwriting Agreement with Mr. Brankin
The Brankin Trust will not charge an underwriting fee however as underwriter the
Brankin Trust will have the right to take up any shortfall shares ahead of any other
shareholders being able to subscribe for them.
As underwriting fees generally account for up to 5.0% of the underwritten
amount, Armillary considers the Underwriting Agreement to be favorable to
Promisia and the Non-Associated Shareholders.
Alternative Underwriter
Given the small size of the Company, its current financial performance, the
limited number of institutional investors on its share register, and the limited
liquidity of the Company's shares, we consider it unlikely that Promisia would have
been able to secure an alternative underwriter.
We are advised that the Board sought alternative funding options but was not
able to progress those discussions in a meaningful manner.
No Underwriter
While rights issues are typically better subscribed for when the issue price is at a
large discount to the prevailing share price a discounted issue price does not
guarantee the full take-up of a rights issue. Other factors that impact the level of
participation in a rights issue include:
− the liquidity of the shares and the spread of shareholders;
− the level of the required investment both in absolute terms and relative to
the market value of each holder’s shareholding. In Promisia’s case any
shareholder wishing to take up their full entitlement is required to invest 60%
of the current market value of their holding in the Rights Issue. For the Non-
Associated Shareholders, excluding any within the 20 largest holders, the
average investment required to take up their full entitlement is
approximately $576;
− the financial performance of the company; and
− the general state of share markets as a whole.
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Given the low demand for Promisia shares (based on volumes traded over the
last six months), its recent poor financial performance and its very small overall
size, we are of the view that Promisia would have a very low probability of raising
the underwritten amount of $1.05 million if it elected to have a non-underwritten
issue.
2.9. Impact on Financial Position
Promisia’s unaudited Shareholders Funds at 30 June 2018 was $764,000. This
equated to $0.0014 per share. Loans totaling $921,000 represented 55% of Total
Net Operating Assets at the same date. A summary of Promisia’s financial position
is set out in section 4.7.
The Underwriting Agreement ensures that the Rights Issue will raise at least $1.05m
while if the Rights Issue is fully subscribed approximately $1.67 million will be raised.
For illustrative purposes, if the full proceeds from the Rights Issue had been
received on 30 June 2018, and the full $800,000 of cash advances had been
made by the Brankin Trust at the same date, Promisia’s total equity would have
increased to $2.43 million and loans would account for 25% of Total Net
Operating Assets.
Illustrative Effect of the Rights Issue on Promisia’s Financial Position
As Promisia is not party to the Put Option (i.e. it relates to existing ordinary shares in
the Company) the exercise, or not, of that option has no impact on the financial
position of the Company.
$'000
30 June 2018
AdvancesRights Issue
Cash at Bank104 677 870 1,651
Net Working Capital1,340 - - 1,340
Total Tangible Non-Current Assets116 - - 116
Intangible Assets125 - - 125
Total Net Operating Assets1,685 677 870 3,232
Long Term Loan (incl. Current Portion)821 (23) - 798
Other Advances100 700 (800) -
Total Liabilities921 677 (800) 798
Net Assets764 - 1,670 2,434
Share Capital57,059 - 1,670 58,729
Accumulated Losses(56,472) - - (56,472)
Other Equity Reserves177 - - 177
Total Equity764 - 1,670 2,434
Share on Issue (million)556.71 2,226.84
Net Assets per share$ 0.0014$ 0.0011
Net Tangible Assets per share$ 0.0011$ 0.0011
Adjustments
Pro-forma 30 June
2018 Balance Sheet
Source: Company Announcements, Directors Report for 6 months to 30 June 2018 (unaudited)
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2.10. Impact on Control
Share Capital and Shareholders
Promisia currently has 556,708,971 fully paid ordinary shares on issue held by 1,446
shareholders. The names, number of shares and percentage holding of the
Company’s 20 largest shareholders as at 8 November 2018 are set out in section
4.3.
Promisia currently has two substantial security holders:
− T.D. Brankin & M. J. Lay as Trustees for the Brankin Family Interest Trust – 9.66%
of the fully paid ordinary shares
− E. M.M. Johnson & K. Johnson & E. Wright – 8.01% of the fully paid ordinary
shares
The Brankin Trust's Potential Shareholding Levels
The Proposed Transactions result in a wide range of possible future shareholding
scenarios. Armillary has analysed the impact of the transactions on the basis of
three separate scenarios in relation to the Rights Issue and the Underwriting
Agreement along with the subsequent impact of the future exercise of the Put
Option.
Scenario 1 Non-Associated Shareholders take up 100% of their
entitlement under the Rights Issue.
Scenario 2 Non-Associated Shareholders take up 0% of their
entitlement under the Rights Issue; and
The Brankin Trust underwrites the Rights Issue to $1.05m
and subscribes for 1,050,000,000 new ordinary shares.
Scenario 3 Non-Associated Shareholders take up 0% of their
entitlement under the Rights Issue; and
The Brankin Trust underwrites the Rights Issue to $1.05m
and elects to subscribe for an additional $0.25 million and
subscribes for a total of 1,300,000,000 new ordinary shares.
As shown in the table below the Brankin Trust could potentially increase its control
of voting rights in Promisia from 9.66% up to 72.91% depending on the level of
Non-Associated Shareholder participation in the Rights Issue. If the Put Option is
exercised the Brankin Trust’s shareholding, and control of voting rights, would
increase further by between 1.75% and 2.43% depending on the level of Non-
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Associated Shareholder participation in the Rights Issue.
