PIL 0.00% 0.0¢ promisia integrative limited

Ann: RIGHT: PIL: Cleansing document - Promisia Integrative...

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    • Release Date: 05/11/15 08:30
    • Summary: RIGHT: PIL: Cleansing document - Promisia Integrative Limited
    • Price Sensitive: No
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    					PIL
    05/11/2015 08:30
    RIGHT
    NOT PRICE SENSITIVE
    REL: 0830 HRS Promisia Integrative Limited
    
    RIGHT: PIL: Cleansing document - Promisia Integrative Limited
    
    5 November 2015
    
    NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS
    CONDUCT REGULATIONS 2014
    
    1. Promisia Integrative Limited ('PIL') intends to undertake a pro rata 6 for
    10 rights issue of ordinary shares to eligible shareholders ('Offer').
    
    2. The Offer is being made to investors in reliance upon the exclusion in
    clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013.
    
    3. This notice is provided under sub clause 20(1)(a) of schedule 8 to the
    Financial Markets Conduct Regulations 2014 ('Regulations').
    
    4. As at the date of this notice, PIL is in compliance with the continuous
    disclosure obligations that apply to it in relation to ordinary shares in
    PIL.
    
    5. As at the date of this notice, PIL is in compliance with its financial
    reporting obligations (as defined in sub clause 20(5) of Schedule 8 to the
    Regulations).
    
    6. As at the date of this notice, there is no information in relation to PIL
    that is 'excluded information' (as defined in sub clause 20(5) of Schedule 8
    to the Regulations)..
    
    7. The potential effects that the Offer and subsequent acquisition of new
    shares by investors will have on the 'control' (within the meaning of clause
    48 of Schedule 1 to the Financial Markets Conduct Act 2013) of PIL and the
    consequences of those effects are as follows:
    a. As at the date of this notice, no shareholder or group of shareholders has
    effective control of PIL with all such shareholdings representing less than
    10% of all shares on issue.
    b. If all eligible shareholders take up their pro rata entitlements to new
    shares under the Offer, each eligible shareholder's percentage shareholding
    in PIL will remain the same, and there will not be any change to the control
    of PIL.
    c. For shareholders who choose not to participate, and shareholders with
    registered addresses outside of New Zealand who are not eligible to
    participate in the Offer, their respective shareholdings will be diluted by
    37.5% as a result of the issue of new shares. However, it is not anticipated
    that any resulting dilution would have a material effect on the control of
    PIL. PIL will be entitled to allocate non-participating shareholder's
    entitlements to other willing parties via the oversubscription facility under
    the Offer.
    d. PIL has confirmed commitments from existing shareholders for approximately
    32,257,654 new shares representing 19.08% of the new shares.  In the event
    that no eligible shareholders take up their entitlements, other than those
    providing confirmed commitments, then approximately 81% of the new shares
    will be available to offer to new investors from the shortfall. However in
    accordance with the Takeovers Code a shortfall investor (and its associates)
    would not be able to subscribe for 20% or more of PIL's shares without
    non-associated shareholder approval or by making a full or partial takeover
    offer.
    e. Accordingly, the Offers are not expected to have any material effect or
    consequence on the control of PIL.
    
    8. The financial products being offered under the Offer are not debt
    securities that have a different redemption date or interest rate from that
    of the quoted financial products, and as such clause 20(2)(g) of schedule 8
    to the Regulations does not apply to this cleansing notice.
    End CA:00272857 For:PIL    Type:RIGHT      Time:2015-11-05 08:30:32
    				
 
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