2018 Annual report – printed version to shareholders
ANNUAL REPORT 2018
Promisia Integrative Limited
01 PRŌMISIA ANNUAL REPORT 2018
THE COMPANY
Promisia Integrative Limited is a company focused on developing and marketing unique natural products based on robust research.
Our goal is to add scientific methodology and validity to a sector that is often perceived to be unscientific.
FINANCIAL SUMMARY
31 December
2018
$ 000
31 December
2017
$ 000
Change
%
$ 000
Revenue7272,332(69)
Total comprehensive income attributable to shareholders(2,407)(876)152
Total Assets1,8512,295(11)
Earnings per share (0.004)(0.002)-
Net Tangible Asset Backing ($ per share)$0.001$0.004-
SIGNIFICANT EVENTS
January 2018Successful placement of 47.75 million shares at a price of $0.02 per share to raise $955,000.
February 2018
Medsafe, a division of the Ministry of Health, issues an Alert warning of the potential for liver
damage from taking Arthrem.
December 2018
A 3 for 1 rights issue at a price of $0.001 per share raises $1,345,063 and results in the issue
of 545,088,480 shares. This sum includes conversion of debt advances from Brankin Trust of
$800,000. Brankin Trust now owns 44.89% of the issued capital of the company.
December 2018Medsafe issues an updated Alert.
PRŌMISIA ANNUAL REPORT 2018 02
TABLE OF CONTENTS
The Company01
Financial Summary01
Significant Events01
Report of the Chairman03
People – Board of Directors07
Governance08
Independent Auditor’s Report12
Consolidated Statement of Comprehensive Income17
Consolidated Statement of Changes In Equity18
Consolidated Statement of Financial Position19
Consolidated Statement of Cash Flows20
Notes to the Consolidated Financial Statements22
Events Subsequent to Balance Date36
Shareholder and Statutory Information37
Corporate and Other Information43
03 PRŌMISIA ANNUAL REPORT 2018
Group Results
The loss for the year was significant at $2,407,000 compared
with a loss of $876,000 in the previous year, due largely to the
Medsafe Alert which:
• caused an immediate collapse of Arthrem sales in New
Zealand,
• overshadowed and reduced significantly the impact of the
launch of Arthrem in Australia
• had a very negative impact on the launch of Artevite in
New Zealand
Total sales for the year were $727,000 compared with
$2,332,000 in the previous year. This was a reduction of 69%.
Significant expenditure had been incurred, especially television
advertising, for the launch of both Arthrem in Australia
and Artevite in New Zealand. It had been the Company’s
expectation that this expenditure would be recovered from
product sales over the course of the year, but that outcome
did not eventuate. Take up of both products was affected by
adverse publicity surrounding the Medsafe Alert.
A provision of $150,000 for a reduction in the value of stock
has been included in the result for the year, along with an
impairment of $105,000 to Intangibles to reduce the value of
trademarks and the US website to nil.
The directors were unsure about the effect of the Medsafe Alert
and adopted a policy of reducing expenditure to save cash.
This proved to be the correct course as the level of committed
expenditure did not allow sufficient leeway for error.
Medsafe Alert
As noted in the 2017 Annual Report and subsequent
communications with shareholders, the Medsafe Alert of
February 2018 had a dramatic negative effect on the sale of
Arthrem in New Zealand. Initially sales fell by 90% and, while
some recovery has been noted, the rise in sales has been
limited.
The directors have noted previously their concerns about the
accuracy of the reports of adverse reactions as reported to the
Centre for Adverse Reaction Monitoring (CARM) and the lack
of investigation by both CARM and Medsafe to confirm the
accuracy of the information reported to CARM. It is clear that
in a number of the reported adverse reactions the offending
product was unlikely to have been Arthrem due to the dose
size and number of capsules taken daily. These are likely to
have been competing products that have subsequently been
withdrawn from sale in pharmacies.
We have pointed out these anomalies to Medsafe but there has
been little interest in ensuring that the reports are accurate.
This is, in our view, a major failing of the CARM reporting system
and its use as a basis for Medsafe to issue Alerts.
In December 2018 Medsafe issued an updated Alert. It is
the company’s view that at least 15 of the total 25 adverse
reactions reported to date relate to competitors’ products.
It is worth repeating that the recommended dose for Arthrem
is one 150mg capsule twice daily, usually morning and night.
All competing products had a recommended dose of a single
300mg capsule daily. It is the company’s view that the double
dose in a single capsule is responsible for most of the reported
adverse reactions.
Medsafe Prosecution
In late January 2019 Medsafe commenced a prosecution of
the company in the District Court alleging 9 breaches of the
Medicines Act 1981.
Two of the charges relate to the alleged sale of an unlicensed
medicine, being Arthrem. The company has always maintained
that Arthrem is a dietary supplement, not a medicine. The
remaining charges relate to the promotion of Arthrem on the
company’s websites and are based on the assumption that
Arthrem is an unlicensed medicine. The company notes that all
its marketing and advertising material was submitted for review
to the Therapeutic Goods Advertising Pre-Vetting Service (TAPS)
before being published and it received a TAPS Approval Number
that is displayed on every item.
The directors are unable to comment in more detail as this
matter is now before the Courts. The directors have retained
senior counsel and will defend the charges. The outcome of
this action is likely to have a significant impact on the natural
products sector in New Zealand.
New Zealand
Arthrem has retained the support of most pharmacies and
continues to sell, however consumer confidence has been
shaken by the Medsafe Alerts. Very little advertising and
marketing support for Arthrem was undertaken post the
Medsafe Alert and sales have suffered accordingly.
In view of the Medsafe prosecution no additional expenditure
will be incurred in New Zealand until the matter has been
resolved. In the meantime, Arthrem remains available in
pharmacies and online.
The release of two new products has been deferred until the
Medsafe issues have been resolved.
REPORT OF THE CHAIRMAN
On behalf of your directors I present the Annual Report of the directors for Promisia Integrative Limited and its subsidiaries (”the
group”) for the year ended 31 December 2018.
PRŌMISIA ANNUAL REPORT 2018 04
Australia
The launch of Arthrem in New South Wales in February 2018
coincided with the Medsafe Alert. Sales were affected as
pharmacies were reluctant to recommend Arthrem. The
combination of a lack of revenue from the New Zealand market
and the need to conserve cash meant that there was little
additional marketing expenditure following the launch publicity.
Nevertheless, Arthrem is now stocked throughout Australia in
approximately 600 pharmacies, mainly in most of the major
pharmacy groups, and is also available online. Sales have
been lower than expected due to the lack of marketing and
advertising support. The situation will be reviewed in 2019.
The company has ensured that pharmacy staff in Australia are
aware of the need to question potential Arthrem customers
prior to selling them Arthrem to ensure that those customers do
not have any liver related conditions or are not taking medicines
that may have an adverse impact on the liver. Arthrem has a
different legal status in Australia that is not available in New
Zealand and allows more definite advertising claims to be used.
Medsafe has the view that Promisia may be in breach of the
Medicines Act to refer to this status by name in New Zealand.
Artevite
The launch of Artevite in New Zealand in early 2018 was also
affected by the Medsafe Alert. Sales have been considerably
lower than expected and have suffered from the lack of
advertising after the initial launch.
The product has a shelf life and creative measures are being
taken to get the product into the hands of dog owners to build
market share without incurring significant expenditure.
Capital Raising
The capital raising in January 2018 provided the cash to fund
the launch of Arthrem in Australia and Artevite in New Zealand
and enabled the company to survive following the Medsafe
Alert. Despite a severe reduction in expenditure, particularly in
marketing and advertising costs, the company required financial
support in order to remain in business.
The company was fortunate to receive significant financial
support from Brankin Trust, an entity associated with Tom
Brankin, one of the company’s directors. Total advances from
Brankin Trust were $800,000 by year end and these advances
were converted into equity in the rights issue held in December
2018. On behalf of the directors and all shareholders I wish
to thank Brankin Trust and Mr Tom Brankin for their ongoing
support of the company. Without this support the company
would have had to stop trading.
The December rights issue was supported by a number of
shareholders and the directors thank them for their support.
The compliance requirements, and associated costs, for smaller
capital raisings are high and make raising capital an expensive
exercise for smaller companies.
Current Priorities
The outcome of the Medsafe prosecution will have a significant
influence on the direction of the company in 2019 and
beyond. The future of Arthrem and the proposed new products,
particularly in New Zealand, is dependent on an acceptable
outcome to the prosecution. As noted previously, it will also
have a significant effect on the non-medicine sector of the
health market, particularly natural products. The directors are
not prepared to commit any significant expenditure in New
Zealand until the position is clarified.
A revised strategy is being developed for Australia. Other
markets for Artemisia products are also being investigated.
The company will not need to grow an Artemisia crop in
Tanzania this year as it has sufficient extract and dried leaf on
hand to satisfy foreseeable requirements.
The last year has been one of the most trying in the company’s
recent history. Directors and shareholders look forward to a
more productive 2019. Shareholders will be kept informed of
progress as it occurs over the next few months.