While the extent of the increase is unknown the Brankin Trust is likely to increase its
control of voting rights in the Company, possibly to over 50%, without having to
make a formal offer to all shareholders in accordance with Rules 7(a) or 7(b) of
the Code. To do this requires the Non-Associated Shareholders to pass an
ordinary resolution on the matter.
Shareholder Voting Level Scenarios
The Brankin Trust’s current level of voting rights of 9.66% does not enable it to pass
or block either ordinary or special resolutions (which require the approval of 50%
or 75% respectively of the votes cast by shareholders).
Subject to the level of Non-Associated Shareholder participation in the Rights
Issue the Brankin Trust’s ability to influence the outcome of shareholder voting will
likely increase. In the event of low take-up by Non-Associated Shareholders in the
Rights Issue the Brankin Trust will gain enough control to pass, or block, any
ordinary resolution that they are entitled to vote on and while it could end up in a
position of being able to block a special resolution in no circumstances would it
control enough votes to pass a special resolution on its own.
If the Put Option, to which the Company is not a party, is exercised (in either
January 2019 or September 2020) that will increase the Brankin Trust’s level of
voting rights by between 1.75% and 2.43% and thus increase its ability to influence
the outcome of shareholder voting.
How significant the impact of the increase resulting from an exercise of the Put
Option is remains dependent on the outcome of the Rights Issue and, in
particular, the level of participation by Non-Associated Shareholders. There are
scenarios where, if the Put Option is exercised, the Brankin Trust ends up
controlling over 75% of the voting rights and thus gains the ability to pass special
resolutions that it is entitled to vote on. For example, if there is zero participation
Number of
shares
% holding
Number of
shares
% holding
Number of
shares
% holding
53,804,210 9.66%502,904,761 90.34%556,708,971 100.00%
: Scenario 1215,216,840 9.66%2,011,619,044 90.34%2,226,835,884 100.00%
: Scenario 21,103,804,210 68.70%502,904,761 31.30%1,606,708,971 100.00%
: Scenario 31,353,804,210 72.91%502,904,761 27.09%1,856,708,971 100.00%
: Scenario 1254,244,208 11.42%1,972,591,676 88.58%2,226,835,884 100.00%
: Scenario 21,142,831,578 71.13%463,877,393 28.87%1,606,708,971 100.00%
: Scenario 31,392,831,578 75.02%463,877,393 24.98%1,856,708,971 100.00%
Brankin TrustNon-associated shareholdersTotal
Before the Rights Issue
After the Rights Issue and AFTER exercise of the Put Option
After the Rights Issue but BEFORE exercise of the Put Option
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by Non-Associated Shareholders in the Rights Issue, the Brankin Trust elects to
subscribe for the maximum number of 1,300,000,000 ordinary shares and the Put
Option is exercised the Brankin Trust would control 75.02% of the voting rights in
Promisia.
If the Non-Associated Shareholders vote against the Resolutions, the Put Option
could still be exercised by the Wells’ interests in either January 2019 or September
2020. However, dependent on the Brankin Trust’s shareholding prior to that
exercise, there are potential implications under the Code if that were to happen.
It is also important to note that the ability for any shareholder to influence the
outcome of voting on the Company’s ordinary resolutions or special resolutions
may be reduced by other means such as the Company’s constitution, the Code,
the Listing Rules and the Companies Act 1993.
Overall, although subject to the level of Non-Associated Shareholder
participation in the Rights Issue, we consider that the Underwriting Agreement is
likely to significantly increase the Brankin Trust’s ability to exert voting control over
Promisia.
The impact of the Put Option exercise is likely to be less significant as it represents,
at most, 2.43% of post Rights Issue ordinary issued capital of the Company.
However, there are scenarios whereby the impact of the Put Option is significant
on the Brankin Trust’s level of control over Promisia in that it enables it to pass
special resolutions, on which it is able to vote on, on its own.
Ability to Creep
If the Brankin Trust ends up controlling more than 50% of the voting rights in the
Company, it will then be able to utilise the creep provisions of Rule 7(e) of the
Code. These provisions enable shareholders holding more than 50%, and less than
90%, of the voting securities in a Code Company to buy up to an additional 5% of
that company’s shares each year, in this case starting 12 months after the Rights
Issue, without the need for shareholder approval.
Depending on the level of the Non-Associated Shareholders’ participation in the
Rights Issue, the Brankin Trust may end up in a position where it can utilise these
creep provisions.
Board Control
As set out in section 4.2, the Company currently has four directors. Other than Mr.
Brankin himself none are deemed to be associates of Mr. Brankin or the Brankin
Trust.
We are advised by the Company that at this point in time no agreements have
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been made with Mr. Brankin as to future board representation following the
allotment of ordinary shares under the Proposed Transactions. The level of control
that the Brankin Trust has over director appointment and removal will be
dependent, inter alia, on the level of Non-Associated Shareholder participation in
the Rights Issue along with provisions of the Company’s constitution and the
Listing Rules.
Promisia’s constitution allows for directors to be appointed or removed by an
ordinary resolution of the shareholders. However, as an Issuer, Promisia has to
comply with the Listing Rules which stipulate that there must be at least two
Independent Directors or, if there are eight or more Directors, three or one-third of
the total number of Directors, whichever is the greater. Such provisions serve to
limit the control that Mr. Brankin could have over the level of board
representation.
Operations
While Mr. Brankin is a director of the Company this does not entitle him to any
direct role in the day-to-day operations of the Company and we are advised
that this is not expected to change following completion of the Proposed
Transactions.
2.11. Dilutionary Impact
The dilutionary impact of the Pro-Rata Rights Issue and associated Underwriting
Agreement on the Non-Associated Shareholders will be between 0% and 63.25%
depending on the level of Non-Associated Shareholder participation in the Rights
Issue and whether the Brankin Trust elects to subscribe for more than the
underwritten amount of $1.05 million.
