Opening of Share Purchase Plan offer

18617869_2


11 July 2024

NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
New Zealand

Notice Pursuant to Clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations
2014

Promisia Healthcare Limited (NZX:PHL) has announced that it intends to undertake a share purchase
plan and placements to raise a minimum of NZ$3 million and up to approximately NZ$4 million (the
Offer). In addition, PHL will issue one warrant for every share issued under the Offer for no additional
consideration. All retail investors residing in New Zealand will be able to participate in the Offer. The
shares issued under the Offer will be of the same class as the shares in PHL quoted on the NZX Main
Board.

Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 (the
Regulations), and the Financial Markets Conduct Act 2013 (FMCA), PHL advises that:

1 PHL is making the Offer to investors in reliance upon the exclusion in clauses 19(1) and
19(1A) of Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of Schedule
8 to the Regulations.
2 As at the date of this notice:
a) PHL is in compliance with the continuous disclosure obligations that apply to it in
relation to its quoted ordinary shares;
b) PHL is in compliance with its “financial reporting obligations” (as defined in clause 20(5)
of Schedule 8 of the Regulations); and
c) there is no information that is “excluded information” (as defined in clause 20(5) of
Schedule 8 of the Regulations).
3 The Offer may cause the current majority shareholders of PHL to hold less than 50% of all
shares on issue in PHL following allotment of the Offer. Otherwise, the Offer is not expected to
have any effect on the control of PHL within the meaning set out in clause 48 of Schedule 1 of
the FMCA.
For and on behalf of the Board
Rhonda Sherriff
Chair of the Board
Promisia Healthcare Limited

---

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Promisia Healthcare Limited



SHARE PURCHASE PLAN FOR SHARES AND WARRANTS

OFFER BOOKLET

11 July 2024





This is an important document. You should read the whole document before deciding whether to
subscribe for shares. If you have any doubts about what to do, please consult your financial or legal adviser.

Apply online at https://promisia.capitalraise.co.nz by 5:00pm (New Zealand time) on 29 July 2024


This Offer Booklet is prepared in reliance upon clause 19 of Schedule 1 of the Financial Markets
Conduct Act 2013.

This Offer Booklet is an important document. You should read the entire document before
deciding what action to take. If you have any doubt as to what you should do, please consult your
broker, financial, investment or other professional advisor.

This Offer Booklet may not be distributed outside New Zealand.

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SECTION 1: IMPORTANT INFORMATION
General Information
This Offer Booklet has been prepared by Promisia Healthcare Limited (Promisia or PHL) in connection
with an Offer of new shares in PHL under a share purchase plan. In addition, for every 1 new Share
allotted to an Applicant, 1 Warrant will also be allotted for no additional consideration.
The Offer is conditional on:
• Promisia raising (under this Offer and under placements being undertaken in conjunction with
this Offer) a minimum of $3 million in new capital by 31 July 2024; and
• shareholders approving the issue of warrants at the special shareholders meeting scheduled for
31 July 2024
(Condition Date).
The Offer is made under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act
2013 (FMCA).
This Offer Booklet is not a product disclosure statement or other disclosure document for the purposes
of the FMCA or any other law, has not been lodged with the Financial Markets Authority, and does not
contain all of the information that an investor would find in a product disclosure statement or other
disclosure document, or which may be required in order to make an informed investment decision about
the Offer or Promisia.
All dollar amounts referenced in this Offer Document are in New Zealand dollars.
Additional information available under PHL’s continuous disclosure obligations
Promisia is subject to continuous disclosure obligations under the NZX Listing Rules. You can find market
releases by Promisia at www.nzx.com under the ticker code “PHL”. This includes PHL’s current investor
presentation and most recent annual report.
Promisia may, during the period of the Offer, make additional releases through the NZX Market
Announcement Platform. To the maximum extent permitted by law, no release by Promisia to the market
via the NZX Market Announcement Platform will permit an applicant to withdraw any previously
submitted application without Promisia’s prior consent.
The market price of Shares may increase or decrease between the date of this Offer Booklet and the
Allotment Date of the new Shares. Any changes in the market price of Shares will not affect the Issue
Price, and the market price of the new Shares following allotment may be higher or lower than the Issue
Price.
Offer Restrictions
This Offer Booklet does not constitute an offer, advertisement or invitation in any place in which, or to
any person to whom, it would not be lawful to make such an offer or invitation.

