Investor Presentation and Capital Raise announcement

Market Announcement
2 July 2024

INVESTOR PRESENTATION AND CAPITAL RAISE ANNOUNCEMENT

As per the announcement of 25 June 2024, Promisia Healthcare Limited (Promisia) (NZX: PHL) will be
undertaking a capital raise in July 2024 by way of a combination of placements and a share purchase
plan offered to all shareholders (Offer).
Promisia’s Investor Presentation
As part of this announcement, Promisia are pleased to share with the market a copy of Promisia’s
investor presentation. This presentation has a strong focus on Promisia’s strategic outlook and
provides comprehensive updates on the following:
• Promisia’s existing portfolio, operations and strategic objectives;
• commentary on the positive FY24 results and FY25 outlook;
• details around the mechanics of the Cromwell acquisition and the financial impact; and
• Promisia’s growth objectives and value opportunities.

The Offer
The Board has resolved to undertake the Offer at $0.001 per share with a minimum of $3 million to
be raised. The Board has discretion to accept oversubscriptions of up to $1 million.
In addition, Promisia will offer one warrant for every share acquired under the Offer for no
additional consideration. Each warrant gives shareholders the right, but not the obligation, to
subscribe for one additional ordinary share in PHL on or before the expiry date for an exercise price
of $0.002. The expiry date of the warrants is 24 March 2027. Application has been made to NZX for
quotation of the warrants on the NZX Main Board and all the requirements of NZX that can be
complied with on or before the date of this announcement have been duly complied with. However,
NZX accepts no responsibility for any statement in this announcement.
The share purchase plan is intended to open on Thursday 11 July 2024 with a record date of
Wednesday 10 July 2024. Eligible shareholders will be able to apply for NZ$50,000 of shares at an
issue price of NZ$0.001, with the ability to over or under subscribe.
Shares issued under the placement and SPP will rank equally and be of the same class as the shares
quoted on the NZX Main Board.
The proposed timetable of the share purchase plan is below:




Event Date
SPP Ex date Tuesday 9 July
Record Date for SPP Wednesday 10 July (5pm)
SPP Opens Thursday 11 July
SPP closes Monday 29 July (5pm)
Settlement and allotment of SPP Monday 5 August

The dates set out in the table above are subject to change and are indicative only.
Authority for this announcement:
Rhonda Sherriff, Chair, Promisia Healthcare Limited
For more information, please contact:
Francisco Rodriguez Ferrere, General Manager – Finance, Promisia Healthcare Limited
Phone: +64 21 245 1801 or email: Francisco.rf@promisia.co.nz
About Promisia Healthcare
Promisia is a New Zealand based aged care and retirement living provider, with a focus on delivering
quality personalised care. Our aim is to be the aged care provider of choice in our communities. Our
facilities are located in well-established and well serviced towns and metropolitan areas. Our goal is
to profitably grow our business in a sustainable manner, delivering quality care to our residents,
peace of mind to their families and whanau, and excellent value to our villages, community and
shareholders. Promisia is listed on the NZX (NZX: PHL). http://www.promisia.co.nz.

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Corporate Action Notice
(Other than for a Distribution)
Updated June 2024
Page 1 of 2

Section 1: Issuer information
Name of issuer Promisia Healthcare Limited
Class of Financial Product Ordinary shares
NZX ticker code PHL
ISIN (If unknown, check on NZX
website)
NZPRPE0001S5
Name of Registry MUFG Pension & Market Services (formerly Link
Market Services)
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
X Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Placement
Record date 5pm, Wednesday 10 July 2024
Ex Date (one business day before the
Record Date)
9 July 2024
Currency NZD
Section 6: Share Purchase Plans/retail offer
Number of Equity Securities to be
issued

