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