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The distribution of this Offer Booklet (including an electronic copy) outside New Zealand may be
restricted by law. In particular, this Offer Booklet may not be distributed to any person outside of New
Zealand.
If you come into possession of this Offer Booklet, you should observe any such restrictions. Any failure
to comply with such restrictions may contravene applicable securities law. Promisia disclaims all liability
to such persons.
Changes to the offer
Subject to the NZX Listing Rules, Promisia reserves the right to alter the dates set out in this Offer Booklet
including extending the Condition Date by up to one (1) month.
Additionally, Promisia reserves the right to withdraw all or any part of the Offer (either generally or in
particular cases) and the issue of the new Shares and granting of Warrants at any time before the
Allotment Date at its absolute discretion.
No guarantee
No guarantee is provided by any person in relation to the new Shares and Warrants to be issued pursuant
to the Offer. Nor is any warranty provided with regard to the future performance of Promisia or any
return on any investments made pursuant to this Offer Booklet.
Decision to participate in the Offer
The information in this Offer Booklet does not constitute a recommendation to acquire or invest in
Shares and Warrants and nor does it amount to financial product advice. This Offer Booklet has been
prepared without taking into account the particular needs or circumstances of any investor, including an
investor’s investment objectives, financial and/or tax position.
Privacy
Any personal information provided by Applicants via the online application form will be held by Promisia
or the Registry at the addresses set out in the directory of this Offer Booklet.
Promisia and/or the Registry may store your personal information in electronic format, including in
online storage or on a server or servers which may be located in New Zealand or overseas. The
information will be used for the purposes of administering your investment in Promisia.
This information will only be disclosed to third parties with your consent or if otherwise required or
permitted by applicable law. Under the Privacy Act 2020 you have the right to access and correct any
personal information held about you.
Enquiries
Enquiries about the Offer can be directed to your broker, financial, investment or other professional
advisor. If you have any questions about the number of Shares that comprise your entitlements, or how
to apply using the online form, please contact the Registry.

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Defined terms and times
Capitalised terms used in this Offer Booklet have the specific meaning given to them in the Glossary of
this Offer Booklet. References to times and dates are to times and dates in New Zealand (unless
otherwise specified).

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SECTION 2: CHAIRMAN’S LETTER

Dear Shareholder,

Share Purchase Plan
On behalf of the Directors of Promisia, I am pleased to offer you an opportunity to participate in a share
purchase plan announced to the market on Tuesday 2 July 2024. We seek to raise NZD$3 million through
the Offer and under placements being undertaken in conjunction with this Offer with an ability to accept
$1 million in oversubscriptions.

Purpose of the Offer
Promisia is undertaking this capital raise to fund its growth. The funds raised under this Offer will be
invested into funding the acquisition of Golden View Lifestyle Village and Ripponburn Lifestyle Village in
Cromwell. Our goal is to continue our revenue growth and achieve profitability in the near term. Our
investor presentation is available on the NZX website under the ticker code “PHL” for further information
concerning these acquisitions.

Offer Terms
The maximum number of Shares available under this Offer is 4,000,000,000 Shares. You may apply up to
$50,000 of Shares for an offer price of $0.001 per Share with the ability to oversubscribe. Any
oversubscription amounts may be scaled in accordance with the terms set out in this Offer Booklet.
Existing Shareholders will have their applications preferred in the event of scaling. For every 1 Share
allotted under this Offer, Applicants will receive 1 Warrant. Each Warrant entitles a holder to subscribe
for a Share in PHL for NZD$0.002 at any time until 24 March 2027 at the holder’s discretion.

The full Terms and Conditions of this Offer 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.

If you choose to apply for Shares under this Offer, please apply online at the following link
https://promisia.capitalraise.co.nz. Eligible shareholders have until 5.00pm (New Zealand time) on 29 July
2024 to apply for new Shares under the SPP offer.

On behalf of the Directors, I thank you for your support of Promisia.

