Share Purchase Plan

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SHARE PURCHASE PLAN

OFFER BOOKLET

2 March 2021









This Offer Document is prepared in reliance upon clause 19 of Schedule 1 of the FMCA for an offer
of up to 5,000,000,000 ordinary shares in Promisia Healthcare Limited (Promisia).

Promisia is subject to a continuous discosure obligation under the NZX Main Board Listing Rules.
Market releases by Promisia including its audited consolidated interim financial statements for the
ten months ended 30 October 2020, are available at www.nzx.com under ticker code PHL.

If you have sold your Shares in Promisia before 5pm on 2 March 2021 please send this booklet and
the enclosed application form to the NZX Firm or other person through who you made the sale
requesting that they forward the documentation to the purchaser. Only persons that hold Promisia
Shares at 5pm on 2 March 2021 are eligible to participate in this Share Purchase Plan.

If you have any queries regarding this Offer you should contact Promisia or your own NZX Firm,
legal or financial adviser.

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CHAIRMAN’S LETTER



Dear Shareholder

On behalf of the Directors of Promisia Healthcare Limited (Promisia), I am pleased to offer you
an opportunity to participate in our Share Purchase Plan (SPP). Eligible Shareholders have the
opportunity to acquire additional Shares for an Issue Price of $0.001 per Share without any
brokerage or transaction costs.

The purpose of this SPP is to raise new capital to support the growth and development of
Promisia’s aged care business and give shareholders the opportunity to acquire Shares at the
same Issue Price at which Shares were issued to related parties and wholesale investors in
connection with our acquisition of aged care facilities in 2020.

This SPP is available to all Shareholders (as at the Record Date) that are resident in New
Zealand. Shareholders may apply for up to $15,000 of New Shares at $0.001 per New Share. If
Shareholders wish to subscribe for further Shares they may apply for additional New Shares
under the Oversubscription Facility. The maximum number of New Shares that will be issued
under this SPP, including under the Oversubscription Facility, is 5 billion.

The full terms and conditions of this SPP and how you can participate in it are contained in this
Offer Booklet. You are encouraged to read these terms and conditions in their entirety before you
decide whether to participate. Also included in this Offer Booklet is a brief overview of Promisia’s
aged care facilities and growth plans.

If you choose to apply for New Shares under this SPP, please complete the enclosed
personalised Application Form and return it to Link Market Sevices together with direct debit
payment for your Application Monies. If you have any questions, we encourage you to seek
independent professional advice.

On behalf of the Directors, we thank you for your consideration of this Offer.

Yours sincerely




Stephen Underwood
Chairman

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OVERVIEW OF PROMISIA’S AGED CARE FACILITIES

Ranfurly Residential Care Centre



The Ranfurly Residential Care Centre operates in Feilding as a 162 bed aged care facility
consisting of 74 hospital beds, 63 assisted living beds, including 21 dementia beds (4 being
private patient beds) and 6 independent living units.

The rooms and facility itself are modern and the majority of the facility’s care rooms include a
private bathroom, giving residents privacy. The facility includes resident lounges, dining and
recreational rooms, a kitchen, office and reception and seven internal courtyards including
covered seating, gardens and lawn areas.

The facility is designed to tailor care to the needs of each resident from independent living units,
managed care apartments, hospital level care service, dementia level care service through to a
secure dementia centre. The facility is located a short distance from the centre of the Feilding
township making it convenient for families, visitors and staff.

Currently, the facility employs 168 staff (68 full time and 100 part time or casual) and combined
with the Nelson Residential Care Centre, is the largest employer and ratepayer in Feilding and
therefore a significant contributor to the community.

Promisia owns approximately 1 hectare of adjoining bare land that is available for development
as discussed below.

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As at 31 January, Ranfurly is operating at 98% capacity for hospital beds, 68% capacity for
assisted living beds and 84% capacity for dementia care. The independent living units are 100%
occupied.

Nelson Residential Care Centre



The Nelson Residential Care Centre operates in Feilding as a 49 bed rest home and provides
recreational facilities including resident lounges, dining and recreational rooms, kitchen, office,
laundry and reception and two internal courtyards with seating. The Nelson Residential Care
Centre is located close to the Ranfurly Residential Care Centre and the two facilities share
staffing and administration resources.

