Promisia Integrative Limited Offer Document

Transcription

1 Promisia Integrative Limited Offer Document 3 for 1 Renounceable Rights Issue of Ordinary Shares Dated 5 December 2018 This Offer Document is an important document. It explains Promisia Integrative Limited s ( PIL ) plan to raise new capital of up to approximately $1,670,000 through a Rights issue and your opportunity to participate. The rights issue detailed in this Offer Document will give all Eligible Shareholders the right to acquire 3 New Shares for every 1 Share they hold on the Record Date (5:00pm on 4 December 2018), at the Issue Price of $0.001 per Share. Please take the time to read this Offer Document carefully and, if necessary, seek financial advice from an authorised financial advisor _1 1

2 Contents IMPORTANT INFORMATION... 3 CHAIRMAN S LETTER... 5 IMPORTANT ELEMENTS OF THE OFFER... 8 IMPORTANT DATES ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS TERMS OF THE OFFER GLOSSARY DIRECTORY _1 2

3 IMPORTANT INFORMATION General information This Offer Document has been prepared by PIL in connection with a pro-rata 3 for 1 renounceable rights issue of Shares. The Offer is made to Eligible Shareholders in New Zealand under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conducts Act 2013 (FMCA). This Offer Document is not a product disclosure statement for the purposes of the FMCA and does not contain all of the information that an investor would find in such a document or which may be required in order to make an informed investment decision about the Offer or PIL. Additional information available under NZX continuous disclosure obligations PIL is subject to continuous disclosure obligations under the Listing Rules. Market releases by PIL, including its unaudited results announcement for the half year ended 30 June 2018, are available at under the ticker code PIL. PIL may, during the Offer, make additional releases to NZX. No release by PIL to NZX will permit an Applicant to withdraw any previously submitted application without PIL s prior consent. The market price of Shares may increase or decrease between the date of this Offer Document and the date of allotment of New Shares. Any changes in the market price of Shares will not affect the Issue Price, and the market price of New Shares following allotment may be higher or lower than the Issue Price. No guarantees Nothing contained in this Offer Document should be construed as a promise of profitability or of investment returns in respect of PIL. No person named in this Offer Document (including PIL or any of its directors, officers, employees or any other person) nor any other person gives any guarantee, promise or warranty as to the future performance of PIL or the future value of its share price in New Zealand or the return of capital or payment of any distributions in relation to Shares. Withdrawal PIL reserves the right to withdraw all or any part of the Offer at any time prior to the Allotment Date at its absolute discretion. Offering restrictions This Offer Document is intended for use only in connection with the Offer to Eligible Shareholders (including, for the avoidance of doubt, to shareholders who are not in the United States and that are not acting for the account or benefit of a person in the United States). This Offer Document 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, advertisement or invitation. This Offer Document may not be sent or given to any person outside New Zealand in circumstances in which the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer Document (including an electronic copy) outside New Zealand may be restricted by law. In particular, this Offer Document may not be distributed to any person, and the New Shares may not be offered or sold in any country outside New Zealand except to the extent permitted below or as PIL may otherwise determine in compliance with applicable laws. Further details on the offering restrictions that apply are set out in the section of this Offer Document headed Terms of the Offer _1 3

4 If you come into possession of this Offer Document, you should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities law. PIL disclaims all liability to such persons. Dividend policy The payment of dividends is at the discretion of the Board. The Board has no present intention to pay a dividend. This policy may change from time to time at the discretion of the Board as and when funds permit. The New Shares allotted from this Offer will participate alongside Existing Shares in any dividends declared by PIL subsequent to allotment of the New Shares. Decision to participate in the Offer The information in this Offer Document does not constitute a recommendation to acquire New Shares nor does it amount to financial product advice. This Offer Document has been prepared without taking into account the particular needs or circumstances of any Applicant or investor, including their investment objectives, financial and/or tax position. Privacy Any personal information provided by Eligible Shareholders on their Entitlement and Acceptance Form will be held by PIL and/or the Registrar at the addresses set out in the Directory. This information will be used for the purposes of administering your investment in PIL. This information will only be disclosed to third parties with your consent or if otherwise required by law. Under the Privacy Act 1993, you have the right to access and correct any personal information held about you. Enquiries Enquiries about the Offer can be directed to a NZX Primary Market Participant, an Authorised Financial Adviser, or your solicitor, accountant or other professional adviser. If you have any questions about the number of New Shares to which you are entitled, or how to complete the Entitlement and Acceptance Form, please contact the Registrar (as shown in the Directory). Definitions Capitalised terms used in this Offer Document have the specific meaning given to them in the Glossary at the end of this Offer Document. All references to time are to time in New Zealand; similarly all references to currency are to New Zealand dollars unless otherwise expressly provided _1 4

