Completion of Minimum Holdings Acquisition

Market Announcement
30 July 2021

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COMPLETION OF MINIMUM HOLDINGS ACQUISITION

Completion of Minimum Holdings Acquisition
Promisia Healthcare Limited (NZX:PHL) (Promisia) has completed the acquisition of shares held by
persons with less than a minimum holding.
51,518,410 Promisia shares (Minimum Holdings), representing 0.242% of its share register as at 30
July 2021, have been acquired at the volume weighted average price of a Promisia share on the NZX
Market over the preceding 20 business days, being $0.002 per share less reasonable sale expenses.
The Minimum Holdings have now been cancelled which has reduced PHL’s share register by 1,063
shareholders from 1,625 to 562 (34.58%).
Total consideration for the acquisition is $95,874.36. From that consideration, a donation of
$4,284.96 has been made to KidsCan. Link Market Services will be in contact with shareholders
entitled to proceeds for whom Link does not hold bank account details for. The aggregate proceeds
for shareholders who do not advise Link of their bank account details within 20 working days will
also be donated to KidsCan.
The acquisition has enabled shareholders to exit their small shareholdings cost effectively without
having to engage and pay for a broker, whose costs would be disproportionately high relative to the
value of their shareholding. The process has also enabled PHL to reduce its administration costs.
Issue of Shares
PHL is also pleased to announce that an additional $50,000 of new shares have been allotted at an
issue price of $0.001 per share to wholesale investors.
A further $30,570 of new shares have also been allotted at an issue price of $0.002 per share in
consideration for services provided to Promisia.
A capital change notice detailing the acquisition of minimum holdings and share issues accompanies
this announcement.

For enquires please contact:
Mr Stephen Underwood
Chairman
Ph 027 499 3387
ENDS

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Capital Change Notice


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Section 1: Issuer information
Name of issuer Promisia Healthcare Limited (PHL)
NZX ticker code PHL
Class of financial product Ordinary shares
ISIN NZPRPE0001S5
Currency New Zealand Dollars
Section 2: Capital change details
Number issued/acquired/redeemed
• The acquisition of 51,518,410
fully paid ordinary shares
(Minimum Holding Shares);
and
• The issue of 65,285,000 fully
paid ordinary shares being:
o 50,000,000 fully paid
ordinary shares
(Placement Shares);
and
o 15,285,000 fully paid
ordinary shares
(Marketing Shares).
Nominal value (if any) Not applicable.
Issue/acquisition/redemption price per security For the Minimum Holding Shares and
Marketing Shares, $0.002.
For the Placement Shares, $0.001.
Nature of the payment (for example, cash or other
consideration)
Consideration for the Minimum Holding
Shares and Placement Shares being
cash.
Consideration for the Marketing Shares
being the provision of branding and
marketing services.
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)
1

Percentage of total class of Financial
Products being acquired (prior to
acquisition of Minimum Holding Shares):
0.242%
Percentage of total class of Financial
Products being issued (prior to issue of
Placement Shares and Marketing
Shares): 0.308%
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

1

The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
For the Minimum Holding Shares,
providing an exit for small shareholders
and reducing administration costs.
Authorised by board resolutions.
For the Placement Shares, increasing
working capital. Authorised by
shareholder approval.
For the Marketing Shares, for branding
and marketing services. Authorised by
board resolutions.
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.
21,284,975,154
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
No
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
The Board has approved the acquisition
of Minimum Holding Shares under
sections 60 and 61 of the Companies
Act 1993 and in accordance with clause
9 of the company’s constitution and
Listing Rule 4.9(c).
Shareholders approved the issue of up
to 5 billion shares on 11 June 2020
under Listing Rule 4.2.1(a) under which
the Placement Shares have been
authorised.
The Board has approved the issue of
the Marketing Shares in accordance
with Listing Rule 4.5.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
New ordinary shares that rank equally
with existing ordinary shares.
Date of issue/acquisition/redemption 30 July 2021
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 July 2021