SPH Notice - Asset Management Limited

1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Promisia Healthcare Limited
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 5 October 2026
Date this disclosure made: 6 October 2026
Date last disclosure made: 30 August 2024
Substantial product holder(s) giving disclosure
Full name(s): Asset Management Limited
Summary of substantial holding
Class of quoted voting products: Warrants (PHLWA) in Promisia Healthcare Limited
Summary for Asset Management
For this disclosure,—
(a) total number held in class: 15,000,000
(b) total in class: 27,947,900
(c) total percentage held in class: 53.671%
For last disclosure,—
(a) total number held in class: 5,000,000 (post 500:1 share consolidation undertaken
on 27 September 2024)
(b) total in class: 9,450,000 (post 500:1 share consolidation undertaken on 27
September 2024)
(c) total percentage held in class: 52.910%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 5 October 2026 the substantial product holder entered into an agreement for the sale
and purchase of warrants with Gould Holdings Limited for the sale of 6,000,000 warrants in
Promisia Healthcare Limited for $0.25 per warrant (Agreement). A copy of the Agreement
is attached to this notice. Settlement of this sale is scheduled for 30 October 2026.

2
Details after relevant event
Details for the Brankin Interest
Nature of relevant interest(s): registered holder of warrants in Promisia Healthcare
Limited.
For that relevant interest —
(a) number held in class: 9,000,000
(b) percentage held in class: 32.202%
(c) current registered holder(s): Asset Management Limited
(d) registered holder(s) once transfers are registered: N/A
Nature of relevant interest(s): registered holder of warrants in Promisia Healthcare Limited
that are subject to an unconditional sale agreement scheduled to settle on 30 October
2026.
For that relevant interest —
(a) number held in class: 6,000,000
(b) percentage held in class: 21.468%
(c) current registered holder(s): Asset Management Limited
(d) registered holder(s) once transfers are registered: Gould Holdings Limited
Additional information
Address(es) of substantial product holder(s): 7 Fendalton Road, Fendalton, Christchurch
8014, New Zealand

Contact details: Matt Yates, 04 499 3280, matt.yates@duncancotterill.com
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Gould Holdings Limited
Certification
I, Humphry Rolleston certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

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This Warrant Sale Agreement is made on the day of October 2026

Between Gould Holdings Limited, New Zealand company number 976245 (the Purchaser)
and Asset Management Limited, New Zealand company number 139364 (Vendor)
Introduction
A. The Vendor wishes to sell the Warrants and the Purchaser wishes to purchase them.

B. This agreement records the terms and conditions for the sale and purchase of the Warrants.
Agreement

1. INTERPRETATION
1.1 Definitions
In this agreement, unless the context otherwise requires:
Business Day means a day (other than a Saturday or Sunday) on which retail banks are
open for the transaction of normal business in Christchurch, New Zealand.
Company means Promisia Healthcare Limited (New Zealand company number 442738);
Completion means completion of the sale and purchase of the Warrants in accordance with
clause 4.
Completion Date means 30 October 2026.
Encumbrance includes any mortgage, charge, pledge, lien, encumbrance, assignment,
hypothecation, security interest, title retention, preferential right, trust arrangement,
contractual right of set-off or any other security agreement or arrangement in favour of any
person.
NZX means the NZX Main Board Market operated by NZX Limited.
Purchase Price means $0.25 per Warrant or $1,500,000 in aggregate.
Warrant Transfer Form means the form contained in the Schedule to this agreement.
Warrants means six million (6,000,000) warrants on issue in the Company and quoted on
the NZX under the code PHLWA and are owned by the Vendor.
1.2 General references
In this agreement, any reference to:
(a) a person includes an individual, body corporate, an association of persons (whether
corporate or not), a trust, estate and agency of a state (in each case, whether or not
having separate legal personality and whether incorporated or existing in New
Zealand or elsewhere);
(b) a clause is to a clause in this agreement;
(c) one gender includes each other gender;
(d) the singular includes the plural and vice versa;
(e) references to money are to New Zealand dollars unless expressly stated otherwise;
and
(f) an agreement includes that agreement as amended, supplemented, novated or
substituted from time to time.
1.3 Headings
Headings are to be ignored in construing this agreement.
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2. SALE AND PURCHASE
2.1 Sale and Purchase
On the Completion Date the Vendor agrees to sell the Warrants, and the Purchaser agrees to
purchase the Warrants, free from any Encumbrances and together with all rights attaching to
the Warrants and otherwise on the terms and conditions set out in this agreement.
2.2 Payment
The purchase price for the Warrants is the Purchase Price.
2.3 Lowest price
The Parties acknowledge that the Purchase Price is the lowest price that they would have
agreed upon with respect to the Warrants at the time this agreement was executed on the
basis of payment in full at the time at which the first right in the Warrants is to be transferred.
For the purposes of this clause the term “right” in the Warrants shall bear the same meaning
as “right” in section YA 1 of the Income Tax Act 2007.