If the Rights Issue is fully subscribed, the Brankin Trust will maintain its current
shareholding of 9.66%. If the Rights Issue is not supported at all by the Non-
Associated Shareholders, the Underwriting Agreement will result in the Non-
Associated Shareholders interests falling from 90.34% to 27.09%.
As the Put Option relates to existing ordinary shares, it has no dilutionary effect on
shareholders.
2.12. Impact on Share Price and Liquidity
Share Price
A summary of Promisia’s daily closing share price and daily volume of shares
traded from 2 November 2015 is set out in section 4.9.
During 2018, Promisia’s shares have traded between $0.02 and $0.004 with a
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Volume Weighted Average Price (“VWAP”) of $0.0103 and $0.0084 for the period
following the Medsafe Alert.
As the Rights Issue subscription price of $0.001 is at an 80% discount to the current
market price, the Company’s share price is likely to drop following the approval
of the Proposed Transactions.
A theoretical price for the Company’s ordinary shares following completion of the
Rights Issue can be calculated. The theoretical ex-rights price (“TERP”) is a
function of the ratio of new shares issued to the number of existing shares and the
issue price compared to the market price prior to the Rights Issue.
Whether a company’s shares trade at, above or below the TERP following
completion of a rights issue is determined by factors including share liquidity,
investor expectations for future performance and the general state of equity
markets as a whole.
In Promisia’s case using the 3 for 1 ratio, an issue price of $0.001 per ordinary share
and a price prior to the Rights Issue of $0.005 the TERP is $0.002.
The Put Option relates to existing, fully paid ordinary shares, so its exercise or not
would not be expected to have any impact on the share price.
Liquidity
Trading in the Company’s shares is relatively thin, which is likely a reflection of the
fact that that the top 20 shareholders collectively hold 50.84% of the Company’s
ordinary shares as well as the low market capitalisation of the Company. Only
8.5% of the Company’s ordinary shares have traded in 2018 with approximately
one third of those traded on a single day (20 February when 18.0 million shares
were traded immediately following the Medsafe Alert).
In our opinion the level of Non-Associated Shareholder participation in the Rights
Issue will ultimately determine the impact on the liquidity of Promisia’s shares. If
the Rights Issue is well supported by Non-Associated Shareholders, liquidity is likely
to remain at current levels. If the Rights Issue is not well supported by the Non-
Associated Shareholders and the Brankin Trust’s shareholding increases
substantially, there would likely be a negative impact on the liquidity of Promisia’s
ordinary shares.
The Put Option relates to existing shares held by a long-term investor in the
Company. Armillary does not believe that exercise of the Put Option will have a
material impact on future liquidity of the shares.
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2.13. Key Benefit to Mr. Brankin
The Proposed Transactions provide Mr. Brankin with the possibility to increase his
shareholding and level of control in Promisia to a significant level and at a
discount to the current share price.
However, this opportunity will only arise if the Non-Associated Shareholders
choose not to take up their entitlements under the Rights Issue and Wells elects to
exercise the Put Option. In other words, Mr. Brankin and the Brankin Trust has little
control over their ultimate level of shareholding in, and control over, the
Company.
The Proposed Transactions also have the effect of consolidating the Brankin Trust’s
interests in Promisia, strengthening the Company’s balance sheet, and reaching
a satisfactory arrangement with another long-term shareholder in the Company.
2.14. Disadvantages to Mr. Brankin
Increased Exposure to the Risks of Promisia
Section 4.5 outlines a number of factors influencing the performance of Promisia
and the risks that the Company faces. As the Brankin Trust’s ownership in Promisia
increases, so does its exposure to these risks. Following the allotment of ordinary
shares under the Rights Issue, the Brankin Trust’s level of shareholding will be
between 9.66% and 72.91% and will be between 11.42% and 75.02% if the Put
Option is exercised.
According to the directors, there are already few, if any, other shareholders
willing to provide material financial support to Promisia and this is likely to be
exacerbated by the Proposed Transactions. This is likely to mean that the Brankin
Trust may need to continue to provide a proportion of the Company’s funding
requirements in excess of its pro-rata shareholding in Promisia.
Mr. Brankin and the Brankin Trust have little control over the ultimate level of their
shareholding in Promisia as it will be a function of the level of Non-Associated
Shareholders participation in the Rights Issue and whether Wells elects to exercise
the Put Option.
Further Financial Commitments
The market value of the Brankin Trust’s holding of ordinary shares at 8 November
2018 was $269,021.
The Brankin Trust has advanced $360,000 to Promisia and has committed to
advance a further $440,000. These $800,000 of advances are expected to
effectively be repaid out of the proceeds from the Rights Issue.
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The transaction with Wells, whereby the Brankin Trust purchased a debt owing by
the Company, has a total financial commitment of $398,000.
These holdings, and commitments, represent a combined investment of
$1,467,021.
The Brankin Trust is able to subscribe for up to1,300,000,000 new ordinary shares
under the Underwriting Agreement at a cost of $0.001 per share or $1.30 million in
total. The minimum level of its investment in the Rights Issue is $1.05 million.
If Wells elects to exercise the Put Option, the Brankin Trust has a further
commitment of up to $351,246.
Overall the Proposed Transactions would increase the Brankin Trust’s level of
investment in Promisia by between 95.5% and 112.6% depending on the level of
Non-Associated Shareholder participation in the Rights Issue, the level of the
Brankin Trust’s subscription pursuant to the Underwriting Agreement and whether
Wells exercises the Put Option.