The facility was refurbished in 2016 which included interior renovations together with extensions
to the dining room and day room. The facility employs 32 staff (5 full time and 27 part time or
causal). Pressure on the public health system means that District Health Boards are looking to
aged care facilities to help accommodate non-acute elderly patients. Nelson Residential Care
Centre often receives these patients (in groups of 5-10) for temporary care and consequently the
occupancy rate can fluctuate substantially.

According to the 2018 Census, Feilding has a resident population of 15,348. 10.8% of the
population is over the age of 75 which is relatively high compared to the national average of
6.4%. This demographic should continue to provide local demand for aged care services.

Nelson Residential Care Centre was operating at 70% capacity as at 31 January.

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Eileen Mary Residential Care Centre



The Eileen Mary Age Care Centre operates in Dannevirke as a 58 bed aged care facility,
consisting of 21 hospital beds, 18 rest home beds, 19 assisted living beds, and 5 independent
living units.

Facilities including resident lounges, dining and recreational rooms, a kitchen, office and
reception, an internal courtyard with covered seating, gardens and lawn areas. The facility
employs 58 staff (16 full time and 42 part time or casual) and has 700sqm of land available for
development.

Dannevirke is the largest town in the Tararua District and the facility enjoys a strong relationship
with the local, rural community and the local District Health Board.

Having opened in 1998, the facility is modern and purpose built. The most recent improvement at
the facility was an extension and refurbishment in 2012.

As at 31 January, Eileen Mary Age Care Centre was operating at 73% capacity for hospital and
rest home beds and 86% capacity for assisted living beds. The independent living units are 100%
occupied.

Aldwins House

Aldwins House is located in central Christchurch and comprises of approximately 8,241 m2 of
land and 4,050 m2 of buildings. The first 30 bed wing of Aldwins House opened to new residents

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on 15 December 2020. Aldwins House has obtained Ministry of Health certification enabling it to
receive Government funded residents. The property was previously a large rest home before it
was damaged in the 2011 Canterbury earthquake and eventually closed in 2017. It has since
been strengthened and thoroughly refurbished. The refurbishment has included a substantial
upgrade of the kitchen and laundry facilities together with extensive landscaping work.



The complex is spread over two storeys and multiple wings, and consists of 145 bedrooms, each
with ensuites. The amenities include a reception foyer, open plan entertainment hall with
adjoining kitchenette and hair salon/beauty room, dining room serviced by a large commercial
grade kitchen, nurses stations, sitting rooms, staffroom, administration offices, sheltered
communal outdoor areas situated within two internal courtyards.

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Promisia currently leases the Aldwins House property but holds an option to acquire the property
for approximately $11 million (with approvals in place to satisfy $4 million of that purchase price
through an issue of shares). Promisia has identified possible development opportunities at the
Aldwins House property for constructing independent living apartments, which could be sold
through occupation rights agreements and extend the continuum of care offered to residents.

All 145 beds will be dual purpose rest home care and hospital care. It is expected that 140 staff
will need to be employed to operate the Aldwins Facility at full occupancy. A total of28 staff have
been employed initially and there is a recruitment plan in place to build staff numbers as resident
numbers increase and further wings are opened.

Of the 30 beds currently available at Aldwins House 50% are occupied.

PROMISIA’S GROWTH STRATEGY

Establishment of Aldwins House

Promisia’s current primary focus is the establishment of Aldwins House. Aldwins House has been
operational since mid December 2020, when code compliance certificates were issued for the
refurbishment works and initial Ministry of Health certifications obtained.

Promisia’s focus is on growing occupancy (which will directly grow revenue). Promisia’s due
diligence and market research causes the Board to believe:

 There are a number of older aged care facilities in the area that are less attractive for
residents (for example, rooms without ensuites, tired décor, limited facilities, or need for
earthquake strengthening);

 Increasing demand in the Christchurch urban area with an aging demographic; and

 The local District Health Board needs for more capacity for non-acute care due to high
demand on the public health system.

Increased occupancy at Aldwins House is expected to increase its value. As Promisia holds a
fixed price option to acquire the property for approximately $11 million, there is an opportunity for
Promisia to increase its net assets through the market value of Aldwins House exceeding the
amount that Promisia pays to acquire it.

Ranfurly Development

Promisia’s first development project will be the extension of the Ranfurly Residential Care Centre
in Feilding (the Ranfurly Development).