Stephen Underwood
Chairman
29 March 2019
07 PRŌMISIA ANNUAL REPORT 2018
PEOPLE – BOARD OF DIRECTORS
Mr S. Underwood
BCA LLB (VUW) Chairman
Stephen Underwood is a business and management consultant with an extensive background
in venture capital investment. He is a director of a number of private companies.
Mr M.D. Priest
Duncan Priest has a long association with the New Zealand capital markets, equity
financing and investment banking. He has considerable experience in raising capital from
both the retail and wholesale markets.
Mr T.D. Brankin
Dip Agriculture & Dip Farm Management (Lincoln)
Thomas Brankin is a New Plymouth based businessman with significant interests in rest
homes, hospitals and retirement villages. His other interests include commercial and
residential property and farm management software.
Ms H. Down
BCA (VUW) FCIM
Helen Down is a well known Wellington-based subject matter expert in both marketing
and governance. Helen is recognised for being instrumental in the growth of innovative
and exciting small and medium sized businesses, especially across the STEMM sectors.
MANAGEMENT
Mr Rene de Wit
MSc Chem/MBA (Otago) CEO
Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,
Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics.
He has worked in corporate, privately owned and own business, specialising in turnarounds
and change management.
7 PRŌMISIA ANNUAL REPORT 2017
Promisia annual report 2018 short 30/04/18.indd 81/05/18 4:27 PM
PEOPLE – BOARD OF DIRECTORS
Mr S. Underwood
BCA LLB (VUW) Chairman
Stephen Underwood is a business and management consultant with an extensive background in
venture capital investment. He is a director of a number of private companies.
Mr M.D. Priest
Duncan Priest has a long association with the New Zealand capital markets, equity financing and
investment banking. He has considerable experience in raising capital from both the retail and
wholesale markets.
Mr T.D. Brankin
Dip Agriculture & Dip Farm Management (Lincoln)
Thomas Brankin is a New Plymouth based businessman with significant interests in rest homes,
hospitals and retirement villages. His other interests include commercial and residential property
and farm management software.
Ms H. Down
BCA (VUW) FCIM
Helen Down is a well known Wellington – based expert in both marketing and governance,
particularly in the science, technology, engineering, mathematics and medicine (STEMM) sectors.
Helen is currently a Board Member and Chief Executive of the Hutt Valley Chamber of Conmerce.
MANAGEMENT
Mr Rene de Wit
MSc Chem/MBA (Otago) CEO
Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,
Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics. He has
worked in corporate, privately owned and own business, specialising in turnarounds and change
management.
PEOPLE – BOARD OF DIRECTORS
Mr S. Underwood
BCA LLB (VUW) Chairman
Stephen Underwood is a business and management consultant with an extensive background
in venture capital investment. He is a director of a number of private companies.
Mr M.D. Priest
Duncan Priest has a long association with the New Zealand capital markets, equity
financing and investment banking. He has considerable experience in raising capital from
both the retail and wholesale markets.
Mr T.D. Brankin
Dip Agriculture & Dip Farm Management (Lincoln)
Thomas Brankin is a New Plymouth based businessman with significant interests in rest
homes, hospitals and retirement villages. His other interests include commercial and
residential property and farm management software.
Ms H. Down
BCA (VUW) FCIM
Helen Down is a well known Wellington-based subject matter expert in both marketing
and governance. Helen is recognised for being instrumental in the growth of innovative
and exciting small and medium sized businesses, especially across the STEMM sectors.
MANAGEMENT
Mr Rene de Wit
MSc Chem/MBA (Otago) CEO
Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,
Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics.
He has worked in corporate, privately owned and own business, specialising in turnarounds
and change management.
7 PRŌMISIA ANNUAL REPORT 2017
Promisia annual report 2018 short 30/04/18.indd 81/05/18 4:27 PM
PEOPLE – BOARD OF DIRECTORS
Mr S. Underwood
BCA LLB (VUW) Chairman
Stephen Underwood is a business and management consultant with an extensive background
in venture capital investment. He is a director of a number of private companies.
Mr M.D. Priest
Duncan Priest has a long association with the New Zealand capital markets, equity
financing and investment banking. He has considerable experience in raising capital from
both the retail and wholesale markets.
Mr T.D. Brankin
Dip Agriculture & Dip Farm Management (Lincoln)
Thomas Brankin is a New Plymouth based businessman with significant interests in rest
homes, hospitals and retirement villages. His other interests include commercial and
residential property and farm management software.
Ms H. Down
BCA (VUW) FCIM
Helen Down is a well known Wellington-based subject matter expert in both marketing
and governance. Helen is recognised for being instrumental in the growth of innovative
and exciting small and medium sized businesses, especially across the STEMM sectors.
MANAGEMENT
Mr Rene de Wit
MSc Chem/MBA (Otago) CEO
Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,
Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics.
He has worked in corporate, privately owned and own business, specialising in turnarounds
and change management.
7 PRŌMISIA ANNUAL REPORT 2017
Promisia annual report 2018 short 30/04/18.indd 81/05/18 4:27 PM
PEOPLE – BOARD OF DIRECTORS
Mr S. Underwood
BCA LLB (VUW) Chairman
Stephen Underwood is a business and management consultant with an extensive background
in venture capital investment. He is a director of a number of private companies.
Mr M.D. Priest
Duncan Priest has a long association with the New Zealand capital markets, equity
financing and investment banking. He has considerable experience in raising capital from
both the retail and wholesale markets.
Mr T.D. Brankin
Dip Agriculture & Dip Farm Management (Lincoln)
Thomas Brankin is a New Plymouth based businessman with significant interests in rest
homes, hospitals and retirement villages. His other interests include commercial and
residential property and farm management software.
Ms H. Down
BCA (VUW) FCIM
Helen Down is a well known Wellington-based subject matter expert in both marketing
and governance. Helen is recognised for being instrumental in the growth of innovative
and exciting small and medium sized businesses, especially across the STEMM sectors.
MANAGEMENT
Mr Rene de Wit
MSc Chem/MBA (Otago) CEO
Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,
Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics.
He has worked in corporate, privately owned and own business, specialising in turnarounds
and change management.
7 PRŌMISIA ANNUAL REPORT 2017
Promisia annual report 2018 short 30/04/18.indd 81/05/18 4:27 PM
PEOPLE – BOARD OF DIRECTORS
Mr S. Underwood
BCA LLB (VUW) Chairman
Stephen Underwood is a business and management consultant with an extensive background
in venture capital investment. He is a director of a number of private companies.
Mr M.D. Priest
Duncan Priest has a long association with the New Zealand capital markets, equity
financing and investment banking. He has considerable experience in raising capital from
both the retail and wholesale markets.
Mr T.D. Brankin
Dip Agriculture & Dip Farm Management (Lincoln)
Thomas Brankin is a New Plymouth based businessman with significant interests in rest
homes, hospitals and retirement villages. His other interests include commercial and
residential property and farm management software.
Ms H. Down
BCA (VUW) FCIM
Helen Down is a well known Wellington-based subject matter expert in both marketing
and governance. Helen is recognised for being instrumental in the growth of innovative
and exciting small and medium sized businesses, especially across the STEMM sectors.
MANAGEMENT
Mr Rene de Wit
MSc Chem/MBA (Otago) CEO
Rene de Wit is an accomplished CEO and Change Manager with 25 years’ experience in FMCG,
Food Manufacturing, Printing, Packaging, Import/Export, Financial Services and Logistics.
He has worked in corporate, privately owned and own business, specialising in turnarounds
and change management.
7 PRŌMISIA ANNUAL REPORT 2017
Promisia annual report 2018 short 30/04/18.indd 81/05/18 4:27 PM
PRŌMISIA ANNUAL REPORT 2018 08
THE BOARD OF DIRECTORS
A key responsibility of the Board is to formulate the Company’s
strategic direction. In addition, the Board must have oversight of
the financial and operational controls of the business including
its risk management policies and strategies.
The Board also has responsibility for fostering corporate culture,
the appointment and remuneration of its senior executives, the
adoption of corporate policies and plans and the approval of
major transactions.
Selection and Role of Chairman
The Chairman is selected by the Board from the non-executive
directors. The Chairman’s role is to manage the Board in an
effective manner and provide leadership in the conduct of the
Board’s business and to facilitate the Board’s interaction with
the Company’s CEO.
Board Membership
The Board consists currently of three independent directors
and one non-independent director as defined under NZX
Rules. All four directors are non-executive directors and were
appointed by the Board and have been confirmed in the role by
shareholders at a duly constituted meeting. Their selection has
been based on the value they bring to the Board table including
their skills, commercial experience, strategic thinking and
general business acumen.
As at 31 December 2018 the Board was as follows:
• Stephen Underwood
Chairman and Non-executive Director
• Duncan Priest
Non-executive Director
• Thomas Brankin
Non-executive Director
• Helen Down
Non-executive Director
Brief profiles of the current board members are detailed on
page 7 of this report.
Director Independence
In order for a director to be independent, the Board has
determined that he or she must not be an executive of Promisia
Integrative Limited and must have no disqualifying relationship.
The Board follows the guidelines of the NZX Listing Rules.
The Board has determined that Helen Down, Duncan Priest, and
Stephen Underwood are independent directors.