Yours sincerely


Rhonda Sherriff
Chair

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SECTION 3: KEY INFORMATION

HOW YOU CAN PARTICIPATE IN THIS OFFER

This Offer is open to all retail investors residing in New Zealand. We encourage you to apply online at
https://promisia.capitalraise.co.nz by 5pm on Monday 29 July 2024.

Applicants have the following options under this Offer under each of the subscription options:

• Full Application: Subscribe for NZ$50,000 of Shares at an Issue Price of $0.001 per Share.

• Specified Application: Subscribe for any amount up to NZ$50,000 of Shares at an Issue Price of
$0.001 per Share.

• Oversubscribe: Subscribe for any amount over NZ$50,000 at an Issue Price of $0.001 per Share.

• No Application: Do nothing and your ability to apply for Shares under this Offer will lapse. Please
note that your shareholding will be diluted as a consequence.

There are 4 billion Shares available under this Offer. If Applications exceed the Shares available under
this Offer, Applications will be scaled back. Applications by Existing Shareholders will be preferred in the
event of scaling. Further information on the scaling provisions can be found in the Terms and Conditions
in section 4 of this Offer Booklet.

Detail of the Shares Offered
Description of the
new Shares
The new Shares will be the same class as, and ranking equally with,
Existing Shares.
Issue Price NZD$0.001 per New Share
Offer Size The maximum amount to be raised under the Offer is NZD$4,000,000
Number of new Shares Being
Offered
The maximum number of new Shares that are being offered under the
Offer is 4,000,000,000 new Shares.

Detail of the Warrants Offered
Description of Warrants
Warrants may be exercised at the discretion of a Warrant holder during
the Exercise Period by paying the Exercise Price to PHL. A Warrant
holder will receive one fully paid Share for every Warrant they exercise.
Application has been made to NZX for the quotation of the Warrants on
the NZX Main Board and all the requirements of NZX relating to the
quotation that can be complied with on or before the date of this
document have been complied with. However, the Warrants have not
yet been approved for trading and NZX accepts no responsibility for any
statement in this document. NZX is a licensed market operator, and the
NZX Main Board is a licensed market under the Financial Markets
Conduct Act 2013.

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If approved for trading, initial quotation of the Warrants on the NZX
Main Board is expected to occur following the Condition Date under the
ticker code “PHLWA”.
Warrants do not confer a right to receive dividends, vote or receive a
proportionate share of the surplus assets of PHL in a winding up.
Exercise Price NZD$0.002 per Warrant.
Exercise Period At any time on or before the Expiry Date.
Number of Warrants being
Offered
The maximum number of Warrants that are being offered under the
Offer is 4 billion Warrants
Expiry Date 24 March 2027


OFFER TIMETABLE

Event Date
Record Date (5pm) Wednesday 10 July 2024 (5pm)
Offer opens and Offer Booklet sent to Existing
Shareholders and the NZX
Thursday 11July 2024
Closing Date for Offer Monday 29 July 2024 (5pm)
Settlement and allotment of Shares and Warrants under
the Offer
By Monday 5 August 2024
Holding statements sent to Applicants On or around Monday 5 August 2024

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SECTION 4: TERMS AND CONDITIONS