5 CHAIRMAN S LETTER Dear Shareholder This year has been particularly trying for the company. The year started well, despite increased competition from up to four other producers. On 15 February 2018 Medsafe, a division of the New Zealand Ministry of Health, issued an Alert warning that Arthrem may cause liver damage. The company disputed the basis for this view, particularly as it applied to Arthrem. The company s records show that at a time when sales of Arthrem were declining due to the impact of at least three competitive products, the number of reported adverse reactions increased. It is the company s view that the promotion by competitors of a single 300mg capsule of Artemisia was the primary cause of the increase in reported adverse reactions. The recommended dose for Arthrem is one 150mg capsule, morning and night. We have made this point to Medsafe. The impact of the Medsafe Alert and the attendant media coverage was significant, particularly with respect to New Zealand sales. There was a dramatic reduction in sales in March 2018 and, while there has been some recovery, it is considerably below levels of previous years. In Australia, the Medsafe Alert was reported at the time the company was launching Arthrem as a Listed Complementary Medicine under Australian law. The company was committed to significant adverting commitments that could not be cancelled and the Alert had a major impact on the effectiveness of the launch. Similarly, the New Zealand launch of Artevite, the canine joint support product, was also affected adversely by the Medsafe Alert. The cumulative impact of these outcomes was a significantly reduced level of sales in the first half of the year and an increased trading loss. Response to the Medsafe Alert Immediately following the Medsafe Alert the company engaged with Medsafe to determine what remedial action might be required to reduce the potential for adverse reactions. Labelling of the Arthrem bottles was upgraded, more detailed in-store material was printed and enhanced training was given to pharmacy staff in both Australia and New Zealand. The intention was to highlight that people who had any history of a liver condition should not take Arthrem and any person taking Arthrem who developed any type of adverse reaction should stop taking it immediately. This strategy appears to be working as there have been no new reported adverse reactions other than three cases of elevated liver enzyme readings. Elevated liver enzyme readings are not uncommon and can be caused by any number of factors. The response from the pharmacy sector has been very positive and many people are still buying Arthrem and experiencing a benefit from taking it. While New Zealand sales are steady they have not recovered to pre-alert levels. Australian sales are growing slowly as the number of pharmacies stocking Arthrem increases. Arthrem is now stocked by about 900 pharmacies across Australia and approximately 1,000 pharmacies in New Zealand. In order to conserve cash, promotional expenditure was cancelled as the directors determined the best course of action in response to the Medsafe Alert _1 5