Up to 4,000,000,000 ordinary shares in PHL (in
accordance with NZX Listing Rules 4.3.1(c) and 4.5.1)
Minimum application amount (if
any)
N/A
Maximum application amount per
Equity Security holder
$50,000.00 (with the ability to accept oversubscriptions)
Subscription price per Equity
Security
$0.001
Scaling reference date
1
By reference to holdings at Record Date

2 of 2
Closing date 5pm, 29 July 2024
Allotment date 5 August 2024
Section 9: Authority for this announcement
Name of person authorised to make this
announcement
Rhonda Sherriff, Chair
Contact person for this announcement Francisco Rodriguez Ferrere, General Manager
Contact phone number 021 245 1801
Contact email address Francisco.rf@promisia.co.nz
Date of release through MAP 2/07/2024

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1
Promisia Healthcare
Investor presentation
July 2024

2
Disclaimer
Promisia Healthcare Limited (Promisia) is raising capital and this presentation (Presentation) is provided in relation to the opportunity to invest in
Promisia’s capital raising (Opportunity).
About this Presentation
Although reasonable care has been taken in the preparation of this Presentation, no information has been independently verified by any person. No
representation or warranty, express or implied, is made nor is any responsibility accepted with respect to the completeness or accuracy of this
Presentation.
Forward Looking Statements
This Presentation contains forward looking statements. Such statements, estimates, projections and forecasts reflect various assumptions which
may or may not prove to be correct and may be within or outside the control of Promisia. Actual results may differ materially.
Limited Liability
To the extent permitted, no person shall have any responsibility or liability arising in respect of the information contained in this Presentation or in
any way for errors or omissions in it (including by reason of negligence).
Due Diligence
This Presentation does not contain or disclose all information that may be required to evaluate the Opportunity. This Presentation may also be
amended or supplemented at any time. If an offer of financial products of Promisia financial products is made in the future, prospective investors
should conduct their own investigations, verifications and assessment of the merits of the Opportunity, identify the information that they require,
request such information from
Promisia and engage their own professional advisers to advise them on it. This Presentation alone should not form
the basis for such an investment decision.
No Recommendation
This Presentation is not an investment recommendation or investment advice to make an investment in Promisia or in the industry sectors in
which Promisia operates.

3
Contents
Group portfolio and operations Slides 4 - 8
FY24 results and FY25 outlook Slides 9 - 12
Cromwell acquisition Slides 13 - 17
Capital raise and financial position Slides 18 - 25

4
Our Current Portfolio
Promisia Healthcare has a
portfolio of four aged care
facilities, specialising in high care
needs and specialised aged care.
Our group comprises more than
400 available beds and 44
independent living villas.
All facilities are fully owned by
Promisia.
Ranfurly Manor, Feilding
Beds161
Villas38
Staff131
SiteOwned
Nelson Street, Feilding
Beds49
Villas-
Staff38
SiteOwned
Eileen Mary, Dannevirke
Beds58
Villas6
Staff45
SiteOwned
Aldwins House, Christchurch
Beds144
Villas-
Staff84
SiteOwned

5
Ranfurly Manor, Feilding
Care Facility
•79 dual (rest home & hospital) care beds
•25 specialised dementia care beds
•87% occupancy
Village & Occupational Rights Agreements
•57 apartments, providing either assisted living or
full care
•38 villas
•Villas 100% occupied, 24 available apartments
Key Financials
•$10.5m gross annualised revenue
•$3.7m EBITDA (FY24)
•March 24 valuation of $30.7m (+16% vs Mar 23)
Key strategic objective / value opportunity
•Sell down of available apartments
•Increase care occupancy to >92%

6
Care Facility
•49 Rest home level care beds
•Significant refurbishment completed in 2017
•Figure of 8 formation with two central
courtyards
•Regional demand for dementia care coupled
with its location, size and layout, makes it ideal
to transition up to 50% of the beds to
dementia level care
Key Financials
•$2.6m gross annualised revenue
•$0.7m EBITDA (FY24)
•March 24 valuation of $4.15m (+19% vs Mar 23)
Key strategic objective
•Secure certification for 20+ rest home level
dementia care beds
•Increase and maintain occupancy above 92%
Nelson Street, Feilding