2.15. Other Issues
All Shareholders Have the Opportunity to Participate in the Rights Issue
The Rights Issue is a pro-rata offer to all shareholders. While certain shareholders
with an offshore registered address may not be eligible all shareholders who are
resident in New Zealand have the opportunity to take up their entitlements to
acquire new ordinary shares as well as the opportunity to apply for additional
ordinary shares. If all Non-Associated Shareholders take up their entitlements, then
the Brankin Trust will not increase its level of voting rights in the Company as a
result of the Underwriting Agreement. In that case the Brankin Trust would
subscribe to its entitlement in the Rights Issue and maintain its current
shareholding of 9.66%.
In this scenario the Brankin Trust’s holding would only increase to 11.42% of the
issued ordinary shares of Promisia if the Put Option was exercised.
Benefits to Promisia having Mr. Brankin as Major Shareholder
The primary benefit to Promisia of the Underwriting Agreement is that the
Company is certain of obtaining at least $1.05 million, and possibly up to $1.30
million, in funding from the Rights Issue.
The Brankin Trust underwriting the Rights Issue will cement the Brankin Trust’s
position as a cornerstone investor in the Company and further signals its
confidence in the future prospects of Promisia. The Brankin Trust has already
shown itself to be a supportive shareholder by, inter alia, advancing short term
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funding to the Company on attractive terms (e.g. no interest and no prescribed
repayment) as well as underwriting the Rights Issue for no fee.
Impact on the Likelihood of a Takeover Offer
The allotment of ordinary shares to the Brankin Trust under the Underwriting
Agreement may result in its level of voting rights in the Company increasing from
9.66% up to a maximum of 72.91% (depending on the level of support from Non-
Associated Shareholders in the Rights Issue and whether the Brankin Trust elects to
subscribe for more than the underwritten amount of $1.05 million). This will
increase to between 11.42% and 75.02% if the Put Option is exercised.
Depending on where the Brankin Trust’s shareholding ends up as a result of the
Proposed Transactions, it is most likely that it will not be able to increase its
shareholding unless it complies with the provisions of the Code and the Listing
Rules. It is likely that the Brankin Trust will be in a position whereby it is only able to
acquire more shares in the Company if:
− It makes a full or partial takeover offer; or
− The acquisition is approved by way of an ordinary resolution of the Non-
Associated Shareholders; or
− The Company makes an allotment of shares which is approved by way of
an ordinary resolution of the Non-Associated Shareholders; or
− The Company undertakes a share buyback that is approved by the
Company’s shareholders and the Brankin Trust does not accept the offer of
the buyback; or
− It complies with the creep provisions of Rule 7(e) of the Code.
An increase in the Brankin Trust’s control of voting rights to between 9.66% and
75.02% may reduce the likelihood of a full takeover offer for the Company from
the Brankin Trust as it may consider that it already has a sufficient shareholding in
the Company.
In addition, it is possible that if the Brankin Trust did make an offer for further shares
in the Company it may offer a lower control premium than would otherwise be
expected, as it may price the offer on the basis that it already has a significant
interest of the Company and hence does not need to pay a large premium for
the balance.
The increase in the Brankin Trust’s shareholding may reduce the attraction of
Promisia as a takeover target to other parties, as any bidder looking to fully or
partially take over the Company would need to ensure that the Brankin Trust
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would accept its offer.
Alternatively, the Proposed Transactions may increase the likelihood of a takeover
as either:
− the Brankin Trust looks to move to 100%; or
− an external party may be more attracted to make an offer as, in the first
instance, it would only have to reach an agreement with one party (the
Brankin Trust) to achieve a significant level of control over the company.
Under the provisions of the Code if a third party were to buy the Brankin
Trust’s shareholding it would, depending on the level of Non-Associated
Shareholder participation in the Rights Issue, be likely to result in an offer for
100% of the ordinary shares of the Company.
2.16. Implications of the Resolutions not Being Approved
If the Resolutions are not approved, then the Brankin Trust will not be able to
underwrite the Rights Issue and the Rights Issue will not proceed.
Unless the Company could raise sufficient capital from alternative sources within
a short timeframe the Company would likely have to cease operations and find a
buyer for its assets. Such an outcome is unlikely to result in any return to
shareholders.
2.17. Voting For or Against The Resolutions
Voting for or against the Resolutions is a matter for individual shareholders based
on their own views as to value and future market conditions, risk profile and other
factors. Shareholders will need to consider these consequences and consult their
own professional adviser.
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3. Evaluation of the Fairness of the Proposed
Transactions for the Purposes of the NZX Listing
Rules
3.1. Basis of Evaluation
NZX Listing Rule 1.7.2 requires an Appraisal Report to consider whether or not, in
the opinion of the Appraiser, the consideration and the terms and conditions of
the Proposed Transactions are fair to the holders of equity securities other than
those associated with the Brankin Trust and its Associated Persons, and the
grounds for that opinion.
This Report is addressed to the Non-Associated directors of Promisia being those
persons who are not Associated Persons of Mr. Brankin or the Brankin Trust. This
Report is for the benefit of the Non-Associated Shareholders of Promisia, being
those shareholders who are not Associated Persons of Mr. Brankin or the Brankin
Trust.