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

1. Offer Eligibility
1.1 This Offer is an offer of new Shares to investors residing in New Zealand. Under the Offer,
investors are entitled to subscribe for new Shares, which will be the same class as, and will
rank equally with, existing Shares which are quoted on the NZX Main Board.
1.2 For every 1 New Share allotted to an Applicant, Promisia will issue 1 Warrant for no additional
consideration.
1.3 Applicants may only make a single application for Shares (in the case of Applications through a
custodian, by each beneficial owner) under the Offer. Joint holders of Shares are taken to be a
single registered holder of Shares for the purposes of determining whether they are an Existing
Shareholder or a Non-Shareholder.
2. Issue Price and Application
2.1 The Issue Price for Shares under this Offer is $0.001 per New Share. All references to dollars in
this Offer Booklet are in New Zealand dollars.
2.2 Existing Shareholders and Non-Shareholders may apply for up to $50,000 of Shares, with the
ability to oversubscribe for further shares. Any fractional Shares allocated under the Offer will
be rounded down to the nearest whole number of Shares.
2.3 Any Shares issued to Non-Shareholders are issued in accordance with NZX Listing Rule 4.5.1.
2.4 Shares issued to Existing Shareholders are issued in accordance with NZX Listing Rule 4.3.1(c)
and should the limit in that rule be exceeded in any respect, NZX Listing Rule 4.5.1.
2.5 Promisia has limited the number of Shares available under this Offer to 4 billion Shares.
3. Oversubscription Facility and Scaling
3.1 Applicants who apply for $50,000 of Shares may also apply for any number of additional Shares
at the same Issue Price under the Oversubscription Facility. The Oversubscription Facility is
subject to Shortfall availability and scaling.
3.2 Without limiting Promisia’s absolute discretion, Promisia expects to apply scaling in the
following situations:
(a) Pro-Rata Scale Back of Non-Shareholders: In the event that there are sufficient
Shares available in the Offer to satisfy all Existing Shareholder applications but
insufficient to meet all Non-Shareholder applications, Non-Shareholder applications
will be scaled back on a pro rata basis and all Existing Shareholder applications will be
accepted in full.

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(b) Proportionate Scaling of Existing Shareholders: If there are insufficient Shares
available to satisfy all Existing Shareholder applications, all Non-Shareholder
applications will be refused and Existing Shareholders will be scaled back to the extent
permissible to allow each Existing Shareholder to receive up to $50,000 of Shares with
the Oversubscription Facility scaled back by reference to each participating Existing
Shareholder’s shareholding in Promisia on the Record Date.
3.3 In either circumstance, each application may be scaled differently between Applicants. Some
Applicants may not be scaled or scaled by a small or large proportion. Without limiting
Promisia’s absolute discretion, Promisia will prioritise Existing Shareholder applications over
Non-Shareholder Applications.
3.4 An Existing 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.
Non-Shareholders are Applicants who are not Existing Shareholders.
3.5 If the calculations above produce a fractional number, the number of Shares you will be allotted
will be rounded down to the nearest whole number of Shares. If a scale back is applied,
application monies received may be greater than the value of the Shares actually allotted. The
difference between the value of the 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. Custodian
4.1 Any Applicant 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 Offer.
4.2 Custodians may apply to purchase more than $50,000 of Shares under this Offer without having
to apply through the Oversubscription Facility but only up to the total value of Shares applied
for by each beneficial owner for which the Custodian acts as a Custodian. Custodians may
confirm to the Registry that they are holding Shares as a Custodian for beneficial owners by
providing the written certification to the Registry described in clause 4.3 below. Each beneficial
owner may direct the Custodian to apply on behalf of that beneficial owner for one of the
parcels described in Section 3 of this Offer Booklet.
4.3 If a Custodian applies to purchase Shares on behalf of a beneficial owner, the Custodian must
certify to the Registry 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;

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(c) in respect of each of the beneficial owners, how many 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 Existing Shareholder for Shares under
this Offer, and no other Custodian is submitting an application under the Offer for that
beneficial owner.
5. Completing the Application Form and Paying for Shares
5.1 If you wish to participate in this Offer, we encourage you to apply online at
https://promisia.capitalraise.co.nzcomplete an online Application Form, and provide the correct
payment in accordance with the instructions on the Application Form. You must lodge your
application (together with payment) directly with the Registry.
5.2 Alternatively, a physical application form can be requested from Promisia’s share registry,
MUFG Pension & Market Services (formerly known as Link Market Services), at
applications@linkmarketservices.co.nz.
5.3 Applicants should make payment for the exact dollar amount applied for.
5.4 To be valid, applications must be received by the Registry by 5.00pm on Monday 29 July 2024.
Application Forms received after that date will only be accepted at Promisia’s discretion.
5.5 Subject to applicable law or regulation 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.
6. Promisia’s Discretion to Accept or Reject Applications
6.1 Promisia has discretion to accept or reject your application to purchase Shares under this Offer,
including (without limitation) if:
(a) your Application Form is incorrectly completed, incomplete or otherwise determined
by Promisia to be invalid;
(b) the application monies received is not for the exact amount of the parcel that you have
selected on the Application Form;
(c) 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;
or
(d) Promisia considers that your application does not comply with these Terms and
Conditions.
6.2 Where Promisia rejects an application under these Terms and Conditions, 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.