3. INTERIM PERIOD
3.1 Market Disclosure
Immediately following execution of this agreement Duncan Cotterill will announce to NZX a
substantial product holder notice for each of the Purchaser and the Vendor disclosing entry
into this agreement in accordance with the requirements of the Financial Markets Conduct
Act 2013.
4. COMPLETION
4.1 Payment of Purchase Price
On or before the Completion Date the Purchaser shall pay the Purchase Price in cash in
immediately available funds to the Duncan Cotterill trust account.
4.2 Delivery of Warrant Transfer
On or before the Completion Date the Purchaser will deliver to Duncan Cotterill the Warrant
Transfer Form duly executed by the Vendor.
4.3 Completion
On the Completion Date, and subject to clauses 4.1 and 4.2 first having been performed,
Duncan Cotterill will:
(a) Submit the duly executed Warrant Transfer Form to the Company’s share registrar for
registration in the Company’s warrant register; and

(b) announce to NZX a substantial product holder notice for each of the Purchaser and
the Vendor disclosing Completion in accordance with the requirements of the
Financial Markets Conduct Act 2013.
4.4 Release of Purchase Price
Upon the Company’s share registrar confirming to Duncan Cotterill that the Warrant Transfer
Form has been registered in the warrant register of the Company, Duncan Cotterill is
authorised to release the Purchase Price received under clause 4.1 to the Vendor.
Docusign Envelope ID: 86518575-B8E8-85AD-8143-2B74DACDBA49

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5. VENDOR WARRANTIES
5.1 Warranties
The Vendor represents and warrants to the Purchaser upon execution of this agreement and
repeated again at Completion that:
(a) execution, delivery, and performance by the Vendor of its obligations under this
agreement:
(i) has been validly authorised by all necessary action on its part;
(ii) will not contravene any law binding on them;
(iii) will not contravene the Vendor’s constitutional documents; and
(iv) will not contravene the provisions of, or constitute a default under, any other
material agreement to which the Vendor is a party or by which any of the
Vendor’s assets are bound.
(b) the Vendor is, and at Completion will be, the legal and beneficial owner of the
Warrants free of any Encumbrance and the Purchaser will, on Completion, acquire
legal and beneficial ownership of the Warrants free of any Encumbrance.
(c) the Warrants are of the same class as the warrants of the Company quoted on NZX
under the code PHLWA and having the terms of issue contained in an NZX
announcement released by the Company on 11 September 2024.