Thomas Brankin and associated interests hold a 44.89%
shareholding in Promisia Integrative Limited
Nomination and Appointment of Directors
The Board is responsible for identifying suitable director
candidates for consideration by the Board. Directors may also
be nominated by shareholders under Listing Rule 3.2.2.
A director may be appointed by an ordinary resolution of
shareholders and all directors are subject to removal by
ordinary resolution. The Board may, at any time, appoint
additional directors. However, a director shall only hold office
until the next annual meeting of the Company, but shall be
eligible for election at that meeting. One third of directors shall
retire from office at the annual meeting each year. The directors
to retire shall be those who have been longest in office since
they were last elected or deemed to be elected.
GOVERNANCE
The overall responsibility for ensuring that the Company is governed appropriately rests with the Board of Directors, ensuring that
they enhance investor confidence through good corporate governance practice and accountability in accordance with the Promisia
Group Corporate Governance Code – refer to www.promisia.com for the full document.
09 PRŌMISIA ANNUAL REPORT 2018
Disclosure of Interests by Directors
The Company maintains an Interests Register in which
particulars of certain transactions and matters involving
directors must be recorded. The Interests Register for Promisia
Integrative Limited and subsidiaries is available for inspection
at its registered office.
Details of matters entered into the register by individual
directors are outlined on pages 37 and 38 of this report.
Directors’ Share Dealings
As part of its corporate governance code of practice and charter
development the Company has adopted a formal share dealing
policy which sets out the procedure to be followed by directors
and staff in the event of trading in Promisia Integrative Limited
shares to ensure that no trades are affected while that person is
in possession of price sensitive information. Details of director
and staff share transactions are outlined on page 38.
Indemnification and Insurance of Directors
and Officers
The Company holds Directors and Officers liability insurance.
BOARD COMMITTEES
Presently the Board operates only one committee, being the
Audit Committee. Matters concerning nominations to the Board
of Directors and remuneration are dealt with by the full Board in
keeping with the size of the Company.
Audit Committee
The role of the Audit Committee is to assist the Board in carrying
out its responsibilities under the Companies Act 1993 as it
concerns accounting practices, policies and controls relative
to the Company’s financial position and to make appropriate
enquiry into any audit of the Company’s financial statements.
This responsibility includes providing the Board with additional
assurance about the quality and reliability of any financial
information issued publicly by the Company from time to time.
Ultimately the Board as a whole is responsible for the accuracy
and relevance of the Company’s financial statements. The Audit
Committee provides additional and more specialised oversight.
The Audit Committee also reviews the operation of internal
controls together with the quality and cost of the external audit
undertaken by the Company’s auditors.
The Audit Committee comprises two non-executive directors
one whom which has special expertise in financial matters. The
Audit Committee members are Stephen Underwood (Chair) and
Duncan Priest. The Audit Committee did not meet during the
financial year, attending to all matters through the full board
meetings.
Directors’ Meetings
The number of meetings attended by directors during the year is detailed in the table below.
Board MeetingAudit Committee
DirectorHeldAttendedHeldAttended
Stephen Underwood119--
Duncan Priest118--
Thomas Brankin1111--
Helen Down1111--
PRŌMISIA ANNUAL REPORT 2018 10
Remuneration Committee
During the 2018 financial year the full Board dealt with the
functions of the Remuneration Committee. Matters considered
related to the remuneration, benefits and terms of employment
of senior executives of the Company, including the staff unpaid
share scheme.
Nominations Committee
During the 2018 financial year the full Board dealt with the
functions of the Nominations Committee. Its function is to
identify and recommend candidates for the position of director
of the Company taking into account the skills, experience and
qualifications necessary to ensure that the Board works as an
effective unit.
REMUNERATION
Remuneration of both directors and Company executives is a
responsibility of the Remuneration Committee, being the full
board. Details of director and executive remuneration, including
entitlements, are set out on page 40.
Remuneration of Directors
The amount paid currently to all non-executive directors is
$17,000 per annum (other than the Chairman). The Chairman
is paid $49,000 per annum. Under NZX Listing Rule 3.5.2, the
Board may only make a payment to a director upon cessation
or retirement from office with shareholder approval. The
Company’s policy is in line with best practice guidelines from
the New Zealand Institute of Directors and no directors are
entitled to retirement payments.
Remuneration of Executives and Employees
Executive remuneration consists of a salary with the ability to
participate in share options being granted from time to time as
an additional incentive.
Market Disclosure
The Board is committed to the promotion of investor confidence
by ensuring that trading of its shares takes place in an efficient,
competitive and informed market.
The Company has in place procedures designed to ensure
compliance with the NZX Listing Rules so that:
• All investors have equal and timely access to material
information concerning the Company, including its financial
situation, performance, ownership and governance.
• Company announcements are factual and presented in a
clear and balanced form.
Accountability for compliance with disclosure obligations is with
the Chairman and the Chief Executive Officer. Significant market
announcements, including the preliminary announcement of the
half year and full year results, the accounts for those periods
and any advice of a change in earnings forecast are approved by
the Board.
Diversity
As at 31 December 2018 the gender balance of the Company’s
directors and senior management was as follows:
Directors Management
Male31
Female11
Total42
PRŌMISIA ANNUAL REPORT 2018 12
13 PRŌMISIA ANNUAL REPORT 2018
PRŌMISIA ANNUAL REPORT 2018 14
17 PRŌMISIA ANNUAL REPORT 2018
FINANCIAL STATEMENTS
PROMISIA INTEGRATIVE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2018
GROUPNote2018
$000
2017
$000
Revenue37272,332
Cost of goods sold4(531)(642)
1961,690
Other income1476
Expenses
Administration5(800)(923)
Operating5(1,637)(1,379)
Research 5(116)(258)
Amortisation and depreciation5(28)(23)
Total Expenses(2,581)(2,583)
OPERATING LOSS(2,371)(817)
Finance costs – interest paid(42)(64)
Finance income – interest received122
LOSS BEFORE INCOME TAX8(2,412)(859)
Income tax expense6--
NET LOSS FOR YEAR(2,412)(859)
OTHER COMPREHENSIVE INCOME
Items that may be subsequently reclassified to profit or loss--
Currency translation differences 105(17)
TOTAL COMPREHENSIVE LOSS FOR YEAR
ATTRIBUTABLE TO SHAREHOLDERS
(2,407)(876)
EARNINGS PER SHARE
Basic earnings per share 12$(0.004)$(0.002)
Diluted earnings per share12$(0.004)$(0.002)
All revenue, expenses and the net loss relate to the continuing operations of the Group. The net loss and comprehensive loss were
all allocated to company shareholders.
This statement should be read in conjunction with the notes to the financial statements
PRŌMISIA ANNUAL REPORT 2018 18
PROMISIA INTEGRATIVE LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2018
GROUPSHARE
CAPITAL
FOREIGN
CURRENCY
RESERVE
SHARE
OPTION
RESERVE
ACCUM LOSSESTOTAL
$000$000$000$000$000
Equity at 31 December 201655,79919483(54,391)1,685
Net loss for the year---(859)(859)
Other comprehensive income-(17)--(17)
Share Issue167---167
Share based payment- -43-43
Expired/Retired share options75-(75)--
Equity at 31 December 2017 56,04117751(55,250)1,019
Net loss for the year---(2,412)(2,412)
Other comprehensive income-5--5
Share Issue2,169---2,169
Share based payment--17-17
Expired/Retired share options68-(68)-
Equity at 31 December 2018 58,278182-(57,662)798
This statement should be read in conjunction with the notes to the financial statements.
19 PRŌMISIA ANNUAL REPORT 2018
PROMISIA INTEGRATIVE LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2018
GROUPNote2018
$000
2017
$000
Equity
Share Capital758,27856,041
Accumulated Losses8(57,662)(55,250)
Other Equity Reserves9182228
TOTAL EQUITY7981,019
Represented By :
Current Assets
Bank512324
Receivables1353238
Inventory151,1561,383
Prepayments144137
Tax Receivable56
TOTAL CURRENT ASSETS1,7302,088
Non-Current Assets
Other Assets187575
Intangible Assets1711125
Property, Plant & Equipment 16357
TOTAL NON CURRENT ASSETS121207
TOTAL ASSETS1,8512,295
Current Liabilities
Payables and Accruals 19261316
Employee benefits841
Loan20188480
TOTAL CURRENT LIABILITIES 457837
NON CURRENT LIABILITIES
Loan20596439
TOTAL LIABILITIES1,0531,276
NET ASSETS 7981,019
Authorised for issue on behalf of the Board
Stephen Underwood Tom Brankin
Chairman Director
Wellington 29 March 2019
This statement should be read in conjunction with the notes to the financial statements.
PRŌMISIA ANNUAL REPORT 2018 20
PROMISIA INTEGRATIVE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2018
GROUPNote2018
$000
2017
$000
OPERATING ACTIVITIES
Cash was provided by (applied to):
Receipts from customers7412,926
Payments to suppliers and employees(2,500)(4,410)
Net interest paid(40)(42)
NET CASH USED IN OPERATING ACTIVITIES25(1,799)(1,526)
INVESTING ACTIVITIES
Cash was provided from (applied to):
Purchase property, plant & equipment(39)(5)
Purchase intangible assets(8)(19)
NET CASH USED IN INVESTING ACTIVITIES(47)(24)
FINANCING ACTIVITIES
Cash was provided from (applied to):
New share capital2,169167
Repayment of loan26(135)(120)
NET CASH FROM FINANCING ACTIVITIES2,03447
NET CHANGE IN CASH HELD188(1,503)
Bank at beginning of year3241,827
BANK AT END OF YEAR512324
This statement should be read in conjunction with the notes to the financial statements.
