AMENDED Promisia raises $4.725 million under capital raise

Capital Change Notice

Updated as at June 2023


Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Promisia Healthcare Limited
NZX ticker code PHLWA
Class of financial product Warrants
ISIN (If unknown, check on NZX website) NZPHLE0002S3
Currency NZD
Section 2: Capital change details
Number issued 4,000,000,000
Nominal value (if any) N/A
Issue price per security The Warrants have been
issued for no cash
consideration.
Nature of the payment (for example, cash or other
consideration)
The non-cash consideration for
the Warrants is participating in
the share purchase plan and
placements offer announced
on 2 July 2024. For every new
share allotted under that offer,
1 Warrant was issued to the
participants.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

100%

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)
Exercise: Any time on or
before the Expiry Date.
Expiry Date: 24 March 2027
Exercise Price: $0.002
Ranking: Any ordinary shares
issued on the exercise of the
Warrants will rank equally in all
respects with all other ordinary
shares on issue in PHL.
Reason for issue and specific authority for issue (the reason
for change must be identified here)
Issue of Warrants in
connection with the settlement
of PHL’s share purchase plan
and placements offer
announced on 2 July 2024.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Authorised for issue under
Listing Rule 4.2.1.
Total number of Financial Products of the Class after the issue
(excluding Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the issue.
4,000,000,000
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Listing Rule 4.2.1 and Board
resolutions.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The Warrants are issued in
accordance with the terms set
out in the Warrant Terms of
Issue.
Date of issue
2
05/08/2024
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Francisco Rodriguez Ferrere
Contact person for this announcement Francisco Rodriguez Ferrere
Contact phone number 021 245 1801
Contact email address info@promisia.co.nz
Date of release through MAP

06/08/24




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

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Capital Change Notice

Updated as at June 2023


Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Promisia Healthcare Limited
NZX ticker code PHL
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZPRPE0001S5
Currency NZD
Section 2: Capital change details
Number issued 4,000,000,000
Nominal value (if any) N/A
Issue price per security $0.001
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Fully paid
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

18.59%
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)
N/A
Reason for issue and specific authority for issue (the reason
for change must be identified here)
Issue of ordinary shares in
connection with the settlement
of PHL’s share purchase plan
and placements offer.
Authorised for issue under
Listing Rules 4.3.1(c) and
4.5.1.
Total number of Financial Products of the Class after the issue
(excluding Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the issue.
25,516,308,417
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
NZ Listing Rules 4.3.1(c) and
4.5.1 and Board Resolutions.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Issue of new ordinary shares in
PHL which rank equally with all
other fully paid ordinary
shares.
Date of issue
2
05/08/2024
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Francisco Rodriguez Ferrere
Contact person for this announcement Francisco Rodriguez Ferrere
Contact phone number 021 245 1801
Contact email address info@promisia.co.nz
Date of release through MAP

05/08/24




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

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Market Announcement
5 August 2024
PROMISIA RAISES $4.725 MILLION UNDER CAPITAL RAISE

Promisia Healthcare Limited (Promisia) (NZX:PHL) is pleased to advise it has successfully completed
its share purchase plan (SPP) and placement offer (the Offer), raising $4.725 million.
Proceeds raised under this Offer will be invested into funding the Cromwell acquisitions which is
scheduled to complete in approximately two weeks time.
Promisia has today allotted shares and warrants for $4 million under the Offer. The remaining
$725,000 to be issued under the Offer is conditional on Promisia being able to undertake such issue
under the NZX listing rules (through placement capacity or prior shareholder approval).
As noted in the announcement of 30 July 2024, Promisia will seek approval to vary the warrants at
the 2024 Annual Shareholders Meeting (date to be confirmed in due course). Specifically, PHL will
seek:
• shareholder and warrant holder approval to reduce the exercise price of the warrants issued
under the Offer from 0.2c to 0.1c; and

• shareholder approval to issue additional warrants to subscribers under the Offer so that
every subscriber under the Offer receives three (3) warrants for every one (1) share
subscribed for. At present under the Offer one (1) warrant is issued for every one (1) share
subscribed for.

Allotment
Settlement and allotment of all new ordinary shares and warrants issued under the Offer has now
occurred, with trading of those shares and warrants expected to commence on the same day. Please
see attached capital change notices detailing the issue of ordinary shares and warrants.
The new shares (including the shares issued on the exercise of the warrants) will rank equally in all
respects with Promisia’s existing ordinary shares. Holding statements for the new shares will be
despatched by 6 August 2024.

ENDS
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.