There is no legal definition of the term “fair” in New Zealand in either the NZX
Listing Rules or in any statute dealing with securities or commercial law. However,
it is generally considered that an assessment of the fairness of a transaction (as
required under NZX Listing Rules) is a narrower test than an assessment of the
merits of a transaction (as required under the Takeovers Code). Notwithstanding
this we have evaluated the fairness of the Proposed Transactions on essentially
the same terms as we evaluated the merits of the Proposed Transactions and
have given due regard to:
− the rationale for the Proposed Transactions;
− the terms and conditions of the Proposed Transactions;
− potential alternatives to the Proposed Transactions;
− the potential impact on the ownership of Promisia by Mr. Brankin and the
Brankin Trust;
− the potential impact on the control of Promisia by Mr. Brankin and the
Brankin Trust;
− Other benefits and disadvantages to Promisia and the Non-Associated
Shareholders; and
− The implications of the Resolutions in respect of the Proposed Transactions
not being approved.
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Our opinion should be considered as a whole. Selecting only portions, without
considering all the factors and analysis together, could create a misleading view
of the factors and process underlying the opinion.
3.2. Evaluation of the Fairness of the Proposed Transactions
In our opinion, taking into account all relevant factors, the consideration and the
terms and conditions of the Proposed Transactions are fair to the Non-Associated
Shareholders.
The basis for our opinion is set out in detail in sections 2.3 to 2.17. In summary, the
key factors leading to our opinion are:
− The rationale for the Rights Issue and the Underwriting Agreement is sound;
− The terms of the Rights Issue and the Underwriting Agreement are
reasonable;
− The Underwriting Agreement provides Promisia with the certainty that the
Rights Issue will raise at least $1.05 million;
− The Rights Issue and Underwriting Agreement will have a positive impact on
the Company's financial position;
− The attraction of Promisia as a takeover target may change if the Brankin
Trust’s shareholding increases substantially;
− The Brankin Trust’s level of voting rights will range between 9.66% - 72.91%
after the allotment of ordinary shares under the Rights Issue and
Underwriting Agreement and will range from 11.42% up to 75.02% if the Put-
Option is exercised depending, inter alia, on the level of Non-Associated
Shareholder support for the Rights Issue. This may result in the Brankin Trust
significantly increasing its ability to influence the outcome of shareholder
voting and exert shareholder control over the Board and the Company’s
operations;
− The dilutionary impact of the Pro-Rata Rights Issue and Underwriting
Agreement on the Non-Associated Shareholders who do not support the
Rights Issue will result in their current collective interests in the Company
reducing by up to 63.25% following the allotment of ordinary shares;
− The Rights Issue is priced at a deep discount to the current share price. Non-
Associated Shareholders who do not take up their entitlements and do not
sell their rights will most certainly see a dilution in the value of their
investment in the Company;
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− The Underwriting Agreement is likely to have a material impact on the
liquidity of Promisia’s ordinary shares if Non-Associated Shareholder
participation in the Rights Issue is low; and
− The implications of the Resolutions not being approved by the Non-
Associated Shareholders are significant. The Company's ability to remain
solvent and fund the commercialisation of its two new product lines would
have to be considered in doubt.
3.3. Voting For or Against the Resolutions
Voting for or against the Resolutions is a matter for individual shareholders based
on their own views as to value and future market conditions, risk profile and other
factors. Shareholders will need to consider these consequences and consult their
own professional adviser if appropriate.
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4. Profile of Promisia Integrative Limited
4.1. Company Profile
Promisia is a global natural healthcare company developing and distributing
premium quality natural products. It markets its products globally through
pharmacies and distributors.
Since incorporation the company has had several name changes and was most
recently known as Savoy Equities Limited before changing its name to Promisia
Integrative Limited in December 2013. The company is based in Wellington, New
Zealand.
The Company has two product lines which are its main source of revenue:
− Arthrem is a dietary supplement for joint health containing a supercritical
extract of the plant Artemisia annua. This herb, also known as sweet
wormwood or qinghaosu, has been used in Chinese medicine for more
than 2,000 years. The Artemisia annua plant is sourced in Switzerland, grown
and harvested by hand in Tanzania, then extracted and manufactured into
the Arthrem product in New Zealand.
− Artevite is a dietary supplement for dogs. It helps maintain normal healthy
function, flexibility and mobility in stiff, and worn or damaged joints. The key
ingredient to Artevite is an extract of the traditional medicinal plant
Artemisia annua. Artemisia annua seeds are sourced from Switzerland and
grown at high altitudes in Tanzania. The dried plant is shipped to New
Zealand where the active compounds are extracted using supercritical
carbon dioxide. The plant extract is combined with other ingredients to
make a chewable tablet known as Artevite.
4.2. Directors and Senior Management
Name Role
Stephen Underw oodChairman and Independent Non-Executive Director
Duncan Priest Independent Non-Executive Director
Thomas BrankinNon-Executive Director
Helen Dow nIndependent Non-Executive Director
Rene de WitCEO
Promisia Board of Directors
Promisia Senior Management
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4.3. Capital Structure and Shareholders
Fully Paid Ordinary Shares
Promisia currently has 556,708,971 fully paid ordinary shares on issue held by 1,446
shareholders.
The names, number of shares, and percentage holding of the 20 largest
shareholders as at 8 November 2018 are set out below.
Source: Promisia Share Register
The only other securities on issue are 16,595,856 unpaid ordinary shares issued as
part of a Staff Unpaid Share Scheme (“Scheme”). The unallocated and unpaid
ordinary shares are held by a nominee company, Promisia Trustee Limited.
