Acquisition of aged care facilities – Market Update

NZX Release 30 June 2020 Acquisition of aged care facilities - Market Update Promisia Integrative Limited (NZX: PIL) is pleased to announce that the acquisition of aged care facilities from the Brankin Family Trust and related transactions (Proposed Transaction) is progressing strongly towards completion. Equity Condition A key condition for PIL was to secure a minimum of $6 million of equity commitments towards funding completion of the Proposed Transaction. PIL has now secured total equity commitments in excess of $6.6 million from wholesale investors. Accordingly, this condition is now satisfied and PIL will be able to complete the Proposed Transaction once the debt facilities discussed below can be drawn down. The equity commitments comprise: o $1.1 million of convertible notes which may be converted to shares at 0.1c per share at the election of the investor. Where PIL raises new equity after the Proposed Transaction, the note holders may request a full or partial repayment of their notes. Any notes outstanding on 15 December 2020 will convert to shares at 0.1c per share. o The balance in subscriptions for ordinary shares at completion of the Proposed Transaction at an issue price of 0.1c per share. PIL obtained approval to issue up to $8 million of new shares at 0.1c per share and will continue discussions with a number of interested wholesale investors. Debt Funding Completion is still dependent on PIL's new debt facilities being drawn down from a New Zealand registered bank. PIL anticipates receiving final documented terms for new debt facilities shortly. This follows the completion of an independent business review report for the bank by a 'big four' firm. A supplementary update to the independent valuations of the aged care facilities that were obtained in February 2020 will be received shortly. PIL is pleased with the outcome of the independent business review report and anticipates that there will be no material change to the independent valuations discussed in the Listing Profile. PIL notes that the facilities have seen a lift in occupancy as outlined in the attached announcement and occupancy is the key driver of revenue. Completion Timetable PIL and the vendor are working towards completing the Proposed Transaction on 15 July 2020. However, as a number of transaction steps need to be completed (particularly around the debt facilities) PIL and the vendor have agreed that completion may occur at any time up to and including 31 July 2020. If completion does not occur by that time, either party can terminate the Proposed Transaction on a no claims basis. The timetable for the Proposed Transaction is as follows: Target Completion Date of the Proposed Transaction (including issue of all New Shares) - 15 July 2020 Last day for Completion - 31 July 2020 Suspension lifted and PIL ordinary shares resume trading on NZX Market - Immediately following Completion ENDS For further information please contact Mr Stephen Underwood, Chairman on 027 499 3387 or Mr Rene de Wit on 021 571 000. End CA:00355537 For:PIL Type:GENERAL Time:2020-06-30 16:59:55