PRŌMISIA ANNUAL REPORT 2018 22
NOTES TO THE
CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2018
1. General Information
The financial statements presented are those of Promisia
Integrative Limited (the company) and its subsidiaries (the
group). The Group’s principal activities are focused on
developing and marketing unique therapeutic natural products
with proven safety and efficacy based on robust scientific
research.
The company is registered under the Companies Act 1993 and
is a Financial Markets Conduct 2013 reporting entity in terms of
the Financial Markets Conduct Act 2013. The group is profit-
oriented.
Promisia Integrative Limited is a company domiciled and
incorporated in New Zealand. The registered office of the
company is Level 4, 22 Panama Street, Wellington.
2. Statement of Accounting Policies
(a) Basis of Preparation
The financial statements have been prepared under the
historical cost convention.
These financial statements have been prepared in accordance
with generally accepted accounting practice in New Zealand,
which is the New Zealand equivalent to International
Financial Reporting Standards (NZIFRS). They also comply with
International Financial Reporting Standards.
The financial statements are presented in New Zealand dollars
which is the group’s functional and presentation currency
and rounded to the nearest thousand dollars unless stated
otherwise.
(b) Going concern
The Promisia Group has generated sales of $727,000 (2017:
$2,332,000) and net losses of $2,407,000 (2017: $876,000)
during the year ended 31 December 2018. At year end the
consolidated statement of financial position records a position
of positive working capital and equity.
It is the continuing opinion of the board of directors that there
are reasonable grounds to believe that operational and financial
plans in place are achievable and accordingly the group is able
to continue as a going concern and meet its debts as and when
they fall due. Accordingly, use of the going concern assumption
remains appropriate in these circumstances.
In arriving at this position the directors have considered the
following pertinent matters:
1. The group raised additional capital $955,000 in January
2018 by a private placement and $1,345,063 in December
2018 by a renounceable rights issue which also included
debt conversion.
2. A further $250,000 of new capital will be received in 2019
– see Note 32(i). The additional capital raised is being
used to support the launch of Arthrem into the Australian
market.
3. The Group has put in place a restructuring programme
which includes increasing revenue in Australia and
achieving a reduction in operating costs and cashflows.
4. Refinanced the loan from Wells Investments Ltd with
a change in terms – see Note 32(ii). The loan does not
require payment within the next twelve months.
5. Considered the impact of the Ministry of Health
prosecution - see Note 32(iii).
(c) Significant accounting estimates and judgements
The preparation of the financial statements in conformity with
NZIFRS requires the use of certain critical accounting estimates.
It also requires management to exercise judgment in the
process of applying the Group’s accounting policies. Estimates
and judgments are continually evaluated and are based on
historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances. The Group makes estimates and assumptions
about the future. The resulting accounting estimates will by
definition seldom equal related actual results. The estimates
and assumptions that have a risk of causing a material
adjustment to the carrying value of assets and liabilities within
the next financial year are discussed below:
Share based payments
The significant estimates and assumptions involved in
measuring the cost of equity settled transactions with directors
and management (Note 7.4).
Impairment of intangible assets
Intangible assets are amortised and are tested for impairment
when events or changes in circumstances indicate the carrying
value may not be recoverable (Note 16).
Inventory
Inventory has been reviewed for obsolescence and all old
inventories have been fully written off in accordance with the
group’s inventory policy.
(d) Specific accounting policies
The following specific accounting policies which materially
affect the measurement of profit and the financial position have
been applied.
(i) Basis of consolidation — purchase method
The consolidated financial statements include the company
and its subsidiaries accounted for using the purchase method.
All significant inter-company transactions are eliminated on
consolidation.
(ii) Statement of Cash flows
For the purpose of the cash flow statement, cash includes cash
on hand, deposits held at call with banks, and investments in
money market instruments, net of bank overdrafts.
Cash flows are presented in the statement of cash flows on a
GST inclusive basis, except for the GST components of investing
and financing activities, which are disclosed as operating cash
flows.
23 PRŌMISIA ANNUAL REPORT 2018
(iii) Foreign currencies
Transactions in foreign currencies are initially recognised in the
functional currency of the relevant operating unit. At balance
date, foreign monetary assets and liabilities are translated at
the closing rate, and exchange variations arising from these
translations are recognised in the income statement. The assets
and liabilities of foreign operations, whose functional currency
is not the New Zealand dollar, are translated at the closing rate.
Revenue and expense items are translated at the spot rate at
the transaction date or a rate approximating that rate. Foreign
currency exchange differences are recognised in the foreign
currency translation reserve.
(iv) Goods and Services Tax (GST)
The statement of comprehensive income has been prepared
exclusive of GST. All items in the statement of financial position
are stated net of GST with the exception of receivables and
payables which include GST invoiced. Operating cash flows are
presented on a GST inclusive basis.
(v) Revenue
Revenue on sales of goods is recognized when they are
delivered and ready for use by the customer and recorded at
net of discounts allowed. The group’s revenue is categorized as
retail, on-line and other sales.
(vi) Government Grants
Government and other grants are recognised where there is
reasonable assurance that the grant will be received and all
attached conditions will be complied with. When the grant
relates to an expense item, it is recognised as income on a
systematic basis over the periods that the related costs, for
which it is intended to compensate, are expensed. When the
grant relates to an asset, it is recognised as income in equal
amounts over the expected useful life of the related asset.
(vii) Taxation
The income tax expense charged to the statement of
comprehensive income includes both the current year’s
provision and the income tax effect of (i) Taxable temporary
differences, except those arising from initial recognition of
goodwill and other assets that are not depreciated; and (ii)
Deductible temporary differences to the extent that it is
probable that they will be utilised. Temporary differences
arising from transactions, other than business combinations,
affecting neither accounting profit nor taxable profit are ignored.
Tax effect accounting is applied on a comprehensive basis to all
timing differences. A deferred tax asset is only recognised to the
extent that it is probable there will be future taxable profit to
utilise the temporary differences.
(viii) Share capital
Ordinary shares are classified as equity. Direct costs of issuing
shares are shown as a deduction from the proceeds of the issue.
Where share options issued have expired then share capital
includes an adjustment for the expired share option cost as
transferred from the option reserve.
(ix) Share based payments
The Group measures the cost of equity-settled transactions
with directors and management by reference to the fair value
of the equity instruments at the date at which they are granted.
Estimating fair value for share-based payment transactions
requires determination of the most appropriate valuation
model, which is dependent on the terms and conditions of
the grant. This estimate also requires determination of the
most appropriate inputs to the valuation model including the
expected life of the share option, volatility and dividend yield
and making assumptions about them. The assumptions and
models used for estimating fair value for share-based payment
transactions are disclosed in Note 7.4.
All share-based remuneration is ultimately recognised as an
expense in profit or loss with a corresponding credit to share
option reserve. If vesting periods or other vesting conditions
apply, the expense is allocated over the vesting period, based
on the best available estimate of the number of share options
expected to vest.
Upon exercise of share options, the proceeds received net of
any directly attributable transaction costs are allocated to share
capital.
(x) Financial instruments
Non-derivative financial instruments comprise trade and other
receivables, cash and cash equivalents, other assets (being the
NZX listing bond), loans and advances to others, trade and other
payables and term borrowings. They are all recognised initially
at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, these financial instruments
are measured at amortised cost using the effective interest
method, less any impairment losses. Due to their short-term
nature, the carrying value of cash and cash equivalents, trade
and other receivables, trade and other payables approximates
their fair value.
A financial instrument is recognised if the Group becomes a
party to the contractual provisions of the instrument. Financial
assets are derecognised if the Group’s contractual rights to
the cash flows from the financial assets expire or if the Group
transfers the financial asset to another party without retaining
control or substantively all risks and rewards of the asset.
Financial liabilities are derecognised if the Group’s obligations
specified in the contract expire or are discharged or cancelled.
Cash and cash equivalents comprise cash balances and
deposits. Bank overdrafts that are repayable on demand and
form an integral part of the Group’s cash management are
included as a component of cash and cash equivalents for the
purpose of the Consolidated Statement of Cash Flows.
The Group does not have any derivative financial instruments
or any other financial assets or liabilities that are classified as
instruments at fair value through profit and loss under NZ IFRS.
(xi) Receivables and payables
Receivables and payables are initially recorded at fair
value and subsequently carried at amortised cost using the
effective interest method. Due allowance is made for impaired
receivables (doubtful debts).
(xii) Employee benefits
A liability for short-term employee benefits accruing to
employees in respect of salaries and annual leave other than
PRŌMISIA ANNUAL REPORT 2018 24
termination benefits, that are expected to be settled wholly
within 12 months after the end of the reporting period are
accrued and recognised in the consolidated statement of
financial position. Short-term employee benefits as a result of
employee services are measured at the undiscounted amounts
expected to be paid when the liabilities are settled.