Holder Number Held % Held
T.D. Brankin & M.J.K. Lay53,804,2109.66%
E.M.M Johnson & K. Johnson & E. W right44,570,3208.01%
S.P. W ard & J.P. W ard & J.M. W ard18,597,7713.34%
S. Underwood15,193,8902.73%
Bank Of America Merrill Lynch International Limited12,854,5322.31%
J.P W ard12,351,4982.22%
E.M.M. Johnson12,204,6802.19%
G.R. W ells11,915,6132.14%
M.D. Priest10,836,3151.95%
Daily Global Enterprises Limited10,669,7671.92%
S.A. Armstrong10,020,7791.80%
Templar Inv estments Limited8,400,0001.51%
C.K. Mooi8,400,0001.51%
W ells Inv estments Limited8,295,0681.49%
C.O. Daily & J.F. O`Sulliv an & C.E. Ritchie7,714,5731.39%
J.M. O'Brien7,232,2661.30%
P. Mcv eigh6,843,6071.23%
New Zealand Central Securities Depository Limited6,812,9761.22%
D.J. Robinson6,156,5711.11%
Ballynagarrick Inv estments Limited5,060,7060.91%
Central Nominees Limited5,025,9080.90%
Top 20 Shareholders282,961,05050.84%
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The Scheme offers eligible employees and contracted staff (“Staff”) an
entitlement to purchase shares with various criteria around vesting and payment
dates. Eligible Staff are able to purchase ordinary shares at an issue price of $0.16
per share.
These unpaid shares have no voting rights, no entitlement to participate in the
Rights Issue and with an issue price materially in excess of the current market price
have, for the purposes of the Report, been ignored from consideration.
At 31 December 2017 the Company had 7,310,000 options on issue to Directors
and staff (including 1,770,000 held by Mr. Brankin) with a weighted average
exercise price of $0.06 per option. These options expired, unexercised, on 29 May
2018.
The Company has no other securities on issue.
4.4. Strategic Plan
The Company’s current strategy is based on two key themes:
− Commercialise new product lines; and
− Re-launch the marketing campaign in Australia which was significantly
hampered by the Medsafe Alert.
The main priorities for the Company in 2019 are:
− expand geographical reach and customer diversification through sales
new distribution partnerships;
− restoring pharmacy and consumer confidence in Arthrem;
− creation of an in-house sales and marketing team;
− building Arthrem as a credible brand in Australia where the product is sold
as a Listed Complementary Medicine with considerably greater freedom to
describe its benefits; and
− build the Artevite brand as a credible and effective product providing joint
support to dogs.
4.5. Key Issues and Risks Affecting the Company
The main industry and specific business factors and risks that the Company faces
include:
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− the Company’s ability to finance its activities;
− the development and commercialisation of new product lines;
− regulatory or legislative changes following the Medsafe Alert;
− a sustained reduction in overall market demand following the Medsafe
Alert;
− the reliance on pharmacies and distributors to sell the products in alignment
with the respective agreements; and
− foreign currency fluctuations that may adversely affect earnings from sales
in the Australian and other overseas markets.
4.6. Financial Performance
A summary of Promisia’s financial performance for the years ending 31 December
2015, 2016, 2017, and the six-month period ending 30 June 2018 is summarized in
the table below.
Promisia’s revenue increased by 88% in the 2015 financial year due to
strengthening of its customer base acceptance of the product range by
pharmacies and other distributors. Net Income fell by 22% over this period
reflecting the need to increase costs in the business to support this growth.
The 2016 financial year saw revenue grow by 553% to $2.665 million as the
Arthrem product gained increasing customer acceptance. Despite the
Company investing in market development expenses the growth in sales saw a
($'000)
12 months
31 Dec 2015
12 months
31 Dec 2016
12 months
31 Dec 2017
6 months
30 June 2018
Revenue 408 2,665 2,332 1,481
Cost Of Goods Sold (98) (773) (642) (422)
Gross Profit 310 1,892 1,690 1,059
Total Operating Expenses (1,202) (2,307) (2,583) (2,754)
Operating Income (892) (415) (817) (1,695)
Net Interest Expense (54) (44) (42) (52)
Income Tax Expense----
Net Income/ (Loss) (946) (459) (859) (1,737)
Summary Statement of Financial Performance
Source: Company Announcements
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substantially smaller Net Loss for the year when compared to 2015.
2017 was a year of consolidation with a small drop in sales but a further increase
in Operating Expenses as the Company began preparations for a 2018 marketing
push into Australia.
Gross profit margins have remained strong throughout the period ranging
between 60%-75% in the period set out above.
The current year’s performance has been dominated by the Medsafe Alert in
February 2018 which has resulted in a substantial drop in sales while the Company
still incurred the high costs of the planned product launches into Australia.
There were plans to also launch two complimentary products to the Arthrem
range in June 2018, but these plans were cancelled due to the Medsafe Alert.
These events have had a significant impact on the Company’s profitability as
highlighted in the half yearly report released in respect of the period ending 30
June 2018. Sales for the period were $467,000 representing a 64% reduction over
the same period in the previous year. The Net Loss for the period of $1.122 million
was significantly worse than the $344,000 loss for the same period in 2017.
4.7. Financial Position
A summary of Promisia’s financial position as at 31 December 2015, 2016, 2017,
and as at 30 June 2018 is summarized in the table below.
($'000)31 Dec 201531 Dec 201631 Dec 201730 June 2018
Assets
Cash And Equivalents 1,021 1,827 324 104
Other Current Assets 735 1,158 1,764 1,614
Total Current Assets 1,756 2,985 2,088 1,718
Intangibles 115 127 125 125
Other Non-Current Assets 75 80 82 116
Total Non-Current Assets 190 207 207 241
Total Assets 1,946 3,192 2,295 1,959
Liabilities
Current Liabilities 315 468 357 275
Loans 1,096 1,039 919 921
Total Liabilities 1,411 1,507 1,276 1,196
Total Equity 535 1,685 1,019 764
Total Liabilities And Equity1,9463,1922,2951,959
Summary Statement of Financial Position
Source: Company Announcements
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Promisia’s main asset is Inventory which accounted for $1.29 million of the Other
Non-Current Assets at 30 June 2018.