7
Aldwins House, Christchurch
Care Facility
•Large scale purpose-built two-story care facility
southeast of Christchurch CBD
•Extensive refurbishment completed in 2020
•144 dual care beds, most with ensuites
•Recent certification for up to 40 YPD residents
(young people with lifelong disabilities and longer
length of stay)
•115 residents (June 2024)
Key Financials
•c.$9.5m gross annualised revenue (at 115 residents)
•$1.4m EBITDA (FY24)
•March 24 valuation of $18.1m (+13% vs Mar 23)
Key strategic objective / value opportunity
•Niche YPD care offering is a key opportunity, with
significant demand for this type of care
•Increase occupancy to >135 residents (>94%)

8
Care Facility & Village
•39 dual care beds
•19 apartments (occupational rights
agreements) providing either rest home or
hospital level care
•6 Villas (all occupied)
Key Financials
•$3.6m gross annualised revenue
•$1.0m EBITDA (FY24)
•March 24 valuation of $6.5m
Key strategic objective
•Exit in the short term, recycling capital into
future acquisitions
Eileen Mary, Dannevirke

9
Results to 31 March 2024
A solid full year result, with particularly strong
second half performance.
Impact and momentum being created by the
new leadership team is evident, with
immediate focus on:
•Increasing occupancy, including strategic
care bed repurpose (Aldwins House and
Nelson Street)
•Successful sell down of ORAs
•Focus on improving the quality of care to
meet the needs of our clients
•Ensuring appropriate financial controls and
rigour
•Staff engagement, systems and training
Operating Revenue: $26.3m(+10%)
Operating Expenses:$18.9m(+7%)
Underlying EBITDAF: $3.8m(-7%)
NPAT: $1.6m(+136%)
Total Assets: $84.3m(+18%)
Debt: $29.2m(-6%)
NTA per share:0.126c(+37%)

10
Building a stronger foundation for growth
Stronger business
Invest in our business and our people, creating
a robust scalable platform for growth, with
strong leadership and governance
Network Expansion
Grow our network through strategically located
value-accretive acquisitions, brownfield and
greenfield developments
Diverse Revenue Streams
Increase the focus on independent living
options, broaden the range of services at each
facility and increase the number of higher
acuity beds
Maximise Occupancy
Grow revenue through offering quality care to
maximise occupancy at existing and future
facilities; and repurposing beds as needed to
meet market demand
Operational and financial performance a result of our laser focus on
our four strategic pathways:

11
Growth objectives and value opportunities
Aldwins House
•Obtain certification for 40 YPD
beds (completed)
•Increase YPD resident from 15 to
40 (underway)
•Maintain occupancy levels above
135 residents (>94%)
Capital recycling
•Prepare Eileen Mary for potential sale (complete)
•Recycle proceeds from disposals into growth and value
add opportunities (underway)
Nelson Street
•Certification for 20 dementia care
beds (underway)
•Conversion of wing into specialised
dementia unit (designs complete,
light capex required)
•Lift occupancy from 80% to >92%
Ranfurly Manor
•Widen offering for apartments to
include assisted living (complete)
•Targeted care suite and assisted
living marketing (underway)
•Sell down available apartments
Cromwell acquisition
•Secure financing for acquisition of Golden View and
Ripponburn care facilities (underway)
•Integrate Cromwell facilities into wider Promisia group
(resident and staff engagement underway)
•Realise operational efficiencies (pathway completed)
Organic growth
Capital recycling and acquisitions

12
Outlook for year ending March 2025
Expect double digit earnings growth from existing operations
Operational improvements already complete or underway can
expect a positive impact on valuations
Planned acquisitions to be both materially accretive to earnings
and NTA