Promisia purchased bare land adjoining the Ranfurly Residential Care Centre for a separate
purchase price of $14,180,000 when it acquired the Ranfurly Residential Care Centre. This
purchase price reflects the aggregate expected sale value of all occupational rights agreement
(ORA) units being developed. The purchase price is now an interest free loan repayable to the
Brankin Family Interest Trust however Promisia is only liable to repay the loan from the proceeds
of the first ORA sold for each new unit developed. An associated party of the Brankin Family
Trust has agreed to undertake the development works at its sole cost and risk.

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Accordingly once all units are developed and their first ORA sold, the units become assets of
Promisia and Promisia will receive proceeds from each future ORA sale.

The plans for the Ranfurly Development provide for 32 new external units and 10 new internal
units to be constructed. One existing unit will be removed to connect the ten new internal units to
the existing Ranfurly Residential Care Centre.

Resource and building consents have already been granted for the Ranfurly Development.
Promisia expects the development to begin by the end of 2021.

New Zealand Market Acquisitions

Promisia believes there are growth opportunities through the acquisition of other aged care
facilities where owners of individual facilities cannot achieve the benefits of scale. Scale is
important to offset increasing levels of compliance and to access the capital required to meet
market requirements.

Promisia is currently undertaking initial due diligence investigations on four potential acquisitions
however none are at a legally binding stage and if any of these opportunities do progress to
binding arrangements, that is not expected to occur until late in the second quarter of 2021.

Acquisition opportunities are being assessed based on quality, geographic and cultural fit,
demand for services, development potential and contribution to Promisia’s profitability. Promisia
expects additional lending will be required to fund acquisitions and expects that it would be able
to debt fund at least 50% of the purchase price of new acquisitions. The balance would be funded
through a combination of:

 Promisia raising new capital;

 Promisia equity forming part of the purchase price; and

 Promisia’s cashflows from its own operations.

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WARNING

There is a risk to Eligible Shareholders that the market price for Shares may change between the
Record Date, the date that you apply for New Shares under this SPP and the Allotment Date. A
change in market price during this period will not affect the Issue Price. The Issue Price may be
greater or less than the market price of the Shares at the time of the allotment of New Shares to
you.

If the market price of Shares falls below the Issue Price then an investor in this SPP may
experience a fall in value of their New Shares after they are allotted. Alternatively if the market
price of Shares rises above the Issue Price then such investors may experience a capital gain
from the New Shares after they are allotted.

HOW ELIGIBLE SHAREHOLDERS CAN PARTICIPATE IN THIS SPP

Eligible Shareholders have the following options under this SPP subject to the terms and
conditions of this Offer Booklet:

 Application: Subscribe for an application amount of up to $15,000 comprising
15,000,000 New Shares at the Issue Price of $0.001 per New Share. Your application
may be scaled and any New Shares not applied for will form part of the Oversubscription
Facility.

 Oversubscription: Subscribe for an application amount of $15,000 comprising
15,000,000 New Shares at the Issue Price of $0.001 per New Share and apply for such
additional number of New Shares as you wish at NZD$0.001 per New Share through the
Oversubscription Facility (which may be subject to scaling).

 No Application: Do nothing and your entitlement to participate in this SPP will lapse.
You will receive nothing in respect of that lapsed entitlement.


SPP TIMETABLE

Event Date
Record Date (5pm) 2 March 2021
SPP opens and Offer Booklet sent to Eligible
Shareholders
3 March 2021
Closing Date for SPP 24 March 2021
Allotment of New Shares On or before 31 March 2021
Holding statements sent to Shareholders From 1 April 2021

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TERMS AND CONDITIONS

Capitalised terms have the meaning attributed to them in the Glossary at the end of this booklet.