The group has no long term benefits.
(xiii) Inventories
Inventories are stated at the lower of cost, determined on a
first-in first-out basis, and net realisable value after making any
allowance for obsolescence or degradation. In particular, certain
inventory which is older than 6 years is discounted by 30%.
The cost of finished goods includes the cost to purchase the
inventory and transport it to its current location.
(xiv) Intangible Assets
Acquired computer software licences are capitalised on
the basis of the costs incurred to acquire and install the
specific software. Costs that are associated directly with the
development of software are recognised as intangible assets
where the following criteria are met:
For external developed software - expenditure on the research
phase of a project to develop new customised software for
e-commerce platforms is recognised as an expense as incurred.
Costs that are directly attributable to a project’s development
phase are recognised as intangible assets, provided they meet
the following recognition requirements: (i) the development
costs can be measured reliably (ii) the project is technically
and commercially feasible (iii) the Group intends to and has
sufficient resources to complete the project (iv) the Group
has the ability to use or sell the software (v) the software will
generate probable future economic benefits.
Development costs not meeting these criteria for capitalisation
are expensed as incurred.
The useful lives of the Group’s intangible assets excluding
trademarks are assessed to be finite. Assets with finite lives
are amortised over their useful lives and tested for impairment
whenever there are indications that the assets may be impaired.
Trademarks are not amortised and are reviewed annually to
ensure they are still applicable and registered.
Amortisation is recognised in the statement of comprehensive
income on a straight-line basis over the estimated useful life of
the intangible asset of 3 to 5 years, from the date it is available
for use.
(xv) Plant and equipment
Plant and equipment is initially recorded at cost. When an item
of property, plant and equipment is disposed of any gain or loss
is recognised in the Consolidated Statement of Comprehensive
Income and calculated as the difference between the sale price
and the carrying value of the item.
Depreciation is provided for on a diminishing value basis on all
plant and equipment at depreciation rates calculated to allocate
the assets’ cost or valuation less estimated residual value over
their estimated useful lives.
Major depreciation periods are plant and equipment 5 to 15
years.
Assets are fully written off when no longer in use by the Group.
(xvi) Impairment
At each reporting date, the group reviews the carrying amounts
of its tangible and intangible assets to determine whether there
is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent of the
impairment loss (if any).
Recoverable amount is the higher of the fair value less costs to
sell and value in use.
If the recoverable amount of an asset is estimated to be less
than its carrying amount, the carrying amount of the asset
is reduced to its recoverable amount. An impairment loss is
recognised in profit or loss immediately, unless the relevant
asset is carried at fair value, in which case the impairment loss
is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, other than
for goodwill, the carrying amount of the asset is increased to
the revised estimate of its recoverable amount, but only to the
extent that the increased carrying amount does not exceed
the carrying amount that would have been determined had no
impairment loss been recognised for the asset in prior years. A
reversal of an impairment loss is recognised in the statement
of comprehensive income immediately, unless the relevant
asset is carried at fair value, in which case the reversal of the
impairment loss is treated as a revaluation increase.
(xvii) Changes in accounting policies
There have been no changes to the accounting policies for the
year ended 31 December 2018.
Adoption status of relevant new financial reporting standards
and interpretations:
3. Revenue
GROUP2018
$000
2017
$000
Retail 4932,069
On– line 82226
Other15237
Total Revenue7272,332
25 PRŌMISIA ANNUAL REPORT 2018
(i) The following standards - NZ IFRS 9 Financial Instruments and NZ IFRS 15 Revenue from Contracts with Customers became effective
for the first time for periods beginning on or after 1 January 2018. They were adopted and had no significant effect on the Group’s
financial statements as at 31 December 2018.
(ii) The following new standard - NZ IFRS 16: Leases, became effective for early adoption or is effective for periods beginning on or after
1 January 2019. The group’s assessment of the impact of adopting this standard is expected to be minimal. The standard will be
adopted at the appropriate date required.
4. Cost of Goods Sold
GROUP2018
$000
2017
$000
At 1 January – inventory1,383811
Purchases3031,214
At 31 December – inventory(1,156)(1,383)
Cost of goods sold531642
5. Analysis of Expenses
GROUP2018
$000
2017
$000
Administration
Auditor’s remuneration2826
Directors’ fees10093
Foreign exchange (gain) loss7(16)
NZX listing & registry4897
Rental4843
Share based payment1743
Staff & employment costs344388
Other 208249
Total Administration800923
Operating
Distribution411248
Marketing 1,0571,131
Impairment of intangible assets105-
Other operating costs64-
Total Operating
1,6371,379
Research
Employment costs93195
Other research2363
Total Research Expenses
116258
Amortisation and depreciation2823
TOTAL EXPENSES
2,5812,583
PRŌMISIA ANNUAL REPORT 2018 26
Deferred tax
No deferred tax asset has been recognised. Any future tax losses will be recognised as an asset at the time that it is considered
probable that future taxable profits are available to offset these tax losses.
7. Share Capital
The Group’s share capital includes fully paid and subscribed ordinary shares 0f 1,901,797,451 and unpaid ordinary shares of
16,595,856 (2017: 16,595,856) totalling 1,918,393,307 (2017: 525,554,827). All fully paid ordinary shares carry full and equal
voting rights, share equally in distributions and have no par value. Movements in the issued and unissued ordinary shares are set
out below:
7.1 Fully paid ordinary shares
There were 1,901,797,451 (2017: 508,958,971) fully paid ordinary shares on issue at balance date. The ordinary shares do not
have a par value.
2018
Number of
shares
(000)
2017
Number of
shares
(000)
2018
$000
2017
$000
At 1 January 508,959498,51156,04155,799
New subscribed and paid capital 1,392,83810,4482,300167
Expired/Retired options --6875
Issue costs--(130)-
At 31 December 1,901,797508,95958,27856,041
During 2018, no ordinary shares were issued and purchased by staff as part of the Staff Unpaid Share Scheme (2017 - 10,488,130
ordinary shares were issued (see note 7.2) and purchased by staff as part of the Staff Unpaid Share Scheme for a total of $167,000
($0.16 per share). See Note 22.2 (e).
6. Taxation
GROUP2018
$000
2017
$000
Net (Loss) for year - (note 8)(2,412)(859)
Taxation @ 28 cents--
The Group has $5,734,887 (2017: $4,372,082 ) of New Zealand domiciled entity tax losses accumulated from previous years. The net
losses available for tax purposes as at 31 December 2018 have been reduced by $30,000 (2017: $48,000) to account for temporary
differences and non - deductible overseas income and expenses.
The current tax losses and 49% shareholder continuity are subject to IRD approval. To offset these tax losses against future taxable
income, a 49% continuity of ultimate shareholders must own the Company’s shares from beginning of the year of the loss to the end
of the year of offset. The company has not met this condition at 31 December 2018 and lost the ability to offset these losses against
future taxable income.
There are no imputation credits available to shareholders (2017: $nil).
27 PRŌMISIA ANNUAL REPORT 2018
7.2 Unpaid ordinary shares – Treasury shares
There were of unpaid ordinary shares 16,595,856 (2017: 16,595,856) available for issue at balance date as part of the Staff Unpaid
Share Scheme for eligible staff, being employees or contractors, to purchase.
2018
Number of
shares
2017
Number of
shares
2018
$000
2017
$000
At 1 January16,595,85627,043,986--
Unpaid subscribed shares (transferred)/
acquired to fully paid shares
-(10,448,130)--
At 31 December 16,595,85616,595,856--
During the year no (2017:10,448,130) unpaid ordinary shares were allocated and purchased by staff as part of this scheme.
The unallocated and unpaid ordinary shares are held by a nominee company, Promisia Trustee Limited - see Note 22.2 (e).
7.3 Option Scheme
On 1 September 2014 the company granted further options totalling 17.08 million to the directors and management of the
company. See note 22.2 (c) for other details.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
2018
Number of
options
2018
Weighted
average of
exercise price
2017
Number of
options
2017
Weighted
average of
exercise price
Outstanding at 1 January 7,310,000$0.0815,310,000$0.08
Expired/Retired(7,310,000)$0.08 (8,000,000)$0.08
Outstanding at 31 December --7,310,000$0.06
The terms of issue of the options were:
The options (i) may be converted to ordinary shares by payment of $0.08 per share up to the expiry date of 29 May 2018. (ii) may be
transferred at any time provided the board approves the transfer. (iii) will not give any right to participate in dividends or any new
pro rata entitlement issues of securities of the company until shares are allotted pursuant to the exercise of the options. (iv) shall
vest annually based on a prorated calculation over the life of the option from grant to expiry date.
The option scheme expired on 29 May 2018 and none of the terms occurred.
7.4 Share based payments & options granted
During the year the share based payment expense recognised for options granted by the company amounted to $17,434 (2017
$42,707.) See Note 11 for further details.
The fair value of the services rendered in exchange for the grant of the options are recognised as an expense and the amount
expensed is determined by reference to the fair value of the options granted. There are no market or non-market performance
conditions attached to the options granted.