13
Planned Acquisition Cromwell, Central Otago
$33m being paid for two villages and
facilities adjacent to each other in
Cromwell.
Golden View
Large scale retirement village established
in 2016, with integrated care facility built
in 2022.
Ripponburn
Older care facility with additional
bungalow style villas. Significant
development potential with 2.8 hectares
of land across the site.
Provides exposure to the growing large
population in the Central Otago region,
with lower land prices than Wanaka or
Queenstown and much better availability
to care staff.
Golden View Care Facility and Village
Ripponburn Hospital and Home

14
Golden View Care Facility
and Village, Cromwell
Care Facility & Village
•60 bed care facility, comprised of:
•48 dual care bed facility
•12 bed dementia level care wing
•19 serviced apartments
•102 independent living units (1-3 bedroom villas)
•Community and recreational facilities
Occupancy
•Care facility: 97%
•Villas: 100%
Valuation (care facility and apartments)
•March 2024: $14m

15
Ripponburn Hospital and
Home, Cromwell
Care Facility & Village
•46 dual care beds
•16 villas, 2 bed units with garage
•27,935 sqm of land across the site, over 70% of
which has potential for future development
Occupancy
•Care facility: 96%
•Villas: 100%
Valuation
•March 2024: $5m

16
Cromwell Acquisition
Financial impact
Earnings accretive
•c. $10.5m of gross annualised
operating revenue
•Significant cost saving synergies
identified using Promisia’s scale and
established platform
•Acquisition in stages allowing
payment to be spread over time and
matches operational cash flows profile
Value creation
Day one valuation uplift:
•Stage one purchase price of $14m
•Combined asset valuation of $19m
•+0.02 cent (or +15%) uplift to March
2024 NTA per share

17
Transaction structure
and funding
Stage one
Acquisition of:
•Golden View care facility
•Golden View apartments
•Ripponburn facility and village
$14m purchase price with completion and settlement
August 2024
To be funded by way of:
•$7.5m of bank & debt financing
•$3.0m proceeds from asset sales
•$3.5m new equity to be raised
Golden View village leased over for 4-year period
•Vendor receives 40% of ORA net proceeds
•PHL receives 60% of ORA net proceeds
•No rent payable
Stage two
Acquisition of:
•Golden View village and recreational facilities
$19.35m purchase price, completion August 2028
To be funded by way of:
•$6m of convertible notes, issued August 2024
(0% coupon, 50% convertible at holder’s option into
shares at 0.1 cents by August 2025, 50% by August
2028)
•$8.6m of cash (paying $180k monthly from August
2024 over 4 years, effectively a deposit on
consideration)
•$4.7m cash payable August 2028

18
Equity to be raised
•Minimum of $3 million to be raised by way of placement and additional Share Purchase
Plan (SPP)
•Pricing $0.001
•Issue price at a 21% discount to NTA
•Shares to be in all respects equivalent to existing equity, and NZX listed
•For every share subscribed in addition will be attached 1 warrant which can be
exercised up to 24
th
March 2027 at $0.002
•An application will be made to the NZX to get the free attached warrant to be listed as
a separate security
•All Promisia Healthcare Board members to participate
•Discretion to accept $1 million in oversubscriptions
Legal and advisory costs for capital raise are estimated at $0.25m

19
Indicative impact on shareholder register
Top 5 shareholders
All other shareholders
New placement
Share purchase plan
Exercised warrants
Exercised convertible notes
Current Register
1
Post July 24 placement & SPP
2
Following exercise of warrants
and convertible notes
3,4
Key Assumptions:
1
As at 30 June 2024. Total issued capital of 21,516,308,487 ordinary shares.
2
New placement of 3,000,000,000 ordinary shares at $0.001 per share. Assumed uptake of SPP at 500,000,000 ordinary shares at $0.001 per share.
3
Based on assumed August 2024 placement and SPP issuance, 3,500,000,000 warrants to be issued. Graph assumes exercise of all warrants and issuance of
3,500,000,000 of ordinary shares at $0.002 per share.
3
As part of the Cromwell acquisition, $6m of convertible notes to be issued to vendor at option price of $0.001 per share. Graph assumes exercise of all notes and
issuance of 6,000,000,000 of ordinary shares at $0.001 per share.