1. Eligible Shareholders
1.1 You may participate in this SPP only if you are an Eligible Shareholder. An Eligible
Shareholder is a person who, at 5.00pm on the Record Date, was recorded in
Promisia’s share register as being a registered holder of Shares and is resident in New
Zealand.
1.2 Joint holders of Shares are taken to be a single registered holder of Shares for the
purposes of determining whether they are an Eligible Shareholder and the certification
on the Application Form is taken to have been given by all of them.
1.3 If you are an Eligible Shareholder, your right to participate in this SPP is personal to you
and non-renounceable.
1.4 Promisia reserves the right to not extend this SPP to Shareholders in a jurisdiction
outside New Zealand in circumstances where it considers that the costs or
requirements of doing so are unduly burdensome.
2. Issue Price and Number of New Shares
2.1 The Issue Price for New Shares under this SPP is NZD$0.001 per New Share.
2.2 If you are an Eligible Shareholder you have the options available to participate or not
participate in this SPP as are outlined on the preceding page of this Offer Booklet.
2.3 Promisia has limited the number of New Shares available under this SPP to
5,000,000,000 (Maximum Number), having an aggregate value of NZD$5,000,000
based on the Issue Price.
3. Scaling
3.1 Promisia is only accepting applications for New Shares up to the Maximum Number. If
Promisia receives applications for New Shares that exceed the Maximum Number,
applications will be scaled down and there will be no Oversubscription Facility. Promisia
will scale back applications on a proportionate basis to the shareholding percentage of
all Applicants (as at the Record Date).
3.2 If your application is scaled, application monies received may be greater than the value
of the New Shares actually allotted. The difference between the value of the New
Shares allotted and application monies received will be refunded to Applicants within 10
Business Days of the Closing Date. No interest will be paid on refunded monies.
4. Oversubscription Facility
4.1 Applicants who apply for 15,000,000 New Shares for an application amount of $15,000
may also apply for additional New Shares at the Issue Price under the Oversubscription
Facility. Applicants may apply for any number of New Shares however the
Oversubscription Facility is subject to Shortfall availability.

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4.2 In the event that the total number of New Shares for which Oversubscription Facility
applications are received exceed the total number of New Shares in the
Oversubscription Facility, Promisia will scale back applications pro-rata (by reference to
the number of New Shares applied for) by applying the following formula:
Y = (B ÷ A) x N
Where:
Y is the number of scaled back New Shares that an Eligible Shareholder
will be allotted from the Oversubscription Facility.
B is the aggregate number of New Shares available in the
Oversubscription Facility.
A is the aggregate number of New Shares applied for in the
Oversubscription Facility.
N is the number of New Shares applied for by an Eligible Shareholder
from the Oversubscription Facility prior to scaling.
If the calculation above produces a fractional number, the number of New Shares you
will be allotted will be rounded down to the nearest whole number of New Shares.
4.3 If a scaling is applied to the Oversubscription Facility, application monies received may
be greater than the value of the New Shares actually allotted. The difference between
the value of the New Shares allotted and application monies received will be refunded
to Applicants within 10 Business Days of the Closing Date. No interest will be paid on
refunded monies.
5. Custodian
5.1 Any Eligible Shareholder that:
(a) is a trustee corporation or a nominee company and holds Shares in Promisia
by reason only of acting for another person in the ordinary course of business
of that trustee corporation or nominee company; or
(b) holds Shares in Promisia by reason only of being a bare trustee of a trust to
which the Shares are subject,
is a custodian (Custodian) under this SPP.
5.2 Custodians may apply to purchase more than 15,000,000 New Shares under this SPP
without having to apply through the Oversubscription Facility but only up to the total
value of New Shares applied for by each beneficial owner for which the Custodian acts
as a Custodian. Custodians may confirm to Promisia that they are holding Shares as a
Custodian for beneficial owners by providing the written certification to Promisia
described in clause 5.3 below. Each beneficial owner may direct the Custodian to apply
on behalf of that beneficial owner for one of the Application options described in this
Offer Booklet. A separate Application Form must be completed for each beneficial
owner. Where two or more beneficial holders (in respect of New Shares held in the
name of a Custodian) are the same natural person, only one application per natural
person may be made by a Custodian.

