Minimum Holdings Notice

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NZX Release 16 February 2021
Minimum Holdings Notice
Promisia Healthcare Limited (NZX: PHL) (PHL) wishes to advise the market that it intends to exercise
a power of sale of shares held by persons with less than a Minimum Holding.
1


PHL’s recent acquisition of aged care facilities from the Brankin Family Interest Trust and related
transactions have resulted in PHL having a large number of shares on issue, with many shareholders
maintaining relatively small shareholdings. PHL is aware that it is difficult for many small shareholders
to sell their PHL shares as they do not have a share broker, and that the brokerage is disproportionately
high relative to the value of their shareholding. PHL is also concerned at the ongoing high cost of
maintaining a share register comprising of a large number of very small holdings.

Under PHL’s constitution and the NZX Listing Rules, PHL is permitted to exercise a power of sale of
shares held by any person with less than a Minimum Holding. The Board has determined that it will
exercise its power of shares held by any person with less than $1,000 of shares calculated at a
price per share of $0.002 being the Average Market Price
2
of PHL’s shares based on a Relevant Date
of 15 February 2021.
3


In accordance with clause 9 of PHL’s constitution and NZX Main Board Listing Rule 4.9(c), the Board
gives notice to shareholders that at the expiration of three months after this notice, being 16 May 2021
(Expiry Date), the Board will, unless shareholders increase their shareholding to more than $1,000 of
shares (calculated at the price per share of $0.002), exercise the power of sale of individual holdings of
less than $1,000 of shares in the manner described below.

PHL will acquire the shares and cancel them. The price paid per share will be equal to the volume
weighted average price of a share on the NZX Market over the 20 business day period preceding the
day the shares are acquired by PHL. PHL will deduct its reasonable expenses from those proceeds and
then account to affected shareholders with the net proceeds in accordance with its constitution.

PHL will make a share purchase plan offer to all shareholders in March 2021 where shareholders can,
subject to scaling, acquire up to $15,000 of shares in PHL at $0.001 per share (SPP). Participation in
the SPP will provide shareholders with a brokerage free opportunity to increase their shareholding if
they hold less than a Minimum Holding.


1
The NZX Listing Rules prescribe a Minimum Holding as being a holding of shares having a value of at least $1,000.
2
The NZX Listing Rules prescribes the Average Market Price to mean, on the relevant date, the lesser of the volume weighted
average price of PHL’s shares calculated from trades through the NZX Main Board over the following two periods:
(a) 20 Business Days before the Relevant Date; or
(b) 5 Business Days before the Relevant Date.
3
A shareholding of 500,000 shares, at a price per share of $0.002, holds value of $1,000.

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Shareholders with fewer than $1,000 of shares have three months to make a decision in respect
of their small shareholdings by choosing one of the following options:

Option 1: Do nothing and PHL will acquire your shares.

After the Expiry Date, PHL will acquire your shares through an off-market share buyback. The price paid
per share will be equal to the volume weighted average price of a share on the NZX Market over the 20
business day period preceding the day the shares are acquired by PHL.

PHL will then deduct its reasonable expenses from your proceeds and account to you with your net
proceeds in accordance with its constitution. The proceeds will be deposited into the bank account that
Link Market Services has on record for you. You should therefore ensure these details are up to date.
Bank account details can be updated online by visiting the Link Investor Centre at
www.linkmarketservices.co.nz.

If you require further information about your shareholding, please contact Link Market Services:

Link Market Services
PO Box 91976
Auckland 1142
Phone: 09 375 5998 or +64 9 375 5998 (International)
Email: enquiries@linkmarketservices.co.nz

Any tax consequences from the sale of your shares will be your responsibility.

Option 2: Increase your shareholding.

Purchase additional shares to increase your holding to $1,000 of shares or more (calculated at a price
per share of $0.002). Participation in the SPP will provide shareholders the opportunity to increase their
shareholding. Other than the SPP, PHL is providing no other facility for this and you may have to pay
brokerage fees if you choose to increase your shareholding by purchasing shares on-market.

Shares purchased under the SPP or through any other facility must be registered in the same holding
as your existing shares. The purchase of additional shares must be settled prior to the Expiry Date.
If your shareholding meets the $1,000 threshold by 5pm on the Expiry Date, your shares will not be sold.

ENDS

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