Current liabilities comprise mainly Accounts Payable ($0.26 million as at 30 June
2018).
Promisia had cash on hand of $104,000 at 30 June 2018 and total loans of
$921,000 ($821,000 of which was the loan from Wells Investment Limited which has
subsequently been assigned to the Brankin Trust.
4.8. Cash Flow
A summary of Promisia’s cash flows for the years ending 31 December 2015, 2016,
2017, and the six-month period ending 30 June 2018 is summarized in the table
below.
Net Cash Used in Operating Activities mainly represents losses within the business
along with investment in Inventory and other Working Capital items.
Over the period shown the Company has raised a total of $5.76 million from
ordinary share issues. These amounts form part of Net Cash from Financing
Activities.
($'000)
12 months
31 Dec 2015
12 months
31 Dec 2016
12 months
31 Dec 2017
6 months
30 June 2018
Net Cash Used in Operating Activities (892) (664) (1,526) (1,128)
Net Cash Used In Investing Activities 19 (40) (24) (45)
Net Cash From Financing Activities 1,284 1,510 47 953
Net Change in Cash 373 806 (1,503) (220)
Cash at start of Period 648 1,021 1,827 324
Cash at end of Period 1,021 1,827 324 104
Source: Company Announcements
Summary Statement of Cash Flows
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4.9. Share Price History
A summary of Promisia’s daily closing share price and volumes of shares traded
from 2 November 2015 to 31 October 2018 is shown in the chart below.
Source: S&P Capital IQ and NZX Announcements
Trading in the Company’s shares is relatively thin, which is likely to be a reflection
of the fact that the top 20 shareholders collectively hold 50.84% of the
Company’s ordinary shares and the low market capitalisation of the Company.
During the three year period, Promisia’s shares have traded between $0.065 and
$0.005 at a VWAP of $0.029.
Only 8.5% of the Company’s shares have traded in 2018 with roughly one third of
those trading on a single day (20 February when 18.0 million shares were traded
immediately following the Medsafe Alert).
Only 3.6% of the Company’s shares have traded since the beginning of March
2018 at a VWAP of $0.0082.
0
2
4
6
8
10
12
14
16
18
20
0.00
0.01
0.02
0.03
0.04
0.05
0.06
0.07
Volume Traded (millions)
Share Price ($)
Promisia Integrative Share Price
Promisia Integrative Limited - Volume TradedPromisia Integrative Limited - Share Price
Salesof Arthrem increase by
over 170%
6:10
renouncable
rights issue
Successful
Rights Issue
and Shortfall
Placement
600% sales increase
for Promisia
Significant Sales
Growth Continues
Year to Date
Sales Exceed
$2 Million
PROMISIARights
Issue to raise
$1.3m
1:10 renouncable rights issue
47,777,711New
Shares Alloted
Significant Growth
Continues
Resignation of
Chief Executive
QuartelySales up
169% From Q1 2016
CallaghanInnovation Project Grant
Promisia Signs Distribution
Agreements
PROMISIAAppoints
New Chief Executive
Private Placement of
47,750,000 Shares
MedsafeAlert
DebtRecapitalisation
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An analysis of VWAP, traded volumes and liquidity (measured as traded volumes
as a percentage of shares outstanding) is set out below.
PeriodLow ($)High ($)Volume Traded VWAP ($)Liquidity
1 Month0.00500.00601,590,709 0.00600.29%
3 Months0.00500.00904,873,354 0.00630.88%
6 Months0.00500.012013,068,765 0.00782.35%
12 Months0.00500.029059,718,391 0.012610.93%
* As at Oct ober 31 2018
Source: S&P Capital IQ
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5. Sources of Information, Reliance on
Information, Disclaimer and Indemnity
5.1. Sources of Information
The statements and opinions expressed in this report are based on the following
main sources of information:
− the draft Notice of Special Meeting;
− Promisia Integrative Limited annual reports for the years ended 31
December 2015 to 2017;
− Promisia Integrative Limited Interim report for the period ended 30 June
2018;
− The draft Underwriting Agreement;
− NZX announcements; and
− S&P Capital IQ.
During the course of preparing this report, we have had correspondence and
discussions with and / or received information from the Board and executive
management of Promisia and its legal advisers.
The Board has confirmed that we have been provided for the purpose of this
Independent Adviser’s Report and Appraisal Report with all information relevant
to the Rights Issue, the Underwriting Agreements, and the Related Party
Transactions, that is known to them and that all the information is true and
accurate in all material aspects and is not misleading by reason of omission or
otherwise.
Including this confirmation, we have obtained all the information that we believe
is desirable for the purpose of preparing this Independent Adviser’s Report and
Independent Appraisal Report.
In our opinion, the information to be provided by Promisia to the Non-Associated
Shareholders is sufficient to enable the Board and the Non-Associated
Shareholders to understand all relevant factors and to make an informed decision
in respect of the Proposed Transactions.
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5.2. Reliance on Information
In preparing this report we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was available
from public sources and all information that was furnished to us by Promisia and its
advisers.
We have evaluated that information through analysis, enquiry and examination
for the purposes of preparing this report, but we have not verified the accuracy
or completeness of any such information or conducted an appraisal of any
assets. We have not carried out any form of due diligence or audit on the
accounting or other records of Promisia. We do not warrant that our enquiries
would reveal any matter which an audit, due diligence review or extensive
examination might disclose.