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5.3 If a Custodian applies to purchase New Shares on behalf of a beneficial owner, the
Custodian must certify to Promisia in writing together with the application:
(a) that the Custodian holds Shares directly or indirectly as a Custodian for
beneficial owners;
(b) the number of those beneficial owners;
(c) in respect of each of the beneficial owners, how many New Shares the
beneficial owner or the beneficial owner’s agent has instructed the Custodian
to accept on behalf of that beneficial owner; and
(d) that the beneficial owner on whose behalf the Custodian is submitting an
application is not making an application themselves as an Eligible Shareholder
for New Shares under this SPP, and no other Custodian is submitting an
application under the SPP for that beneficial owner.
6. Completing the Application Form and Paying for Shares
6.1 If you wish to participate in this SPP, you must complete the Application Form and
provide payment in accordance with the instructions on the Application Form. Cheques
must be drawn on a New Zealand bank account and be for immediate value. You may
lodge your application (together with payment) directly with Promisia’s share registrar,
Link Market Services Limited (Link).
6.2 To be valid, applications must be received by Link by 5.00pm on 24 March 2021.
Application Forms received after that date will only be accepted at Promisia‘s discretion.
6.3 Application Forms should be sent and payment should be made in accordance with
instructions on the Application Form.
6.4 Subject to applicable law and the Listing Rules, the Board of Promisia may, at its sole
discretion extend or bring forward the Closing Date. Any such change will be
communicated to Shareholders through Promisia making a market announcement to
NZX.
7. Promisia’s Discretion to Accept or Reject Applications
7.1 Promisia has discretion to accept or reject your application to purchase New Shares
under this SPP, including (without limitation) if:
(a) your Application Form is incorrectly completed, incomplete or otherwise
determined by Promisia to be invalid;
(b) your cheque or direct debit is dishonored or has not been completed correctly;
(c) the cheque that you enclose with your Application Form or your bank deposit
is not in New Zealand dollars for the exact amount of the parcel that you have
selected on the Application Form;
(d) your Application Form is received after the Closing Date. While Promisia has
discretion to accept late Application Forms and payment, there is no
assurance that it will do so;

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(e) Promisia believes that you are not an Eligible Shareholder or Custodian; or
(f) Promisia considers that your application does not comply with these terms
and conditions.
7.2 Where Promisia rejects an application under the terms and conditions of this SPP, any
application monies received in respect of the rejected application will be refunded to the
affected Applicants within 10 Business Days of the Closing Date. No interest will be
paid on any such refunded monies.
8. Significance of Sending in an Application
8.1 If you apply to participate in the SPP by completing and returning the Application Form:
(a) your application, on these terms and conditions, will be irrevocable and
unconditional (i.e. cannot be withdrawn);
(b) you certify to Promisia that you are an Eligible Shareholder entitled to apply
for New Shares under these terms and conditions;
(c) you agree to be bound by the constitution of Promisia;
(d) you authorise Promisia (and its officers or agents) to correct any error in, or
omission from, your Application Form and to complete the Application Form by
the insertion of any missing details;
(e) you acknowledge that Promisia may at any time irrevocably determine that
your Application Form is valid, in accordance with these terms and conditions,
even if the Application Form is incomplete, contains errors or is otherwise
defective;
(f) you accept the risk associated with any refund that may be despatched to you
by cheque to your address shown on Promisia’s share register;
(g) you agree to indemnify Promisia for, and to pay to Promisia within 5 Business
Days of demand, any dishonor fees or other costs Promisia may incur in
presenting a cheque or direct debit for payment which is dishonored;
(h) you acknowledge that none of Promisia, its advisers or agents has provided
you with investment advice or financial product advice, and that none of them
has an obligation to provide advice concerning your decision to apply for and
purchase New Shares under this SPP;
(i) you acknowledge the risk that the market price for the Shares may change
between the Record Date, the date that you apply for the New Shares under
this SPP and the Allotment Date. A change in market price during this period
will not affect the Issue Price but may affect the value of the New Shares you
receive under this SPP;
(j) you acknowledge that Promisia is not liable for any exercise of its discretions
referred to in these terms and conditions; and

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(k) you irrevocably and unconditionally agree to these terms and conditions and
agree not to do any act or thing which would be contrary to the spirit, intention
or purpose of this SPP.
8.2 If a Custodian applies to purchase Units under this SPP for a beneficial owner pursuant
to clause 5.2, the matters referred to in clause 8.1 will be taken to be given by each
beneficial owner on whose behalf the Custodian is applying to purchase New Shares.
9. The New Shares
9.1 New Shares issued under this SPP will rank equally with each other and will have the
same voting rights, dividend rights and other entitlements as existing fully paid Shares
in Promisia.
10. Financial Statements
10.1 You may obtain free of charge the most recent annual report and financial statements of
Promisia by contacting Promisia (see the Company Directory for details), or you may
download these reports from the NZX website at
https://www.nzx.com/companies/PHL/announcements or the Promisia website at
https://www.promisia.com/financial-reports.
11. Amendments to the SPP and Waiver of Compliance
11.1 Notwithstanding any other term or condition of this SPP and/or the Application Form,
Promisia may, at its discretion:
(a) make non-material modifications to this SPP or such terms and conditions (in
which applications for New Shares under this SPP will remain binding on the
applicant notwithstanding such modification and irrespective of whether an
Application Form was received by Link before or after such modification is
made); and/or
(b) suspend or terminate this SPP at any time prior to the allotment of New
Shares under this SPP. If this SPP is terminated, application monies will be
refunded to Applicants within 10 Business Days of the Offer being withdrawn.
No interest will be paid on refunded monies.
11.2 Subject to law and the Listing Rules, Promisia reserves the right to waive compliance
with any provision of these terms and conditions. If Promisia waives compliance with
any provision of these terms and conditions, such waiver will apply to all Eligible
Shareholders.
12. Governing Law
12.1 These terms and conditions shall be governed by and construed in accordance with the
laws of New Zealand.
13. Dispute Resolution
13.1 If any dispute arises in connection with this SPP, Promisia may settle it in any manner it
thinks fit. It may do so generally or in relation to any particular participant, application or
Share. Promisia’s decision will be final and binding.

