Completion of Acquisition

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NZX Release 30 October 2020

Completion of Acquisition
Promisia Integrative Limited (NZX: PIL) (PIL) is pleased to confirm that it has completed its acquisition
of aged care facilities from the Brankin Family Trust and now operates in the New Zealand aged care
sector.

Chairman of PIL, Stephen Underwood commented:

“We are very pleased to be bringing these aged care facilities together under Promisia. The aged care
sector presents a number of opportunities, and particularly with our aging demographics, strong
prospects for growth.”

“These acquisitions represent a significant and exciting change of direction for Promisia.”

Further information regarding PIL’s operations post-acquisition and corporate structure was detailed in
the listing profile released to market on 27 May 2020. A capital change notice detailing the share
allotments undertaken today for completion accompanies this announcement.

Senior Trust Debt Facility

Further to PIL’s announcement to market on 16 October 2020, PIL can now confirm the terms of debt
funding with Senior Trust Retirement Village Income Generator Limited (Senior Trust), a non-bank
lender with specialist aged care sector experience.

Under the terms of the Senior Trust facility, Senior Trust will lend PIL’s wholly owned subsidiary,
Ranfurly Manor No: 1 Limited $5 million for a term of 4 years. The facility has interest only
repayments, with PIL having the flexibility to make 25% principal repayments at the end of years 2 and
3 of the term. Ranfurly Manor No: 1 Limited must maintain a loan to value ratio (LVR) for the term of
the facility of no more than 75%.

The Senior Trust lending will be secured by second mortgages over the Ranfurly facility being
acquired and the Nelson Street facility being acquired.

Trading Update

Promisia will release a trading update on the acquired businesses on Monday, 2 November. Following
the release of the trading update, Promisia expects NZX Regulation to lift the suspension of trading
and for Promisia’s shares to resume trading on the NZX Main Board.

ENDS

For further information please contact Mr Stephen Underwood, Chairman on 027 499 3387.

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Capital Change Notice


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Section 1: Issuer information
Name of issuer Promisia Integrative Limited
NZX ticker code PIL
Class of financial product Ordinary shares
ISIN NZPRPE0001S5
Currency New Zealand Dollars
Section 2: Capital change details
Number issued/acquired/redeemed 14,000,000,000 shares, being:
 8,000,000,000 fully paid
ordinary shares (Consideration
Shares); and
 6,000,000,000 fully paid
ordinary shares (Placement
Shares).
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security $0.001
Nature of the payment (for example, cash or other
consideration)
Consideration for the Consideration
Shares being the transfer of 100% of
fully paid ordinary shares in each of the
Brankin Companies in accordance with
an agreement for sale and purchase of
shares dated 19 December 2019.
Consideration for the Placement Shares
being cash.

Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
86.68%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
Not applicable
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
To fund the acquisition of aged care
facilities described in the Listing Profile
dated 26 May 2020.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
16,151,797,451
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Under NZX Listing Rule 4.2.1(a),
passed by shareholder resolution at a
special meeting of shareholders held on
11 June 2020.

Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
New ordinary shares that rank equally
with existing ordinary shares.
Consideration Shares issued are
subject to disposal restrictions under a
restricted security deed, placing certain
restrictions on trading those shares
during the Restricted Periods (as
defined in the restricted security deed).

Date of issue/acquisition/redemption 30 October 2020
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Stephen Underwood
Contact person for this announcement Stephen Underwood
Contact phone number +64 27 499 3387
Contact email address stephen@renouf.co.nz
Date of release through MAP

30 October 2020