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7. Significance of Sending in an Application
7.1 If you apply to participate in the Offer 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 acknowledge that applications from Existing Shareholders will be prioritised over
applications from Non-Shareholders in accordance with 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, if applicable, your Custodian Certificate) and to
complete the Application Form (and, if applicable, the Custodian Certificate) by the
insertion of any missing details;
(e) you acknowledge that Promisia may at any time irrevocably determine that your
Application Form (and, if applicable, your Custodian Certificate) is valid, in accordance
with these Terms and Conditions, even if the Application Form (or, as applicable, your
Custodian Certificate) is incomplete, contains errors or is otherwise defective;
(f) 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 Shares and
Warrants under this Offer;
(g) you acknowledge the risk that the market price for the Shares may change between
the Record Date, the date that you apply for Shares under this Offer 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 Shares you receive under this Offer;
(h) you acknowledge that Promisia is not liable for any exercise of its discretions referred
to in these Terms and Conditions;
(i) 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 Offer; and
(j) you represent that you reside in New Zealand, and you are not acting for the account
or benefit of a person outside of New Zealand in respect of this Offer.
7.2 If a Custodian applies to purchase Shares and Warrants under this Offer for a beneficial owner
pursuant to clause 4, the matters referred to in clause 7.1 will be taken to be given by each
beneficial owner on whose behalf the Custodian is applying to purchase Shares and Warrants,
and the Custodian also certifies each of the matters set out in the Custodian Certificate.

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8. Ranking of Shares
8.1 The Shares issued under this Offer 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
quoted on the NZX Main Board.
9. Financial Statements
9.1 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 Promisia website at https://www.promisia.co.nz/investor-centre
10. Amendments to the Offer and Waiver of Compliance
10.1 Notwithstanding any other term or condition of this Offer and/or the Application Form, Promisia
may, at its discretion:
(a) make non-material modifications to this Offer or these Terms and Conditions (in which
applications for Shares under this Offer will remain binding on the applicant
notwithstanding such modification and irrespective of whether an Application Form
was received by the Registry before or after such modification is made); and/or
(b) suspend or terminate this Offer at any time prior to the allotment of the Shares under
this Offer. If this Offer 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.
10.2 Subject to law and the NZX 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 Applicants.
11. Governing Law
11.1 These Terms and Conditions shall be governed by and construed in accordance with the laws
of New Zealand.
12. Dispute Resolution
12.1 If any dispute arises in connection with this Offer, 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.
13. Inconsistency
13.1 Unless otherwise determined by the Directors, in the event of any inconsistency between these
Terms and Conditions and Promisia’s constitution, Promisia’s constitution shall prevail.

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SECTION 5: TERMS OF ISSUE OF WARRANTS

1. Defined Terms
In these terms of issue, defined terms have the
following meanings:
Business Day means a day (other than a Saturday or
Sunday) on which retail banks are open for the
transaction of normal business in Wellington, New
Zealand.
Board means the board of directors of the Company.
Company means Promisia Healthcare Limited.
Exchange means the NZX Main Board Market
operated by NZX.
Exercise Price means $0.002.
Holder means a holder of Warrants.
Listing Rules means the NZX listing rules of the
Exchange.
NZX means NZX Limited.
Share means a fully paid ordinary share in the
Company ranking equally in all respects with all other
ordinary shares on issue in the Company.
Warrants means Warrants issued by the Company on
these terms of issue.
2. Supremacy of Listing Rules
Where:
(a) any provision of these terms of issue conflict
with the Listing Rules; or
(b) the Listing Rules provide a benefit or obligation
to a Holder or the Company,
these terms shall be deemed modified as reasonably
necessary to allow the Company and the Holder to, in
either case, comply with the Listing Rules and have the
benefits and obligations of the Listing Rules as they
directly relate to the Warrants.
3. Subscription entitlement
Each Warrant entitles the Holder to subscribe for and
be allotted one Share.
4. Exercise Period
Warrants may be exercised by a Holder at any time
before the expiry date of the Warrants, being 24 March
2027 (the Exercise Period).
Any Warrants that are not exercised when the Exercise
Period ends will lapse and be of no further effect. The
Board of the Company may extend the Exercise Period
by written resolution and make an announcement to
NZX regarding that extension for it to become effective.