When the options are exercised the company issues new shares and the proceeds received, net of any directly attributable
transaction costs are credited to the share capital and share premium accounts.
The fair value of the share options are estimated at the grant date using the Black - Scholes option pricing model taking into account
the terms and conditions upon which the share options were granted.
The volatility was measured based on a statistical analysis of share prices over the 2018/17 year and a comparison of volatilities to
other similar operating companies.
The inputs into the share option pricing model are as follows:
PRŌMISIA ANNUAL REPORT 2018 28
Options granted Issue
Grant date1 Sept 2014
Vesting period ends29 May 2018
Share price at date of grant0.042 cents
Volatility50%
Option life3.7 years
Risk free investment rate3.61%
Fair value at grant date0.0094 cents
Exercise price at date of grant0.08 cents
Weighted average remaining contractual life3.4 years
The option scheme expired on 29 May 2018.
8. Accumulated Losses
GROUP2018
$000
2017
$000
At 1 January (55,250)(54,391)
Net loss for the year(2,412)(859)
At 31 December (57,662)(55,250)
9. Other Equity Reserves
GROUP2018
$000
2017
$000
Foreign currency – Note 10182177
Share option – Note 11-51
182228
10. Foreign Currency Reserve
GROUP2018
$000
2017
$000
At 1 January177194
Movement in foreign currency translation5(17)
At 31 December – Note 9182177
This reserve comprises the foreign currency translation differences arising from the translation of the financial statements of the
Group’s foreign entities into New Zealand dollars.
11. Share Option Reserve
GROUP2018
$000
2017
$000
At 1 January5183
Share options granted to CEO/Directors1743
Expired and transferred to share capital(68)(75)
At 31 December – Note 9-51
All share based remuneration is ultimately recognised as an expense in the statement of comprehensive income with a
corresponding credit to the share option reserve. At the time of any expiry or exercise of options, the amount of the reserve relating
to the expiry or exercise of options is transferred to share capital.
12. Earnings per share
The calculation of basic earnings per share is based on the loss from continuing operations attributable to ordinary shareholders and
the weighted average of total ordinary shares on issue during the year. The calculation of diluted earnings per share is based on the
loss from continuing operations attributable to ordinary shareholders and the weighted average number of ordinary shares assuming
that the share options were exercised in full as at 31 December 2018 - see Note 7.3 for further details.
13. Receivables
GROUP2018
$000
2017
$000
Current Receivables
Trade receivables26189
Sundry receivables-5
Other taxes2744
Total other receivables2749
Total current receivables53238
No provision for impairment over receivables was required during 2018 (2017:Nil).
29 PRŌMISIA ANNUAL REPORT 2018
GROUP2018
$000
2017
$000
Net Loss for year(2,412)(859)
Basic earnings per share$(0.004)$(0.002)
Diluted earnings per share$(0.004)$(0.002)
2018
Number of
shares
2017
Number of
shares
Weighted average number of shares for basic EPS 668,800505,871
Weighted average number of shares for diluted EPS640,082514,515
PRŌMISIA ANNUAL REPORT 2018 30
14. Prepayments
GROUP2018
$000
2017
$000
Overseas contractors -137
Other4-
Total Prepayments4137
15. Inventory
GROUP2018
$000
2017
$000
Raw materials and extract887736
Finished product269647
Total Inventory1,1561,383
Inventory was impaired by $313,000 during 2018 and written off in the cost statement of income as part of cost of sales. (2017
$nil) .
16. Property Plant & Equipment
GROUP2018
$000
2017
$000
Plant & Equipment Gross carrying amount
At 1 January 95
Additions 394
At 31 December489
Accumulated depreciation
At 1 January (2)-
Depreciation(11)(2)
At 31 December(13)(2)
Carrying amount at 31 December357
17. Intangible Assets
GROUP2018
$000
Website
2018
$000
Trademarks
2018
$000
Total
Gross carrying amount
At 1 January14241183
Additions-88
At 31 December 14249191
Accumulated amortisation
At 1 January (58)-(58)
Amortisation(17)-(17)
Provision for impairment (56)(49)(105)
At 31 December (131)(49)(130)
Carrying Amount at 31 December 11-11
31 PRŌMISIA ANNUAL REPORT 2018
GROUP2017
$000
Website
2017
$000
Trademarks
2017
$000
Total
Gross carrying amount
At 1 January14222164
Additions-1919
At 31 December 14241183
Accumulated amortisation
At 1 January (37)-(37)
Amortisation(21)-(21)
At 31 December(58)-(58)
Carrying Amount at 31 December 8441125
18. Other Assets
GROUP2018
$000
2017
$000
NZX Listing Bond7575
19. Payables and Accruals
GROUP2018
$000
2017
$000
Current
Trade payables127267
Other payables 23-
Accruals11049
Total Payables and Accruals261316
20. Loan
GROUP2018
$000
2017
$000
Current liability
Loan188480
Non-current liability
Loan 596439
Total784919
At 31 December 2018 the balance of the loan was $783,710.
On 14 March 2018, the Group entered into a further updated loan agreement with Wells Investments Limited. The loan is to be
repaid according to a fixed monthly repayment schedule and by December 2021 or earlier, with monthly payments in the range of
$12,500 to $30,000 commencing in April 2018. Interest is charged at a rate of 6.5% p.a. However interest was no longer charged
from 1 October 2018. Details of the security granted over the loan are set out in Note 21.
Refer to note 32 (ii) - subsequent events for an update on the terms of the loan where the loan was assigned to the Brankin Family
Interest Trust on 1 October 2018. The trust is related to one of the directors.
PRŌMISIA ANNUAL REPORT 2018 32
21. Securities Granted
Wells Investments Limited holds security over the assets of the Group in priority to all or any other lender until such time the loan is
repaid. Refer also to note 32(ii).
22. Related Party Information
The Group has related party relationships with its controlled entities, and key management as follows:
22.1 Investments in Subsidiaries
The subsidiaries (controlled entities) held by the parent company were as follows:
Principal
activities
Country
of
incorporation
Cost
$
Interest held by
group %
Promisia LimitedDistribution &
Manufacture
New Zealand-100
Benefit Arthritis LimitedDistributionNew Zealand-100
Promisia Trustee LimitedTrusteeNew Zealand-100
Promisia Australia Pty LimitedDistributionAustralia113100
Promisia LLC DistributionUSA-100
22.2 Related Party Transactions and Balances
(a) As at 31 December 2018, directors’ fees and expenses are owed to:
GROUP2018
$
2017
$
H.Down1,898-
S. Underwood -57,150
Total1,89857,150
During the year the company entered into the following related party transaction:
Consulting fees of $60,250 (2017 $31,422) were paid to Helen Down, a director and shareholder of the company. All transactions
were conducted on normal trading terms.
(b) No debts with related parties have been written off or forgiven during the year. The loan and advance balances by the
directors are not secured and interest is not charged.
Refer to note 20 and 32 (ii) - subsequent events for an update on the terms of the loan where the refinancing of the Wells
Investment loan of $783,810 occurred on 1 October 2018 and was assigned to the Brankin Family Interest Trust. It went
unconditional on 30 January 2019. The loan has no fixed repayment terms, and interest will be charged on the loan. The trust is
related to one of the directors – T D Brankin.
(c) As at 31 December 2018, there were no outstanding options granted to directors and management and outstanding:
PositionGranted
2018
000
Outstanding
2018
000
Granted
2017
000
Outstanding
2017
000
S. Underwood Director---1,770
M.D. PriestDirector---1,770
T.D. BrankinDirector---1,770
Management---2,000
Total---7,310
33 PRŌMISIA ANNUAL REPORT 2018
(d) Transactions with key management
GROUP2018
$000
2017
$000
Key management remuneration 200177
Share based payment1743
(e) Staff Unpaid Share Scheme (“scheme”)
The company has established a Staff Unpaid Share Scheme which offers eligible employed and contracted staff (‘‘staff”) an
entitlement to purchase unpaid shares in the company at a specified price on a one-off basis, with no assurance being given
that any entitlement will arise in future years. The continued operation of the scheme and any further entitlements will be at
the sole discretion of the company directors. Terms and conditions of the offer are as follows:
Details of the unpaid shares and available to be offered to eligible staff are set out in note 7.2.
The company has also set up a bonus scheme for staff with bonuses being paid to staff net of tax based on achieving agreed
sales and other targets as set by the board on an annual basis for the financial years ending 31 December 2017. No bonus
scheme was set up for the year ending 31 December 2018.
During 2017, 10,488,130 of the unpaid ordinary shares were purchased and paid up in full by staff as part of the Staff Unpaid
Share and Bonus Scheme for $167,000. (See note 7.1). If staff do not make payment on the call dates for the unpaid shares
allocated to them, then the shares will revert to the nominee company.
23. Financial Instruments
The following financial assets and liabilities by categories are as follows:
GROUP2018
Carrying
Amount
$000
2018
Fair
Value
$000
2017
Carrying
Amount
$000
2017
Fair
Value
$000
Cash512512324324
Receivables5353238238
Investments75757575
Payables(269)(269)(357)(357)
Loan(784)(784)(919)(919)
All carrying amounts of all financial assets are classified under the category of loans and receivables. All financial liabilities are
categorised at amortised cost.