5.3. Disclaimer
We have prepared this report with care and diligence and the statements in the
report are given in good faith and in the belief, on reasonable grounds, that such
statements are not false or misleading. However, in no way do we guarantee or
otherwise warrant that any forecasts of future profits, cash flows or financial
position of Promisia will be achieved. Forecasts are inherently uncertain. They are
predictions of future events that cannot be assured. They are based upon
assumptions, many of which are beyond the control of Promisia and its directors
and management. Actual results will vary from the forecasts and these variations
may be significantly more or less favorable.
We assume no responsibility arising in any way whatsoever for errors or omissions
(including responsibility to any person for negligence) for the preparation of this
Report to the extent that such errors or omissions result from our reasonable
reliance on information provided by others or assumptions disclosed in this Report
or assumptions reasonably taken as implicit, provided that this shall not absolve
Armillary Private Capital from liability arising from an opinion expressed recklessly
or in bad faith.
Our evaluation has been arrived at based on economic, exchange rate, market
and other conditions prevailing at the date of this Report. Such conditions may
change significantly over relatively short periods of time. We have no obligation
or undertaking to advise any person of any change in circumstances which
comes to our attention after the date of this report or to review, revise or update
the Report.
Armillary Private Capital has had no involvement in the preparation of the Notice
of Special Meeting issued by Promisia and have not verified or approved the
contents of the Notice of Special Meeting. Armillary Private Capital does not
accept any responsibility for the contents of the Notice of Special Meeting
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16 November 2018
except for this Report.
5.4. Indemnity
Promisia has agreed that to the extent permitted by law, it will indemnify Armillary
Private Capital and its directors and employees in respect of any liability suffered
or incurred as a result of or in connection with the preparation of this Report. This
indemnity does not apply in respect of any negligence, willful misconduct or
breach of law. Promisia has also agreed to indemnify Armillary Private Capital
and its directors, employees and consultants for time incurred and any costs in
relation to any inquiry or proceeding initiated by any person. Where Armillary
Private Capital or its directors, employees and consultants are found liable for or
guilty of negligence, willful misconduct or breach of law or term of reference,
Armillary Private Capital shall reimburse its fees for preparing this Report.
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16 November 2018
6. Qualifications, Independence, Declarations
and Consents
6.1. Qualifications and Expertise
Armillary Private Capital is a specialist New Zealand based investment banking,
funds management, financial training and advisory firm. We provide a range of
services including the preparation of valuations, merger and acquisition advice,
capital raising and due diligence. Our client base includes a range of small to
medium sized private and listed companies and a number of government
agencies.
The individuals responsible for preparing this report are David Wallace (BCom, Dip
Bus Fin), Geoff Davis (BCom, ACA) and Joshua Schreiber (BCom).
David Wallace is a founding director of Armillary Private Capital and is active
across the Investment Banking, Funds Management and Advisory areas of the
firm. He has a background in investment banking, investment analysis and
corporate treasury, with over 30 years’ experience working in the capital markets
in New Zealand. David holds a Bachelor of Commerce degree from Canterbury
University and a Post Graduate Diploma in Business Finance from the Auckland
University Graduate School of Business. David has been involved in the
preparation of independent appraisal reports in respect of both the Takeovers
Code and NZX related party transactions.
Geoff Davis has over 30 years of experience in finance and investment markets
with a particular emphasis on corporate finance, equity capital markets and all
aspects of M&A. Prior to joining Armillary Private Capital, Geoff has worked at
TeamTalk, Active Equities, Brierley Investments and National Mutual / AXA Funds
Management. Geoff holds a Bachelor of Commerce degree from the University
of Auckland and is an ACA member of Chartered Accountants Australia and
New Zealand.
Joshua Schreiber has three years of experience in finance and international
markets. Prior to joining Armillary Private Capital Josh worked at FNZ Custodians
across a number of operational functions whilst completing his Bachelor of
Commerce degree at Victoria University of Wellington.
6.2. Independence
Armillary Private Capital has not had any part in the formulation of the Pro-Rata
Rights Issue, the Underwriting Agreements, the Related Party Transactions, or any
aspects thereof. Armillary’s only involvement has been the preparation of this
report.
Armillary Private Capital will receive a fixed fee for the preparation of this Report.
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This fee is not contingent on the conclusions of this Report or the outcome of the
voting in respect of the Resolutions.
Armillary Private Capital will receive no other benefit from the preparation of this
Report. Armillary Private Capital does not have any conflict of interest that could
affect its ability to provide an unbiased report.
6.3. Declarations
This Report is dated 16 November 2018 and has been prepared by Armillary
Private Capital at the request of the independent directors of Promisia to fulfil the
reporting requirements of the Code and NZX Listing Rules. This Report, or any part
of it, should not be reproduced or used for any other purpose.
Armillary Private Capital specifically disclaims any obligation or liability to any
party whatsoever in the event that the Report is supplied or applied for any
purpose other than that for which it is intended.
Advance drafts of the Report were provided to Promisia directors. Certain
changes were made to the Report as a result of the circulation of the drafts.
However, there was no material alteration to any part of the substance of this
Report, including the methodology or conclusions as a result of issuing the drafts.
Our terms of reference for this engagement did not contain any term that
materially restricted the scope of the Report.
6.4. Consents
Armillary Private Capital consents to the issuing of this Report in the form and
context in which it is to be included with the Promisia Notice of Special Meeting to
be sent to Promisia shareholders. Neither the whole nor any part of this Report, nor
any reference thereto may be included in any other document without our prior
written consent as to the form and context in which it appears.
Yours faithfully,
David Wallace Geoff Davis
Joint Managing Director Executive Director
Armillary Limited Armillary Limited
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.
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