6. MISCELLANEOUS
6.1 Non-waiver
Failure or delay by a party in exercising any right with respect to any matter arising under, or
in connection with, this agreement does not constitute a waiver of that right. A waiver of any
right under this agreement is only effective if it is in writing and is executed by the party
waiving that right.
6.2 Notices
Unless provided otherwise in this clause 6.2 or any other provision of this agreement, each
notice or other communication under this agreement is to be by email (PDF), personal
delivery or by post to the addressee at the email address or physical address, and is to be
marked for the attention of the person or office holder (if any), from time to time designated
for the purpose by the addressee to the other parties. The initial email address and physical
address and relevant person or office holder of each party is set out under its name at the
end of this agreement. No notice or other communication is to be effective until received. A
notice or other communication will, however, be deemed to be received by the addressee:
(a) in the case of an email transmission, when successfully sent to the addressee’s email
address;
(b) in the case of personal delivery, when delivered; and
(c) in the case of a letter, on the fourth Business Day after posting by airmail,
unless it would be deemed received on a day that is not a Business Day or after 5:00 p.m.
on a Business Day in which case it is to be deemed received at 9:00 a.m. on the next
succeeding Business Day.
6.3 Severability
If any of the provisions of this agreement are invalid or unenforceable, the invalidity or
unenforceability is not to affect the operation, construction or interpretation of any other
Docusign Envelope ID: 86518575-B8E8-85AD-8143-2B74DACDBA49

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provision of this agreement, with the intent that the invalid or unenforceable provision is to be
treated for all purposes as severed from this agreement.
6.4 Entire agreement
This agreement constitutes the entire agreement of the parties on the subject matter of this
agreement and except as expressly provided supersedes any and all prior negotiations,
representations and agreements in relation to that subject matter.
6.5 Exclusion of Implied Terms
All terms and conditions relating to this agreement that are implied by law are excluded to
the maximum extent permitted by law.
6.6 Amendment
This agreement may only be amended by an instrument in writing signed by the parties.
6.7 Counterparts
(a) This agreement may be electronically sign in two or more counterparts (including
emailed copies) each of which will be deemed an original, but all of which together will
constitute one and the same instrument.
(b) A party may enter into this agreement by executing any counterpart.
6.8 Governing law
This agreement is governed by and is to be construed in accordance with New Zealand law.
The parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of New
Zealand.

Execution

Executed as an agreement.
For and on behalf of Asset Management
Limited:



Humphry Rolleston - Director


For and on behalf of Gould Holdings Limited:



George Gould - Director




Address for Notices

7 Fendalton Road
Fendalton
Christchurch 8014
New Zealand

Attention: Humphry Rolleston
Email: humphry@assetmanagement.co.nz
Address for Notices

478 Glenmark Drive
Rd 3
Amberley 7483
New Zealand

Attention: George Gould
Email: georgeacgould@gmail.com
Docusign Envelope ID: 86518575-B8E8-85AD-8143-2B74DACDBA49

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SCHEDULE
WARRANT TRANSFER FORM

For the consideration stated below the “Transferor(s)” named below transfers to the
“Transferee(s)” named below the Warrants specified below subject to the conditions on which
the Warrants are now held by the Transferor(s).
Full name of company
Promisia Healthcare Limited (NZCN 442738)
Number and full description of Warrants Seven million (7,000,000) PHLWA warrants
TRANSFER FROM
Transferor(s) name(s)(Print)
Occupation(s) or status
Address(es)

Asset Management Limited
New Zealand Company
7 Fendalton Road
Fendalton
Christchurch 8014
New Zealand

Consideration (Words and figures)
$0.25 per warrant (being $1,500,000 in aggregate)
TRANSFER TO
Transferee(s) name(s)(Print)
Occupation(s) or status
Address(es)

Gould Holdings Limited
New Zealand company
478 Glenmark Drive
Rd 3
Amberley 7483
New Zealand

Executed this day of 2026
Signed by the Transferor in the presence of:


..........................................................................
Witness signature

..........................................................................
Witness name

..........................................................................
Witness occupation

..........................................................................
Witness town of residence





..................................................................................
Signature of Humphry Rolleston
(Director of Transferor)
Docusign Envelope ID: 86518575-B8E8-85AD-8143-2B74DACDBA49

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Signed by the Transferor in the presence of:


..........................................................................
Witness signature

..........................................................................
Witness name

..........................................................................
Witness occupation

..........................................................................
Witness town of residence





..................................................................................
Signature of James Rolleston
(Director of Transferor)

Docusign Envelope ID: 86518575-B8E8-85AD-8143-2B74DACDBA49