20
Indicative Financial Position
As at March 2024 ($ ’000)
Assets
Cash and working capital517
Fixed assets (plant & equipment)1,269
Care facilities, villages & land59,825
61,611
Liabilities
Borrowings(29,155)
Revenue received in advance (2,288)
Other liabilities(3,037)
(34,480)
Net Tangible Assets27,131
Deferred tax liabilities
(2,251)
Net Assets / Shareholders Equity24,880
Pro forma position ($ ’000)
Post Cromwell acquisition (August 2024)
1
Assets
Cash and working capital250
Fixed assets (plant & equipment)2,250
Care facilities, villages & land72,325
74,825
Liabilities
Borrowings(33,250)
Revenue received in advance (2,250)
Other liabilities(3,000)
(38,500)
Net Tangible Assets36,325
Deferred tax liabilities
(2,251)
Net Assets / Shareholders Equity34,074
1
Key assumptions: $3.5m of equity raised from new placement & SPP and net
proceeds from asset sales used to repay borrowings.

21
Debt Position and
Loan Covenants
BNZ have offered debt financing for Cromwell, as well
as refinancing of the wider Group.
This offer reflects our strong relationship with BNZ, and
the progress made in executing Promisia’s strategy
and delivering strong operational performance.
Cromwell
$7.5m secured BNZ term loan, conditional on:
•Successful capital raise
•Unconditional agreement for sale of Eileen Mary
Promisia Group
•Refinance of $6.5m Senior Trust loan
•Extension of $6.6m of existing facilities maturing in
October 2024
•Both on a 2-year term and at improved rates
March 2024
Post Cromwell
Transaction
BNZ$18.5m$29.3m
Senior Trust$6.5m-
Teltower$4.0m$4.0m
Total Group Debt$29.0m$33.3m
Villages and Facilities$59.8m$72.3m
LVR (%)
Group48%46%
BNZ31%40%
BNZ LVR covenant: BNZ drawn debt not to exceed 50% of
secured property value.

22
Promisia within the wider aged care sector
•Promisia’s key point of difference is our focus on larger sized aged care facilities, with a
medium to long term investment strategy, focusing on quality and value add
opportunities.
•Initially started with a small base, growing facilities with size and scale in care beds, with a
village component and/or greenfield development opportunities.
•Avoided consolidation and rollups, ensuring all acquisitions were prudent and long-term
investments.
•Our portfolio has the added advantage of being primarily provincially based, with lower
land values enabling a higher return on asset value.
•Investment strategy starting to show full potential. Significant value uplifts across Ranfurly
Manor and Aldwins House, with continued operational momentum to unlock further
value.

23
Proven track record of
creating value
Early 2020: Acquired lease of Aldwins House. Vacant
and undergoing significant refurbishment
December 2020: Refurbishment complete and first
wing opened
March 2022: Purchased freehold for $13m
March 2023: Acquired adjacent properties for growth
and development opportunities
October - March 2024: Development of YPD care
offering, diversifying revenue streams.
June 2024: Resident occupancy over 115 residents
Latest valuation (facilities & adjacent land): $18.1m
Aldwins House Case Study

24
Conclusion
Directors and Management team have shown an ability to materially add significant
shareholder value over the last 4 years, with Ranfurly Manor and Aldwins Road seeing
material valuation increases.
Cromwell is earnings accretive from day 1 and offers an attractive entry pricing into an
otherwise highly sought after, but expensive location of Central Otago.
Cromwell offers two sought after facilities that have strong customer demand and
availability of care staff.
Cromwell offers significant short term development potential at a time when further
development opportunities with Feilding and Aldwins Road are more long dated.
The Directors are all participating in the SPP.