6 Sales of both Arthrem and Artevite have been slow due to the lack of promotional spending other than pharmacy chain promotions and instore sales support. Funding In January 2018 the company raised $955,000 from a placement of Shares. This funding enables the company to withstand the initial fallout from the Medsafe Alert as income from product sales declined significantly. More recently the company has received financial support from its largest shareholder, being Thomas David Brankin and Michael John Kirwan Lay as trustees of the the Brankin Family Interest Trust (the Brankin Trust), associated with director Tom Brankin. The details of the funding support from the Brankin Trust were provided to Shareholders in the material provided in support of the resolutions passed at the special meeting of shareholders held on 4 December On behalf of all Shareholders I wish to record the board s appreciation to Mr Brankin for his support of the company through what has been one of the most difficult periods in its history. The provision of an underwriting of $1.05 million and the right to take up a further $250,000 worth of shares is a vote of confidence by Mr Brankin and his interests. Shareholders may ask why the issue price for the new shares is at an 80% discount on the current market price. It is the view of the Board that this figure represents the net current value of the company s assets on a going concern basis. All Shareholders have to right to participate on a pro rata basis in the Offer to maintain their proportional shareholding. Where to from here? The cash raised in this Offer will be used to repay short term debt, primarily from the Brankin Trust, and provide working capital. At the date of this Offer Document, PIL owes the Brankin Trust approximately $1.6 million (in aggregate). This debt will be reduced by approximately $800,000 by being offset against the Underwriting Agreement obligation (discussed further below) or repaid if the underwriting is not called on to a sufficient extent. PIL will continue to owe to the Brankin Trust approximately $800,000 following this Offer. All surplus amounts raised through the Rights Issue will provide PIL with much needed working capital and the Underwriting Agreement ensures that at least $250,000 in new working capital will be raised. The working capital will be used to support the release of two new products in early A third product is in the early stages of evaluation and costing. The company has significant stocks of Artevite and intends to use that stock to encourage buyer sampling of the product. If the product produces benefits for the animal then the owner is likely to become a regular purchaser. An unexpected outcome from the reduced level of sales has been the deferral for at least two/three years of the need to grow Artemisia and undertake another extraction run. The previously projected costs of these two activities in 2019 was approximately $1 million and this will no longer be necessary, based on current forecasts. The company has significant stocks of dried leaf either in New Zealand or being shipped here from Tanzania. The stock of extract is also sufficient for our forecast requirements for at least the next months. The Offer _1 6

7 On behalf of the Board of PIL, we are pleased to invite Eligible Shareholders to participate in this Offer of New Shares via a renounceable Rights issue. PIL intends to raise approximately $1,670,000 in additional capital to help fund its growth. Under this Offer, Eligible Shareholders are entitled (but not obliged) to subscribe for 3 New Shares for every 1 existing Share held by the Eligible Shareholder as at the Record Date (5.00pm on 4 December 2018), at an Issue Price of $0.001 per New Share. Your Rights under the offer are renounceable however PIL is not seeking quotation of the Rights on the NZX Main Board market. This means that, if you are an Eligible Shareholder, you may take the following actions: Take up all or some of your Rights; OR If you can locate a willing purchaser, sell all or some of your rights by private transfer; OR Take up some of your Rights and sell all or some of the balance; OR Do nothing and your Rights will lapse. If you do nothing with your Rights, you will be unable to subscribe for any additional Shares if there is a Shortfall under the offer. Underwriting and Oversubscription Facility A portion of the Offer is underwritten by the Brankin Trust. Pursuant to the Underwriting Agreement the Brankin Trust has committed to take up $1.05 million of New Shares from the Shortfall at the Issue Price. The Brankin Trust also has the discretion to acquire up to a further $250,000 of New Shares from the Shortfall at the Issue Price and may therefore acquire up to $1.3 million of New Shares in aggregate. In the first instance the Shortfall will be offered to the Brankin Trust to fulfil the Underwriting Agreement discussed above. If there is any residual Shortfall, then the New Shares comprising it will be available to Eligible Shareholders in the Oversubscription Facility. You may apply for additional New Shares in excess of your entitlement from the Oversubscription Facility but they will be subject to availability. If New Shares applied for in the Oversubscription Facility exceed the number of Shortfall shares available then all applications within the Oversubscription Facility will be scaled on a pro rata basis. This Offer Document sets out important information about the Offer and the terms and conditions. Before making your investment decision, PIL encourages you to read the Offer Document in full. If you are in doubt as to what you should do, you should consult your financial or other professional adviser or an NZX Primary Market Participant. The Offer is due to close at 5.00pm on Monday 24 December The directors thank you for your continued support of Promisia Integrative Limited. Yours faithfully Stephen Underwood Chairman _1 7

