Cleansing Notice

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Cleansing Notice - Promisia Integrative Limited
5 December 2018

NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS
CONDUCT REGULATIONS 2014
1. Promisia Integrative Limited ('PIL') intends to undertake a pro rata 3 for 1 rights issue of
ordinary shares to eligible shareholders (‘Offer’).
2. The Offer is being made to investors in reliance upon the exclusion in clause 19 of
Schedule 1 to the Financial Markets Conduct Act 2013.
3. This notice is provided under sub clause 20(1)(a) of schedule 8 to the Financial Markets
Conduct Regulations 2014 ('Regulations').
4. As at the date of this notice, PIL is in compliance with the continuous disclosure
obligations that apply to it in relation to ordinary shares in PIL.
5. As at the date of this notice, PIL is in compliance with its financial reporting obligations
(as defined in sub clause 20(5) of Schedule 8 to the Regulations).
6. As at the date of this notice, there is no information in relation to PIL that is 'excluded
information' (as defined in sub clause 20(5) of Schedule 8 to the Regulations).
7. The potential effects that the Offer and subsequent acquisition of new shares by
investors will have on the 'control' (within the meaning of clause 48 of Schedule 1 to the
Financial Markets Conduct Act 2013) of PIL and the consequences of those effects are
as follows:
a. As at the date of this notice, no shareholder or group of shareholders have
effective control of PIL with all such shareholdings representing less than 10% of
all shares on issue.
b. If all eligible shareholders take up their pro rata entitlements to new shares under
the Offer, each eligible shareholder’s percentage shareholding in PIL will remain
virtually the same but there will be a dilution in the shareholdings of non-eligible
shareholders (being foreign resident shareholders), who hold currently 1.47% of
the issued capital and will be diluted by 66% to hold only 0.49% of the issued
capital post Offer. There will not be any change to the control of PIL in these
circumstances.
c. For shareholders who choose not to participate their respective shareholdings will
be diluted significantly if the Offer is fully subscribed and will be diluted by 66%.
d. The Offer is underwritten up to a maximum of $1.05 million with the right to invest
an additional $250,000 by taking up shares not subscribed for by eligible
shareholders. The Underwriter would increase its shareholding from 9.66% to a
maximum of 72.91% of the issued capital of PIL if no other shareholders

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participate and they take up their full underwrite. This outcome would have a
material effect on the control of PIL with the underwriter able to control the
passage of an ordinary resolution of PIL. The terms of the underwriting
agreement and an independent report under the Takeovers Code were released
to the market on 16 November 2018 which detail the terms of these
arrangements and the control implications further.
e. The underwriter has the first right to take up shares not subscribed for under the
Offer by eligible shareholders. If there are any remaining shares PIL will be
entitled to allocate those remaining shares to other willing parties via the
oversubscription facility under the Offer. This may mitigate the degree of control
accruing to the underwriter.
f. Accordingly, the Offer is expected to have a material effect or consequence on
the control of PIL in light of the underwriting arrangement.
8. The financial products being offered under the Offer are not debt securities that have a
different redemption date or interest rate from that of the quoted financial products, and
as such clause 20(2)(g) of schedule 8 to the Regulations does not apply to this cleansing
notice.

For and on behalf of the Board
PROMISIA INTEGRATIVE LIMITED


Stephen Underwood
Chairman
027 499 3387