5. No Capital Rights
The Warrants do not confer on a Holder any entitlement
to participate in any issue of equity capital, receive
distributions or vote at a meeting of shareholders of or
in the Company.
6. Exercise of Warrants
To exercise Warrants a Holder must send or deliver to
the Company:
(a) a notice specifying the number of Warrants it
seeks to exercise; and
(b) payment of an amount equal to the Exercise
Price multiplied by the number of Warrants
being exercised.
7. Allotment of Shares
The Company shall within ten (10) Business Days after
receipt of an exercise notice under clause 6 above (and
subject to payment being received in cleared funds)
allot one Share in respect of each Warrant exercised
and procure that the share registrar of the Company,
enters the Holder’s name in Company’s securities
registers as the holder of those Shares.
8. Transfer
The Warrants are transferable. Private transfers may be
completed by a Holder executing an instrument of
transfer. The Company will apply to the Exchange for
quotation of the Warrants enabling the Warrants to be
transferred through any approved trading system of the
Exchange.
9. Subdivision or Consolidation Adjustment
If there is a consolidation or subdivision of the Shares
or similar proportionate reconstruction of the Shares,
the number of Shares over which a Warrant is
exercisable will be consolidated or subdivided in the
same ratio and the relevant Exercise Price amended in
inverse proportion to that ratio.

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GLOSSARY
Allotment Date By Monday 5 August 2024.
Applicant An investor whose application for Shares (and payment of the corresponding
Issue Price) has been received by the Registry prior to the Closing Date.
Application Form The online application form relating to this Offer for the application for Shares in
accordance with the Terms and Conditions.
Board The board of directors of Promisia.
Business Day Has the meaning given to it in the NZX Listing Rules.
Closing Date Monday 29 July 2024.
Custodian See clause 4.1 of the Terms and Conditions for the definition of “Custodian”.
Custodian Certificate The certificate that must be submitted by an Applicant that is a Custodian
together with that Applicant’s Application Form (available on request from the
Registry).
Directors The directors of Promisia.
Existing Shareholder An Applicant 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 Shares will be issued pursuant to this Offer being NZ$0.001
per Share.
Non-Shareholders Applicants who are not Existing Shareholders.
NZX NZX Limited.
NZX Listing Rules The listing rules of the NZX dated 24 May 2024.
Offer The offer of Shares with attached Warrants to Applicants at the Issue Price
detailed in this Offer Booklet.
Offer Booklet This document containing the Offer to Existing Shareholders.
Opening Date Thursday 11 July 2024.
Oversubscription Facility The facility described in the Terms and Conditions and comprising of all Shares
that are Shortfall.
Promisia or PHL Promisia Healthcare Limited (company number: 442738).
Record Date 5pm on Wednesday 10 July 2024.
Registry Promisia’s share registry, MUFG Pension & Market Services (formerly known as
Link Market Services).
Shares Ordinary shares of Promisia which are, or once allotted under this Offer will be,
quoted on NZX Main Board under the code “PHL”.
Shortfall
Any Shares available under this Offer that are not subscribed for by Applicants in
a $50,000 Share parcel.
Terms and Conditions The terms and conditions of the Offer attached as section 4 of the Offer Booklet
Warrant
A warrant that is convertible into an ordinary share in PHL, issued on the terms
set out on page 12 of the Offer Booklet.

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DIRECTORY
Promisia Healthcare Limited
Duncan Cotterill, Level 5, 50 Customhouse Quay, Wellington 6011
Telephone: +64 21 245 1801
Email: Francisco.rf@promisia.co.nz
Website: https://www.promisia.co.nz/investor-centre
SPP Offer website: https://promisia.capitalraise.co.nz


Share Registrar
MUFG Corporate Markets Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Telephone: +64 9 375 5998
Email: applications@linkmarketservices.co.nz




Legal Advisors
Duncan Cotterill
Level 5, Chartered Accountants House
50 Customhouse Quay
PO Box 10376
Wellington 6143