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14. Inconsistency
14.1 Unless otherwise determined by the Directors, in the event of any inconsistency
between the terms and conditions of this SPP and Promisia’s constitution, Promisia’s
constitution shall prevail.

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ADDITIONAL INFORMATION

Quotation of New Shares

The New Shares offered under this SPP will be quoted on the NZX Market. The NZX Market is a
licensed market operated by NZX, which is a licensed market operator regulated under the
Financial Markets Conduct Act 2013. It is expected that the New Shares will be quoted
immediately upon completion of the allotment procedures. NZX accepts no responsibility for any
statement in this Offer Booklet.
Dividend Policy
Promisia does not intend to make any dividend payments within the foreseeable future.

Any immediate profits generated by Promisia will be applied towards the growth strategies
outlined in this Offer Booklet. If this strategy is successful, shareholders may benefit from an
increase in the market price of the Shares.

The Directors intend to adopt a dividend policy of paying 50% of net profit after tax less
repayment of bank debt as growth is secured. Subject to business performance and capital
requirements, the Directors current intention is to declare the first dividend for FY2022. The
current view of the Board is that debt should be at 50% of asset value before dividends can be
considered.

Despite the intentions set out above, Promisia can give no guarantees or assurances as to when
Promisia will be in a position to pay dividends to shareholders, the level or frequency of any
dividend (or other distributions, if any) payable, or the level of imputation credits, if any, attached
to any dividends.

Any changes to PHL’s dividend policy will be announced to shareholders on NZX’s website
(www.nzx.com).

A dividend can only be declared if Promisia will, immediately after paying the dividend, comply
with the solvency test under the Companies Act and its banking covenants.


THE INFORMATION CONTAINED IN THIS OFFER BOOKLET DOES NOT CONSTITUTE
FINANCIAL PRODUCT ADVICE AND DOES NOT TAKE INTO ACCOUNT THE INVESTMENT
OBJECTIVES, FINANCIAL SITUATION, TAX POSITION OR PARTICULAR NEEDS OF
INDIVIDUALS. IF YOU ARE IN DOUBT AS TO THE COURSE OF ACTION YOU SHOULD
FOLLOW, YOU SHOULD CONSULT YOUR STOCKBROKER, ACCOUNTANT, TAXATION
ADVISER, SOLICITOR OR OTHER PROFESSIONAL ADVISER BEFORE PARTICIPATING IN
THE SPP.

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GLOSSARY
Allotment Date By 31 March 2021
Applicant An investor whose application for New Shares (and payment of the corresponding
Issue Price) has been received by the Registry prior to the Closing Date.
Application Form The personalised application form relating to this SPP that you received with this
Offer Booklet, including the instructions on the reverse of that form.
Board The board of directors of Promisia.
Business Day Has the meaning given to it in the Listing Rules.
Closing Date 24 March 2021.
Custodian See clause 5.1 of the Terms and Conditions for the definition of “Custodian”.
Directors The directors of Promisia.
Eligible
Shareholder
Subject to clause 1.4 of the Terms and Conditions, a person who, at 5.00pm on the
Record Date, was recorded in Promisia’s share register as being a registered
holder of Shares and is resident in New Zealand.
FMCA Financial Markets Conduct Act 2013.
Issue Price The price at which the New Shares will be issued pursuant to this SPP being
NZ$0.001 per New Share.
Listing Rules The NZX listing rules of NZX in relation to the NZX Main Board (or any market in
substitution for that market) in force from time to time, read subject to any
applicable rulings or waivers.
New Shares Up to approximately 5,000,000,000 fully paid ordinary shares in Promisia under this
Offer and would rank equally in all respects with Shares if issued.
NZX NZX Limited.
NZX Market The equity security market operated by NZX.
Offer The offer to Eligible Shareholders to subscribe for New Shares, pursuant to the
SPP.
Offer Booklet This Booklet containing the SPP offer to Eligible Shareholders.
Opening Date 3 March 2021
Oversubscription
Facility
The facility described under clause 4 of the Terms and Conditions and comprised of
all New Shares that are Shortfall.
Promisia Promisia Healthcare Limited (NZCN 442738)
Record Date 5pm on 2 March 2021.
Shareholder A registered holder of Shares.
Shares Ordinary shares of Promisia which are, or once allotted under this SPP will be,
quoted on NZX under the code “PHL”.
Shortfall Any New Shares available under this Offer that are not subscribed for by
Applicants.
SPP The Share Purchase Plan detailed in this Offer Booklet where Eligible Shareholders
may subscribe for New Shares at the Issue Price.

