SPH Notices (Multiple)
12174566_1
1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Promisia Integrative Limited
Date this disclosure made: 30 October 2020
Date on which substantial holding began: 30 October 2020
Substantial product holder(s) giving disclosure
Full name(s): The Wellington Company Limited
Summary of substantial holding
Class of quoted voting products: Ordinary Shares
Summary for The Wellington Company Limited
For this disclosure,—
(a) total number held in class: 1,700,000,000
(b) total in class: 16,151,797,451
(c) total percentage held in class: 10.53%
Details of relevant interests
Details for The Wellington Company Limited
Nature of relevant interest(s): Registered holder and beneficial owner of shares in Promisia
Integrative Limited
For that relevant interest,—
(a) number held in class: 1,700,000,000
(b) percentage held in class: 10.53%
(c) current registered holder(s): The Wellington Company Limited
(d) registered holder(s) once transfers are registered: N/A
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
Allotment of 1,700,000,000 ordinary shares in Promisia Integrative Limited to the
Wellington Company Limited on 30 October 2020 for an issue price of $0.001 per share
pursuant to an issue of up to $8,000,000 of fully paid ordinary shares in Promisia
Integrative Limited at a price of $0.001 per share to wholesale investors approved by
shareholders on 11 June 2020 in accordance with NZX Listing Rules.
12174566_1
2
Additional information
Address(es) of substantial product holder(s): L 12 Icentre, 50 Manners Street, Wellington
6011
Contact details: william gorrie@twc.co.nz, 029 200 3400
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: N/A
Certification
I, Ian Cassels, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.
---
12172323_1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Promisia Integrative Limited
Relevant event being disclosed: Movement of 1% or more in substantial holding
Date of relevant event: 30 October 2020
Date this disclosure made: 30 October 2020
Date last disclosure made: 5 November 2019
Substantial product holder(s) giving disclosure
Full name(s): Thomas David Brankin and Michael John Kirwin Lay as trustees of the
Brankin Family Interest Trust
Summary of substantial holding
Class of quoted voting products: Ordinary Shares
Summary for Thomas David Brankin and Michael John Kirwin Lay as trustees of the
Brankin Family Interest Trust
For this disclosure,—
(a) total number held in class: 9,103,804,201
(b) total in class: 16,151,797,451
(c) total percentage held in class: 56.4%
For last disclosure,—
(a) total number held in class: 1,103,804,210
(b) total in class: 2,151,797,451
(c) total percentage held in class: 51.3%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Issue of 8,000,000,000 ordinary shares in Promisia Integrative Limited to Thomas David
Brankin and Michael John Kirwin Lay as trustees of the Brankin Family Interest Trust on 30
October 2020 for an issue price of $0.001 per share pursuant to an Agreement for Sale
and Purchase of Shares dated 19 December 2019.
12172323_1
Details after relevant event
Details for Thomas David Brankin as trustee of the Brankin Family Interest Trust
Nature of relevant interest(s):
Registered holder of shares in Promisia Integrative Limited as trustee of the Brankin Family
Interest Trust. Thomas David Brankin and Michael John Kirwin Lay as trustees of the
Brankin Family Interest Trust are party to a restricted security deed (attached) with
Promisia Integrative Limited. Under the restricted security deed, Thomas David Brankin
and Michael John Kirwin Lay as trustees of the Brankin Family Interest Trust have agreed
that they will not dispose or transfer any of the shares issued as consideration under the
Agreement (as defined in the restricted security deed) during the Restricted Periods (as
defined in the restricted security deed) unless they receive Promisia Integrative Limited;
non-interested directors; and NZX’s prior written approval.
For that relevant interest,—
(a) number held in class: 9,103,804,201
(b) percentage held in class: 56.4%
(c) current registered holder(s): Thomas David Brankin and Michael John Kirwin Lay as
trustees of the Brankin Family Interest Trust
(d) registered holder(s) once transfers are registered: N/A
Details for Michael John Kirwin Lay as trustee of the Brankin Family Interest Trust
Nature of relevant interest(s):
Registered holder of shares in Promisia Integrative Limited as trustee of the Brankin Family
Interest Trust. Thomas David Brankin and Michael John Kirwin Lay as trustees of the
Brankin Family Interest Trust are party to a restricted security deed (attached) with
Promisia Integrative Limited. Under the restricted security deed, Thomas David Brankin
and Michael John Kirwin Lay as trustees of the Brankin Family Interest Trust have agreed
that they will not dispose or transfer any of the shares issued as consideration under the
Agreement (as defined in the restricted security deed) during the Restricted Periods (as
defined in the restricted security deed) unless they receive Promisia Integrative Limited;
non-interested directors; and NZX’s prior written approval.
For that relevant interest,—
(a) number held in class: 9,103,804,201
(b) percentage held in class: 56.4%
(c) current registered holder(s): Thomas David Brankin and Michael John Kirwin Lay as
trustees of the Brankin Family Interest Trust
(d) registered holder(s) once transfers are registered: N/A
12172323_1
Additional information
Address(es) of substantial product holder(s): 105 Messenger Terrace, Oakura, New
Zealand
Contact details: Stephen Underwood, +64 27 499 3387
Nature of connection between substantial product holders: Thomas David Brankin and
Michael John Kirwin Lay are trustees of the Brankin Family Interest Trust.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: N/A
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
Thomas David Brankin is a director of Promisia Integrative Limited. This disclosure
constitutes disclosure for the purposes of the directors’ and senior managers’ disclosure
obligations.
Certification
I, Thomas David Brankin, certify that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly authorised to make
this disclosure by all persons for whom it is made.
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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