8 IMPORTANT ELEMENTS OF THE OFFER WARNING HIGH RISK INVESTMENT Shareholders are cautioned that an investment in this Offer involves a high risk of the loss of your investment. PIL has two material uncertainties facing its business: Cash Position: While the assured funding under this Offer from the Underwriting Agreement ($1,050,000) will stabilise the financial position of the business and result in positive equity on the balance sheet, the cash position of PIL post-offer is unknown and uncertain. The Underwriting Agreement assures PIL of $250,000 of net cash proceeds (after debt repayments). If there is a Shortfall and the Undertaker exercises its discretion to acquire up to a further $250,000 of New Shares from the Shortfall then PIL will have up to $500,000 of net cash proceeds (after debt repayments). The sufficiency of the cash position of PIL to cover continuing losses and for what duration is unknown. PIL s cash position will depend on the level of support for the Offer from Eligible Shareholders, continuing sales of PIL s existing products and the success of sales from new product sales (as discussed in the Chairman s Letter). In addition, it will depend on how PIL can contain expenses. Regulatory: As has been advised to the market PIL is in continuing discussions with MedSafe regarding its Arthrem product and its status as a therapeutic product. These discussions are continuing and if PIL s position is not accepted, it could result in Arthrem being withdrawn from sale in New Zealand. PIL is subject to the continuous disclosure requirements of the NZX Main Board and will continue to update the market on progress against these key risks in accordance with those requirements. Issuer The Offer Eligible Shareholders Rights Issue Price Offer Size Underwriting Promisia Integrative Limited (PIL) A pro-rata renounceable rights issue of 3 New Shares for every 1 Existing Share held on the Record Date to Eligible Shareholders A person that is a shareholder of PIL at the Record Date and has a registered address in New Zealand. The right to subscribe for New Shares under the Offer. Eligible Shareholders have an Entitlement to subscribe for 3 New Shares for every 1 Existing Share held by them on the Record Date. Eligible Shareholders may take up some, all or none of their Rights, or sell all or part of their Rights by way of private transfer. $0.001 (one tenth of a cent) per New Share The maximum amount to be raised under the Offer is $1,670, In the event of excess demand for New Shares, PIL may undertake placements of New Shares at the Issue Price in accordance with the Listing Rules and applicable law, following the Closing Date. The Underwriter has underwritten the Offer under the Underwriting Agreement. Under the Underwriting Agreement $1.05 million of the Offer is underwritten at the Issue Price and the Underwriter may also subscribe, at its discretion, for a further $250,000 of New Shares at the Issue Price. The _1 8

9 Oversubscription Facility New Shares Shares currently on issue Maximum number of New Shares being offered Maximum number of Shares on completion of the Offer How to apply Underwriting Agreement will be applied first to any Shortfall and only if any Shortfall remains following that, will New Shares be made available to Applicants who elect to participate in the Oversubscription Facility. An Eligible Shareholder may apply for more than their Entitlement at the Issue Price by participating in the Oversubscription Facility which is comprised of: New Shares for which Rights are not taken up by Eligible Shareholders, less all New Shares issued under the Underwriting Agreement (up to $1,300,000 of New Shares). If demand for New Shares in the Oversubscription Facility exceeds availability, Applicants participating in the Oversubscription Facility will be subject to scaling on a pro rata basis (in proportion to the their shareholding as at the Record Date). Ordinary shares in PIL of the same class as, and that rank equally with, Existing Shares on the Allotment Date. 556,708,971 Shares quoted on the NZX Main Board Up to 1,670,126,913 New Shares 2,226,835,884 Shares Applications must be made by completing the enclosed Entitlement and Acceptance Form and returning it to the Registrar together with payment in New Zealand dollars. See Actions to be taken by Eligible Shareholders later in this Offer Document. If PIL receives, on or before the Closing Date, both an acceptance and a renunciation by an Eligible Shareholder in respect of the same Rights, effect will be given to the renunciation in priority to the acceptance _1 9

10 IMPORTANT DATES Record Date for determining entitlements 5:00pm Tuesday, 4 December 2018 Letters of entitlement sent to Eligible Shareholders Wednesday, 5 December 2018 Opening Date for the Offer Thursday, 6 December 2018 Closing Date for the Offer (last day for receipt of a renunciation or the completed Entitlement and Acceptance Form with payment) Allotment and issue of New Shares under the Offer, the Underwriting Agreement and the Oversubscription Facility Expected date for the quotation of New Shares issued under the Offer Monday, 24 December 2018 By Monday, 31 December 2018 By Monday, 31 December _1 10

