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SPH Notice (Amended)

Substantial Holder Notice1 November 2020PHLHealthcare

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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.



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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



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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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