Fair value measurement
The Group does not have any derivative financial instruments or any other financial assets or liabilities that are classified as
instruments at fair value through profit and loss under NZ IFRS.
The fair value of the financial assets and liabilities approximates their carrying value.
Interest Rate Risk
Interest rate risk is the risk that interest rates will change, increasing or decreasing the cost of borrowing or lending. The interest
payable on loans to 31 December 2018 was fixed at 6.5% per annum. However interest was no longer charged from 1 October
2018. (2017: 6.5% per annum). Also refer to note 32(ii) where interest will be charged in the period beginning sometime after 30
January 2019.
Credit Risk
Credit risk is the risk that an outside party will not be able to meet its obligations to the holding company or group. Financial assets
which will potentially subject the Group to concentrations of credit risk consist principally of cash and receivables. The cash is
placed with high credit quality financial institutions with a minimum short term Standard and Poor’s credit rating of A-1. In the
normal course of its business, the Group incurs credit risk from receivables and transactions with financial institutions. The maximum
credit risk is the carrying amounts of trade receivables of $26,000 which $24,000 have an ageing duration of less than 6 months
and no defaults - (2017 $189,000) – see Note 13.
PRŌMISIA ANNUAL REPORT 2018 34
The Group does not require any collateral or security to support financial instruments as it only deposits with, or loans to, banks and
other financial institutions with high credit ratings. The Group does not expect the non-performance of any obligations at balance
date.
Currency Risk
Exposure to currency risk arises in the normal course of the Group’s business. The Group monitors exchange rate movements in
foreign currencies and will take any action necessary to reduce currency risks where possible.
Liquidity Risk
The Group manages its liquidity risk by maintaining availability of sufficient cash and funding via adequate credit and bank facilities.
Owing to the nature of the underlying business, the Group aims to maintain funding flexibility through committed credit lines. The
Group manages liquidity risk by monitoring actual and forecast cash flows on a regular basis and rearranging banking and credit
facilities where appropriate.
The table below analyses the Group’s non derivative financial liabilities into maturity groupings based on the remaining period from
balance date to the contractual maturity date if applicable. The amounts disclosed are the contractual undiscounted cash flows.
GROUPCurrentCurrentNon-CurrentTotal
Within 6 months 6-12 months1 to 5 years
$000$000$000$000
Interest bearing loans-188596784
Payables and accruals261--261
Total2611885961,045
24. Segmental Reporting
The Group primarily derives its revenue from the sale of two products, with all revenue and assets accounted for in New Zealand.
The Group has a wide range of customers with no single customer contributing more than 10% of the Group’s revenue. It only
has one operating segment which has been determined and based on financial information that is regularly reviewed by senior
management.
NZ IFRS 8 Operating Segments: permits the aggregation of operating segments into reportable segments. This has been adopted as
the Group has only one operating segment with similar economic characteristics being the production processes, customers and
distribution channels for its product. Based on this analysis, no additional disclosure is required in the annual financial statements
as the Group has one reportable segment.
25. Reconciliation of Cash Flows from Operating Activities
GROUP2018
$000
2017
$000
NET (LOSS) for the year(2,412)(859)
Adjustments for non-cash items:
-Amortisation1721
-Depreciation112
-Foreign exchange differences 5(17)
-Impairment intangible assets104-
-Share based payment benefits1743
Net changes in working capital:
Change in inventories360(572)
Change in payables and accruals(68)(154)
Change in receivables, GST and prepayments16711
NET CASH FROM OPERATING ACTIVITIES(1,799)(1,526)
35 PRŌMISIA ANNUAL REPORT 2018
26. Reconciliation of Cash Flows from Financing Activities
The movement in loan liabilities to 31 December 2018 and the effect of non-cash transactions arising from financing these cash
flow activities is shown below.
GROUP2018
$000
2017
$000
Loan
At 1 January 9191,039
Loan repayments (135)(120)
Non cash flows
At 31 December 784919
27. Capital Management
For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves attributable to the
equity holders of the parent. Net debt includes borrowings less bank funds.
The group’s capital management objectives are to safeguard the group’s ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of
capital.
The Group is maintaining its capital base by prudent spending on operations, research and development in order to generate new
revenue streams and sales activity. The directors anticipate being able to raise additional equity funds as and when required - see
Note 32(i).
The amount of capital, cash and net debt that the Group has for the year is summarised as follows:
2018
$000
2017
$000
Total Equity9971,019
Borrowings(784)(919)
Bank512324
Net (debt) cash (272)(595)
28. Contingent Liabilities
There were no contingent liabilities at year end (2017: $nil).
29. Operating Commitments
The group has the following operating commitments:
(i) Operating lease - the group leases office space under an operating lease. Operating lease payments, where the lessors
effectively retain substantially all of the risks and benefits of ownership of the leased items, are recognised in the determination
of the operating result in equal instalments over the lease term.
2018
$000
2017
$000
Less than 1 year4848
Between 1 and 3 years2371
Total71119
30. Capital Commitments
There are no capital commitments at 31 December 2018 (2017: $nil).
PRŌMISIA ANNUAL REPORT 2018 36
31. Auditor’s Remuneration
Audit fees of $27,000 (2017 $26,000) were provided for the audit of the financial statements only. No other services were provided.
32. Events subsequent to balance date
(i) New share capital
On 22 January 2019 the company’s major shareholder, Brankin Family Interest Trust, advised that it wishes to exercise its right
to subscribe for an additional 250 million shares at a price of $0.001 per share. This issue of additional shares was approved
by a special meeting of shareholders on 4 December 2018. The 250 million shares represent shortfall shares not taken up by
eligible shareholders in the rights issue that closed on 24 December 2018.
(ii) Change of loan terms
The refinancing of the Wells Investment loan of $783,810 on 1 October 2018 went unconditional on 30 January 2019. The
loan has no fixed repayment terms, and interest will be charged on the loan.
The loan was assigned to the Brankin Family Interest Trust on 1 October 2018. The trust is related to one of the directors,
T.D Brankin. The Trust has confirmed it does not require repayment of this loan within a year of approval of these financial
statements.
(iii) Ministry of Health Prosecution
On 7 February 2019 the company was served with a notice of prosecution by the New Zealand Ministry of Health for alleged
breaches of the Medicines Act 1981. In these charges the Ministry alleges that the company has sold an unlicensed medicine
and that certain advertising by the company is in breach of the Medicines Act.
The company appeared in the District Court on 8 March 2019 and intends to defend these charges.
There have been no other matters or circumstances since the end of the financial year, not otherwise dealt with in these
financial statements that have significantly or may significantly affect the Group’s operations.
37 PRŌMISIA ANNUAL REPORT 2018
SHAREHOLDER AND STATUTORY INFORMATION
Stock Exchange Listing
The Company’s fully paid ordinary shares are listed on the main board equity security market operated by NZX Limited under the
call sign (PIL).
Principal Ordinary Shareholders as at 19 March 2019
The following table lists the names and holdings of the 20 largest holding parcels of quoted ordinary shares of the Company as at
19 March 2019.
Holder Number Held% Held
T.D. Brankin & M.J. Kirwin Lay
S.P Ward & J.P. Ward & J.M. Ward
J.M. O’Brien
S. Underwood
E.M.M. Johnson
E.M.M Johnson & K. Johnson & E. Wright
G.C. Royal
Tirol Nominees Limited
P. McVeigh
M.D. Priest
D.J. Robinson
ASB Nominees Limited
Bank Of America Merril Lynch International Dac
B.W.J Anderson
J.P. Ward
G.R. Wells
R.D. Angus
Central Nominees Limited
S. A. Armstrong
Templar Investments Limited
C.K. Mooi
853,804,210
74,391,081
73,929,066
60,775,560
48,818,720
44,570,320
43,508,830
29,083,413
28,589,017
26,836,315
24,626,281
18,000,000
12,854,532
12,750,000
12,351,498
11,915,613
11,847,545
11,314,238
10,020,779
8,400,000
8,400,000
44.89
3.91
3.89
3.2
2.57
2.34
2.29
1.53
1.5
1.41
1.29
0.95
0.68
0.67
0.65
0.63
0.62
0.59
0.53
0.44
0.44
Top Twenty shareholders1,426,787,01875.02
PRŌMISIA ANNUAL REPORT 2018 38
Total Shares on Issue
No HoldersShares Held% Held
Top 20 201,426,787,01875.02
Other Investors1,434475,010,43324.98
Total1,4541,901,797,451100.00
Spread of Ordinary Shareholders as at 19 March 2019
Holding Range No of HoldersTotal Shares %
1-1,0009 3,732 0.63
1,001-5000348 1,084,578 23.93
5001-10,000162 1,267,875 11.14
10,001 -50,000340 8,814,513 23.38
50,001-100,000141 10,695,636 9.70
100,001 or more454 1,879,931,117 31.22
Total1,4541,901,797,451
100.00
Substantial Security Holders as at 19 March 2019
The Company’s register of substantial security holders, prepared in accordance with section 35F of the Securities Markets Act 1988
disclosed the following information.