11 ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS Available actions If you are an Eligible Shareholder, accompanying this Offer Document is an Entitlement and Acceptance Form showing the number of Rights to subscribe for New Shares that you are entitled to under the Offer. You may take one of the following actions in respect of your Rights: accept all or part of your Rights; if you can find a willing purchaser, sell all or part of your Rights by private transfer; accept part of your Rights and, if you can find a willing purchaser, sell all or part of the remaining balance by private transfer; accept all of your Rights and apply for additional New Shares; or do nothing with all or part of your Rights. Important If you do nothing with your Rights before the Closing Date, they will lapse and you will not be able to subscribe for any New Shares under the Offer or realise any other value for your Rights. The Offer is prorata. If you take up all of your Rights your percentage shareholding in PIL will not reduce but if you do not take up all your Rights, your percentage shareholding will reduce following the completion of the Offer. For example, if you hold 10,000 shares on the Record Date, you will have 30,000 Rights. If you decide not to take up any of your Rights, and the maximum number of New Shares offered are issued, your percentage interest in PIL will reduce by 70%. Set out below is an evaluation of the two extreme outcomes, being the maximum and minimum number of shares that could be issued, and how that impacts on a hypothetical shareholder s shareholding. (a) If the maximum number of shares are issued under the Rights Issue: Under this outcome it is assumed that all 1,670,126,913 New Shares are issued under the Rights Issue. This outcome could arise through all shareholders participating in the Rights Issue on a pro rata basis (thereby retaining their current percentage shareholdings in the Company) or through sufficient shareholders participating so that all shortfall shares from the Rights Issue are issued under the Underwriting Agreement. The table below summarises the dilution effect of the Rights Issue using a hypothetical shareholder that currently holds 28,000,000 shares in the Company and either takes up their full entitlement under the Rights Issue or does not take up their entitlement at all with the maximum number of shares issued by the Company: Shareholder action Take up full entitlement Not take up any entitlement Current Shares Current shareholding percentage Shares held following the Allotment Date 28,000, % 112,000, % 28,000, % 28,000, % Shareholding percentage following the Allotment Date _1 11

12 (b) If the minimum number of shares are issued under the Rights Issue: Under this outcome it is assumed that the only shareholder participating in the Rights Issue is the Brankin Trust through the Underwriting Agreement and the Brankin Trust invests the maximum amount proposed of $1,300,000, resulting in 1,300,000,000 new shares being issued. The table below summarises the dilution effect of the Rights Issue using a hypothetical shareholder who currently holds 28,000,000 shares in the Company and either takes up their full entitlement under the Rights Issue (i.e. is the sole participant in the Rights Issue along with Brankin Trust) or does not take up their entitlement at all with the minimum number of shares issued by the Company: Shareholder action Take up full entitlement Not take up any entitlement Current Shares Current shareholding percentage Shares held following the Allotment Date 28,000, % 112,000, % 28,000, % 28,000, % Shareholding percentage following the Allotment Date Accepting your Entitlement Eligible Shareholders who wish to accept all or part of their Rights should return their completed Entitlement and Acceptance Form to the Registrar, along with payment of the Issue Price in full, by no later than 5pm on the Closing Date in accordance with the instructions set out in the Entitlement and Acceptance Form. There is no minimum number of New Shares that must be subscribed for under the Offer. Applicants will not be treated as having offered to purchase a greater number of New Shares than the number for which payment is made. Oversubscription Facility Applicants may apply for New Shares in excess of the Rights that they hold by completing the box labelled Oversubscription Facility on the Entitlement and Acceptance Form. Subscriptions for New Shares from the Oversubscription Facility must be paid for in full at the time of application. In the first instance, the Shortfall will be offered to the Underwriter to fulfil the Underwriting Agreement. If there is any residual Shortfall, then the New Shares comprising it will be available to Eligible Shareholders in the Oversubscription Facility. If the total number of additional New Shares applied for by Applicants in the Oversubscription Facility exceeds the number of residual Shortfall Shares available then all Oversubscription Facility applications will be subject to scaling on a pro-rata basis (with reference to the shareholdings of the participating Eligible Shareholders as at the Record Date). Interest earned on the Application Monies will be for the benefit, and remain the property, of PIL and will be retained by PIL whether or not the allotment of New Shares takes place (including on any scaling _1 12

