Acquisition of aged care facilities – Market Update

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NZX Release 30 June 2020


Acquisition of aged care facilities – Market Update
Promisia Integrative Limited (NZX: PIL) is pleased to announce that the acquisition of aged care
facilities from the Brankin Family Trust and related transactions (Proposed Transaction) is progressing
strongly towards completion.

Equity Condition

A key condition for PIL was to secure a minimum of $6 million of equity commitments towards funding
completion of the Proposed Transaction. PIL has now secured total equity commitments in excess of
$6.6 million from wholesale investors. Accordingly, this condition is now satisfied and PIL will be able
to complete the Proposed Transaction once the debt facilities discussed below can be drawn down.

The equity commitments comprise:

 $1.1 million of convertible notes which may be converted to shares at 0.1c per share at the
election of the investor. Where PIL raises new equity after the Proposed Transaction, the note
holders may request a full or partial repayment of their notes. Any notes outstanding on 15
December 2020 will convert to shares at 0.1c per share.

 The balance in subscriptions for ordinary shares at completion of the Proposed Transaction at
an issue price of 0.1c per share.

PIL obtained approval to issue up to $8 million of new shares at 0.1c per share and will continue
discussions with a number of interested wholesale investors.

Debt Funding

Completion is still dependent on PIL’s new debt facilities being drawn down from a New Zealand
registered bank. PIL anticipates receiving final documented terms for new debt facilities shortly.

This follows the completion of an independent business review report for the bank by a ‘big four’ firm.
A supplementary update to the independent valuations of the aged care facilities that were obtained in
February 2020 will be received shortly.

PIL is pleased with the outcome of the independent business review report and anticipates that there
will be no material change to the independent valuations discussed in the Listing Profile.

PIL notes that the facilities have seen a lift in occupancy as outlined below and occupancy is the key
driver of revenue:

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Facility Bed Set-up Average Occupancy %
for March 2020
Average Occupancy %
for May 2020
Ranfurly
Residential Care
Centre
25 Dementia Beds
74 Hospital Beds
63 ORA Assisted
Living Beds
6 ORA Independent
Living Beds
Dementia: 78.97%
Hospital/Rest home:
90.45%
Apartments: 68.46%
Dementia: 84%
Hospital/Rest home: 92%
Apartments: 85%
Nelson
Residential Care
Centre
49 Rest Home
Beds
58.79% 78%
Eileen Mary Age
Care Centre
18 Rest Home
Beds
21 Hospital Beds
19 ORA Assisted
Living Beds
5 ORA Independent
Living Beds
83.48% 91%

Completion Timetable

PIL and the vendor are working towards completing the Proposed Transaction on 15 July 2020.

However, as a number of transaction steps need to be completed (particularly around the debt facilities)
PIL and the vendor have agreed that completion may occur at any time up to and including 31 July
2020. If completion does not occur by that time, either party can terminate the Proposed Transaction
on a no claims basis.

The timetable for the Proposed Transaction is as follows:

Target Completion Date of the Proposed Transaction (including issue of
all New Shares)
15 July 2020
Last day for Completion 31 July 2020
Suspension lifted and PIL ordinary shares resume trading on NZX
Market
Immediately following
Completion


ENDS

For further information please contact Mr Stephen Underwood, Chairman on 027 499 3387 or Mr Rene
de Wit on 021 571 000.