NameClass of SharesNo Shares% Held
T.D. Brankin & M.J. Kirwin LayOrdinary 853,804,210 44.89
Directors’ Security Holdings including beneficial interests as at 19 March 2019
Name No Shares% Held
T.D. BrankinDirector 853,804,210 44.89
S. UnderwoodDirector 72,089,798 3.79
M.D. PriestDirector 26,836,315 1.41
H. DownDirector500,0000.00
The directors did not hold any shares in the capacity of non-beneficiaries or associates.
Particulars of Directors’ Share Transactions in Promisia Integrative Limited
Dealing in Securities
The following table shows transactions recorded in respect of those securities during the year 1 January 2018 to 31 December
2018.
DirectorDate of
transaction
No of shares
purchased/(sold)
Cost $
T.D. Brankin – Placement 16 January 20185,000,000$100,000
T.D. Brankin – Renounceable rights issue 31 December 2018800,000,000$800,000
H. Down - Placement16 January 2018500,000$10,000
M. D. Priest – Placement 16 January 20181,000,000$20,000
M. D. Priest – Renounceable rights issue31 December 201820,000,000$20,000
S. Underwood – Placement 16 January 20181,500,000$30,000
S. Underwood – Renounceable rights issue 31 December 201851,870,000$51,870
39 PRŌMISIA ANNUAL REPORT 2018
PRŌMISIA ANNUAL REPORT 2018 40
Share Transactions and Holdings
The share transactions effected by various directors are recorded in the Interests Register as set out above and their holdings are
shown on page 40.
Directors’ Remuneration and Other Benefits
The names of the directors of the Company at 31 December 2018 and the details of their remuneration and the value of other
benefits received for services to Promisia Integrative Limited for the year ended on that date are:
Director Nature of Remuneration
S. Underwood $49,000 Director’s fee
M.D. Priest $17,000 Director’s fee
T.D. Brankin $17,000 Director’s fee
H. Down $17,000 Director’s fee
Share options have been provided to the Directors as set out in note 21 2(c).
Employee Remuneration
There was only one employee, or former employee, who received remuneration and other benefits valued at or exceeding $100,000
during the year to 31 December 2018, that being in the range of $240,000 to $250,000.
Entries in the Interests Register
The Company has an Interests Register which records various disclosures as required by the Companies Act 1993 and in accordance
with good governance practice.
Other Directorships or Trusteeships
The following represents the interests of directors in other companies or trustees of organisations as disclosed to the Company and
entered into the Interests Register. The designation ** indicates the director also holds an equity interest in the company.
Stephen Underwood
Promisia Integrative Limited – Group, Central Nominees Limited**, Central Securities Limited**, Decisive Securities Limited**,
Insolvency Associates Limited, Normandy Holdings Limited**, Nalokua Holdings Limited**, Panama Direct Limited**, Renouf
Corporation Limited**, The Renouf Quay Company Limited**, Tuff Lite Limited, Benefit Arthritis Limited.
Duncan Priest
Promisia Integrative Limited - Group, Trans- Tasman Resources Limited**.
Thomas Brankin
Promisia Integrative Limited – Group, Eileen Mary Age Care Limited**, Eileen Mary Age Care Property Limited**, i.Agri Limited**,
OTB Property Limited**, Ranfurly Manor Limited**, Ranfurly Manor No.1 Limited**, Design Care Group Limited**, Benefit Arthritis
Limited.*
Helen Down
Promisia Integrative Limited - Group, Advisory Boards New Zealand Limited**, Synthesis Marketing Limited**.
Auditors’ Remuneration
Audit fees of $26,000 (2017: $26,000) are payable to the auditors for the audit of the statutory financial statements only.
Donations
There were no donations made during the year ended 31 December 2018 (2017: $nil) by the Company or any if its subsidiaries.
Information Used by Directors
There were no notices from Directors of the Group or any of its subsidiaries requesting to use company information received in their
capacity as a director which would not otherwise have been available to them.
41 PRŌMISIA ANNUAL REPORT 2018
Takeovers Panel Disclosures
The following information is required to be included in the 2018 Annual Report of the company as a condition of an Exemption
Notice, Takeovers Code (Promisia Integrative Limited) Exemption Notice 2018 (Exemption Notice), issued pursuant to section 45 of
the Takeovers Act 1993, by the Takeovers Panel.
The Exemption Notice was issued by the Takeovers Panel on 29 November 2018.
Annual Report Requirements
1. Share Put Option
At a meeting of shareholders held on 4 December 2018 (Meeting) shareholders approved a resolution authorising Thomas David
Brankin and Michael John Kirwan Lay as trustees of the Brankin Family Interest Trust (Brankin Trust) to acquire up to 39,027,368
shares from Mr G R Wells and Wells Investments Ltd (Wells) under a put option agreement (Put Option) between the parties. Mr.
Brankin is a director of the company. The Put Option agreement had two exercise dates when Wells could require Brankin Trust, to
acquire the said shares. The two exercise dates are 30 January 2019 (at $0.006 per share) and 30 September 2020 (at $0.009 per
share).
Wells did not exercise the Put Option on 30 January 2019.
2. Summary of terms and conditions of the Exemption Notice
The Exemption Notice provided exemptions for:
a) the Brankin Trust from rule 7(c) of the Takeovers Code in respect of any increase in its voting control resulting from its
acquisition of voting securities under the Put Option; and
b) the company from rule 15(b) of the Takeovers Code, but only to the extent that the rule requires the notice of meeting to
contain, or be accompanied by, particulars of voting securities to be acquired under the Put Option.
The exemptions were granted on various conditions, including that:
a) this annual report includes these disclosures.
b) information regarding the Exemption Notice and any 1% movements in the voting securities held by the Brankin Trust are
disclosed on the company website (see www.promisia.com).
c) the notice of Meeting contained certain disclosures and information. The Notice of Meeting was released to the market on
16 November 2018 and can be viewed on the NZX website at www.nzx.com.
3. Voting Securities of Brankin Trust
As at 31 December 2018 (the Calculation Date) the Company had 1,901,797,451 ordinary shares on issue and the company had no
voting securities on issue other than its ordinary shares.
As at the Calculation Date the Brankin Trust holdings of voting securities are disclosed as follows:
Number of voting securities acquired by the Brankin Trust under the Put Option:Nil.
Number of voting securities on issue that are held or controlled by the Brankin Trust
and the percentage of all voting securities on issue that that number represents:
853,804,210 ordinary shares are held or
controlled by Brankin Trust representing
44.89% of all ordinary shares on issue.
The aggregate of the percentages of all voting securities on issue that are held or
controlled by the Brankin Trust and their associates:
44.89%
The maximum percentage of all voting securities that could be held or controlled
by the Brankin Trust if they acquire all shares under the Put Option:
46.95%*
The maximum aggregate of the percentages of all voting securities that could be
held or controlled by the Brankin Trust and its associates if they acquire the
approved maximum number of voting securities under the Put Option:
46.95%*
* The assumptions on which these percentages are based are that:
PRŌMISIA ANNUAL REPORT 2018 42
a) the Brankin Trust acquires all of the voting securities that are subject to the Put Option.
b) from the Calculation Date until all voting securities are acquired under the Put Option the company does not issue any
other voting securities.
c) the Brankin Trust does not dispose of or acquire any voting securities in the Company prior to all of the voting securities
being acquired under the Put Option.
d) the Brankin Trust does not take up its right under an underwriting agreement to subscribe for 250,000,000 ordinary shares.
The Brankin Trust did however take up this right in January 2019 (i.e. subsequent to the Calculation Date). This has the
effect of increasing these percentages to 53.11%.
43 PRŌMISIA ANNUAL REPORT 2018
CORPORATE DIRECTORY
AND OTHER INFORMATION
Registered office and address for service
Level 4, 22 Panama Street
Wellington 6011
P O Box 25-396
Wellington 6146
Telephone: +64 4 4995563
Mobile: +64 22 0430634
Facsimile: +64 4 8318688
Email: accounts@promisia.com
Website: http://arthrem.co.nz/ or http://promisia.com/
Directors
Stephen Underwood,
Chairman
Duncan Priest
Thomas Brankin
Helen Down
Auditor
William Buck
Level 4, 21 Queens Street
Auckland 1010
Share Registrar
Link Market Services
Level 7, Zurich House, 21 Queen St Street
P O Box 91976, Auckland 1142
Telephone: +64 9 375 5998
Facsimile: +64 9 375 5990
Email: enquiries@linkmarketservices.co.nz
Bankers
Kiwibank
Solicitors
Duncan Cotterill
Chartered Accountants House
Level 2, 50 Customhouse Quay
Wellington 6011
Company publications
The Company seeks to inform investors regarding its business
operations through issuing an Annual Report, an Interim Report
and Newsletters as is appropriate.
Financial Calendar
Half year results announced August
Half year report September
End of financial year 31 December
Annual results announced February
Annual report March
Enquiries
Shareholders with enquiries about transactions, change of
address or dividend payments should contact Link Market
Services on +64 9 375 5998 or by email on enquiries@
linkmarketservices.co.nz. Other questions may be directed
to the Company at its registered address.
Stock Exchange
The Company’s shares trade on the New Zealand Exchange
under the code PIL. The minimum parcel on the NZX is 50
shares.
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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