13 of the Oversubscription Facility). Any refunds of Application Monies will be made within 5 Business Days of allotment of the New Shares, or, if a decision is made not to proceed with the Offer, within 5 Business Days of the date of that decision. Selling your Entitlement The Rights are renounceable meaning that Eligible Shareholders who do not wish to subscribe for New Shares may sell or otherwise transfer all or any part of their Entitlement. Full details of how to renounce your Rights are set out on the Entitlement and Acceptance Form. If you wish to sell all or part of your Rights, you must find a willing purchaser that is eligible to participate in the Offer in compliance with all applicable laws and sell all or part of your Rights by way of private transfer. Rights will not be quoted on the NZX Main Board and cannot be traded on the NZX Main Board. If you wish to sell (renounce) your Rights by way of private transfer, you must complete the section titled Security Renunciation / Security Transfer Form in the Entitlement and Acceptance Form in accordance with the instructions on that form and forward it to the buyer of your Rights for completion by them. They must then return the Entitlement and Acceptance Form to the registrar together with Application Monies by no later than 5pm on the Closing Date. The Registrar s details for the return of the Entitlement and Acceptance Form are set out in the Directory in this Offer Document Accepting part of your Entitlement and selling the balance There is no minimum number of New Shares that you must subscribe for under the Offer. You may accept as many or as few of your Rights as you wish. If you wish to accept part of your Rights and sell the balance, you should: find a willing purchaser that is eligible to participate in the Offer in compliance with all applicable laws; indicate the number of New Shares you wish to accept in the Entitlement and Acceptance Form; arrange for the buyer to complete the section titled Security Renunciation / Security Transfer Form in the Entitlement and Acceptance Form; and ensure that you send the completed Entitlement and Acceptance Form, together with payment for the number of New Shares applied for by you and the buyer, to the Registrar by no later than 5pm on the Closing Date. If PIL receives, on or before the Closing Date, both an acceptance and a renunciation by an Eligible Shareholder in respect of the same Rights, effect will be given to the renunciation in priority to the acceptance. Payment instructions Payment instructions are provided under the heading Application Instructions on the Entitlement and Acceptance Form. Payment can only be made by Direct Debit or Cheque. Please choose only one payment option. Option 1: If you choose the direct debit option you or the buyer must complete the bank account nominated on the Entitlement and Acceptance Form, for the amount applied for on the Entitlement and _1 13

14 Acceptance Form. The bank account must be with a New Zealand registered bank. You cannot specify a direct debit date and you must ensure that: the bank account details supplied are correct; the application funds in the bank account for direct debit are available on the day the Registrar will receive the Entitlement and Acceptance Form; the person(s) giving the direct debit instruction has/have the authority to operate the account solely/jointly; and the bank account you nominate is a transactional account eligible for direct debit transactions. If you are uncertain you should contact your bank. You must sign the Entitlement and Acceptance Form as this is required as authorisation by the banks for the Registrar to process the direct debit. Should your direct debit fail, your acceptance will be rejected. If requested, a direct debit authority form will be provided to you by the Registrar. Refer to the contact details on the Entitlement and Acceptance Form. Option 2: Via a cheque drawn from a New Zealand registered bank and made out in New Zealand dollars. Cheques must be made payable to Promisia Integrative Limited Rights Offer, crossed Not Transferable and must not be post-dated as cheques will be banked on the day of receipt. If your cheque is dishonoured PIL may cancel your allotment of Shares and pursue any other remedies available to it at law. Enquiries If you have any queries about the number of Rights shown on the Entitlement and Acceptance Form which accompanies this Offer Document, or how to complete the Entitlement and Acceptance Form, please contact the Registrar at the address in the Directory at the end of this Offer Document _1 14