March 2021 Share Purchase Plan
Terms and Conditions Booklet



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18

COMPANY DIRECTORY
Promisia Healthcare Limited
Level 5, 22 Panama Street
Wellington 6011
Telephone: +64 449 95563
Email: info@promisia.com
Website: https://www.promisia.com/

Directors
Stephen Underwood
Thomas Brankin
Helen Down
Duncan Priest

Share Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
Telephone: +64 9 375 5998
Email: applications@linkmarketservices.co.nz

Legal Advisors
Duncan Cotterill
Level 2, Chartered Accountants House
50 Customhouse Quay
PO Box 10376
Wellington 6143

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12704172_1 1

2 March 2021

Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011

Notice of Offer of Same Class Financial Products for Issue

Promisia Healthcare Limited (PHL) intends to undertake a share purchase plan offer for new
shares in PHL (New Shares) to its eligible shareholders (those on the share register on the
record date of 2 March 2021) (the Offer).

Pursuant to clause 19(1) of Schedule 8 of the Financial Markets Conduct Regulations 2014
(Regulations) and clause 19(1) of Schedule 1 of the Financial Markets Conduct Act 2013
(FMCA), PHL advises that:

1. The Offer is being made in reliance upon the exclusion in clause 19 of Schedule 1 of
the FMCA and PHL is giving this notice (Cleansing Notice) under clause 49G(2)(e)
of the Regulations.

2. As at the date of this Cleansing Notice, PHL is in compliance with:

(a) the continuous disclosure obligations that apply to it in relation to PHL listed
securities; and

(b) its “financial reporting obligations” within the meaning set out in clause 20(5)
of Schedule 8 of the Regulations.

3. As at the date of this Cleansing Notice, there is no information that is “excluded
information” within the meaning set out in clause 20(5) of Schedule 8 of the
Regulations.

4. The potential effects that the Offer and the issue of New Shares will have on the
“control” (within the meaning of clause 48 of Schedule 1 of the FMCA) of PHL and the
consequences of those effects are as follows:

(a) The Offer is limited to 5,000,000,000 shares (Offer Size) which represents 29.6%
of all shares on issue in PHL prior to the Offer being made. The Offer Size is not
considered by PHL to constitute a material parcel of New Shares (in control
terms), particularly given that PHL has a broad shareholding spread of more than
1,500 shareholders and the vast majority of them are eligible shareholders who
may participate in the Offer. Mr Thomas Brankin, and his associated persons, are
not eligible to participate in the Offer.

(b) In some cases, shareholders with registered addresses outside of New Zealand
may not be eligible to participate in the Offer (and their percentage shareholding
will be diluted as a result of the issue of New Shares), due to the legal
requirements of the relevant jurisdiction being unduly onerous for PHL to make
the Offer in that jurisdiction. However, PHL does not consider that any overseas
shareholders currently have any material control of PHL and therefore that any
potential dilution will not materially affect control.

(c) The Offer is not a pro rata offer and eligible shareholders have a fixed entitlement
to New Shares. Applications will be scaled back if all applications received in the
Offer exceed the Offer Size. Accordingly, due to the fixed entitlement
shareholders may be unable to maintain their existing proportionate shareholding
in PHL through participation in the Offer.

12704172_1 2
On behalf of the Board,




Stephen Underwood
Chairman
Promisia Healthcare Limited