15 TERMS OF THE OFFER 1. The Offer 1.1 The Offer is an offer of New Shares in PIL to Eligible Shareholders under a pro-rata renounceable rights issue. Under the Offer, Eligible Shareholders are entitled to subscribe for 3 New Shares for every 1 Existing Share held at 5pm on the Record Date. Any fractional Entitlements will be rounded down to the nearest whole number. 1.2 The New Shares will be of the same class as, and rank equally with, the Existing Shares which are quoted on the NZX Main Board. It is a term of the Offer that PIL will take any necessary steps to ensure that the New Shares are, immediately after the allotment, quoted. 1.3 The maximum number of New Shares being offered under the Offer is 1,670,126, Issue Price 2.1 The Issue Price is $0.001 per New Share. Payment for the New Shares must be paid in full on application, with a completed Entitlement and Acceptance Form delivered to the Registrar in accordance with the instructions set out in the Entitlement and Acceptance Form. PIL may (at its discretion) accept late applications and payment for such, but has no obligation to do so. PIL may accept or reject (at its discretion) any Entitlement and Acceptance Form which it considers has not been completed correctly, and may correct any errors or omissions on any Entitlement and Acceptance Form. 2.2 If an Eligible Shareholder does not renounce its Rights and does not apply for any New Shares and pay the associated Application Monies by the Closing Date, then its Rights will lapse and no value for those Rights will be realised. 2.3 Application Monies received will be held in a trust account with the Registrar until the corresponding New Shares are allotted or, if for whatever reason allotment does not occur, until the Application Monies are refunded. Interest earned on the Application Monies will be for the benefit, and remain the property, of PIL and will be retained by PIL whether or not the allotment of New Shares takes place. 2.4 Any refunds of Application Monies will be made within 5 Business Days of allotment of the New Shares, or, if a decision is made not to proceed with the Offer, within 5 Business Days of the date of that decision. 3. Eligibility 3.1 The Offer is only open to Eligible Shareholders or persons that PIL is satisfied can otherwise participate in the Offer in compliance with all applicable laws. 3.2 PIL considers that the legal requirements of jurisdictions other than New Zealand are such that it would be unduly onerous for PIL to make the Offer in those jurisdictions. This decision was made having regard to the small number of shareholders in such overseas jurisdictions, the financial resources of PIL and the costs of complying with overseas legal requirements. 4. Opening and Closing Dates 4.1 The Offer will open on the Opening Date. The last day for receipt of a renunciation or the completed Acceptance and Entitlement Form with payment is 5:00pm on the Closing Date, subject to PIL varying those dates in accordance with the Listing Rules. 5. Oversubscription Facility 5.1 Any New Shares in respect of which Rights are not taken up will form the Shortfall and will be available first, for subscription by the Underwriter and second, to Applicants under the Oversubscription Facility. Accordingly Applicants may apply for an additional number of New Shares in excess of the Rights they hold subject to the resulting availability. 5.2 If Oversubscription Facility applications exceed the amount of the Shortfall (after application of the Underwriting Agreement) then such applications will be satisfied on a pro-rata basis _1 15

16 (calculated based on the proportion of Existing Shares held by each Applicant to the Oversubscription Facility as at the Record Date) up to the total number of New Shares comprising the Oversubscription Facility. 5.3 Applications for additional New Shares under the Oversubscription Facility must be satisfied in cash, and will be accepted (in full or in part) or rejected at the Board s discretion and subject to any applicable laws. 6. Allotment of New Shares 6.1 New Shares issued under the Offer are expected to be allotted on or before the Allotment Date. Transaction statements confirming the allotment of New Shares will be issued and mailed promptly following allotment occurring. 7. Terms and ranking of New Shares 7.1 New Shares allotted and issued will be fully paid and will be the same class as, and rank equally in all respects with, Existing Shares that are quoted on the NZX Main Board on the Allotment Date. They will give the holder the right to one vote on a resolution at a meeting of shareholders (subject to any restrictions in PIL s constitution or the Listing Rules), the rights to dividends authorised by the Board and the right to a proportionate share in any distribution of surplus assets of PIL on any liquidation. 8. Rights 8.1 If you are an Eligible Shareholder you may subscribe for all or a proportion of your New Shares under your Entitlement, sell your Entitlement by way of private transfer to a willing and eligible purchaser or allow your Entitlement to lapse. See further details in the section of this Offer Document headed Actions to be taken by Eligible Shareholders. 8.2 The Rights will not be quoted on the NZX Main Board and cannot be traded on market. 9. Minimum Amount to be Raised 9.1 There is no minimum amount that must be raised for the Offer to proceed. 10. Financial Statements 10.1 The latest available audited financial statements for PIL are the audited financial statements for the year ending 31 December These financial statements were prepared in compliance with the Financial Reporting Act 2013, were announced to NZX on 28 March 2018 in accordance with the Listing Rules and are also available on the Companies Office website: PIL s unaudited financial statements for the six months ended 30 June 2018 were announced to NZX on 24 August 2018 and are available at Access to Information and Statements 11.1 A copy of the information referred to above and financial statements referred to above are available from the NZX website, the public register of the Companies Office ( and PIL s website ( or can be provided on request, free of charge, by applying in writing to PIL s Registered Office, details of which are set out in the Directory at the end of this Offer Document. 12. Governing Law 12.1 This Offer Document, the Offer and any contract resulting from it are governed by the laws of New Zealand, and each Applicant submits to the exclusive jurisdiction of the courts of New Zealand _1 16

17 GLOSSARY Applicant A person holding Rights whose application for New Shares, together with payment for those New Shares, has been received by the Registrar on or before the Closing Date. Allotment Date Subject to the terms of this Offer, means on or before 31 December Application Monies Board Business Day Cleansing Notice Money received by PIL from Applicants who have applied for New Shares under the Offer. The board of directors of PIL. The meaning given to that term in the Listing Rules. The cleansing notice issued by PIL as part of the Offer as required under the exclusion in clause 19 of Schedule 1 of the FMCA. Closing Date 5:00pm Monday, 24 December Eligible Shareholder Entitlement and Acceptance Form Entitlement Existing Shares A Shareholder, as at 5:00pm (NZ time) on the Record Date, with a registered address in New Zealand. The personalised entitlement and acceptance form enclosed in this Offer Document for Eligible Shareholders. The number of Rights to which Eligible Shareholders are entitled. Shares on issue on the Record Date. FMCA The Financial Markets Conduct Act Ineligible Shareholders Issue Price Listing Rules New Share NZX NZX Main Board NZX Primary Market Participant Offer Offer Document Shareholders of PIL who are not Eligible Shareholders. $0.001 (one tenth of a cent) per New Share. The listing rules of the NZX Main Board, as amended from time to time and for so long as PIL is listed on the NZX Main Board. One ordinary share in PIL offered under the Offer of the same class as, and ranking equally in all respects with the Existing Shares at the Allotment Date. NZX Limited, a licensed market operator under the FMCA. The NZX Main Board market operated by NZX. Any company, firm, organisation, or corporation designated or approved as a primary market participant from time to time by NZX. The renounceable rights offer for Eligible Shareholders as set out in this Offer Document. This document. Opening Date 6 December _1 17

18 Oversubscription Facility PIL The oversubscription facility comprised of all Rights not taken up by Eligible Shareholders on the terms described in this Offer Document. Promisia Integrative Limited. Record Date 5:00pm 4 December Registrar Right Share Shareholder Shortfall Underwriter Underwriting Agreement Link Market Services Limited. The renounceable right to subscribe for 3 New Shares for every 1 Existing Share held on the Record Date at the Issue Price. One ordinary share in PIL. A registered holder of Shares on issue. The number of New Shares not taken up not taken up by Eligible Shareholders through their Rights. T D Brankin and M J Lay as trustees of the Brankin Family Interest Trust. The agreement entered into between PIL and the Underwriter on or about 23 November DIRECTORY Enquiries Enquiries about this offer should directed to an NZX Primary Market Participant or your financial or legal adviser Registrar Link Market Services Limited Level 11, Deloitte Centre 80 Queen Street Auckland 1010 PO Box Auckland 1142 Telephone Fax applications@linkmarketservices.co.nz Registered Office 171 Featherston Street Level 15 Wellington, 6011 Telephone: Website: Directors Stephen Underwood, Chairman Thomas Brankin Duncan Priest Helen Down Key Management Rene de Wit, Chief Executive Stacey Neale, Marketing Manager Liam Harker, Product Development Manager Solicitors Duncan Cotterill Level 2, Chartered Accountants House 50 Customhouse Quay Wellington _1 18