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Promisia Healthcare Limited (NZX: PHL) Minimum Holdings Notice

Tuesday 16th February 2021

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Promisia Healthcare Limited wishes to advise the market that it intends to exercise a power of sale of shares held by persons with less than a Minimum Holding.

Under PHL’s constitution and the NZX Listing Rules, PHL is permitted to exercise a power of sale of shares held by any person with less than a Minimum Holding. The Board has determined that it will exercise its power of shares held by any person with less than $1,000 of shares calculated at a price per share of $0.002 being the Average Market Price of PHL’s shares based on a Relevant Date of 15 February 2021.

In accordance with clause 9 of PHL’s constitution and NZX Main Board Listing Rule 4.9(c), the Board gives notice to shareholders that at the expiration of three months after this notice, being 16 May 2021 (Expiry Date), the Board will, unless shareholders increase their shareholding to more than $1,000 of shares (calculated at the price per share of $0.002), exercise the power of sale of individual holdings of less than $1,000 of shares in the manner described below.

PHL will acquire the shares and cancel them. The price paid per share will be equal to the volume weighted average price of a share on the NZX Market over the 20 business day period preceding the day the shares are acquired by PHL. PHL will deduct its reasonable expenses from those proceeds and then account to affected shareholders with the net proceeds in accordance with its constitution.

PHL will make a share purchase plan offer to all shareholders in March 2021 where shareholders can, subject to scaling, acquire up to $15,000 of shares in PHL at $0.001 per share (SPP). Participation in the SPP will provide shareholders with a brokerage free opportunity to increase their shareholding if they hold less than a Minimum Holding.

Shareholders with fewer than $1,000 of shares have three months to make a decision in respect of their small shareholdings by choosing one of the following options:

Option 1: Do nothing and PHL will acquire your shares.

After the Expiry Date, PHL will acquire your shares through an off-market share buyback. The price paid per share will be equal to the volume weighted average price of a share on the NZX Market over the 20 business day period preceding the day the shares are acquired by PHL.

PHL will then deduct its reasonable expenses from your proceeds and account to you with your net proceeds in accordance with its constitution. The proceeds will be deposited into the bank account that Link Market Services has on record for you. You should therefore ensure these details are up to date. Bank account details can be updated online by visiting the Link Investor Centre at www.linkmarketservices.co.nz.

Option 2: Increase your shareholding.

Purchase additional shares to increase your holding to $1,000 of shares or more (calculated at a price per share of $0.002). Participation in the SPP will provide shareholders the opportunity to increase their shareholding. Other than the SPP, PHL is providing no other facility for this and you may have to pay brokerage fees if you choose to increase your shareholding by purchasing shares on-market.

Shares purchased under the SPP or through any other facility must be registered in the same holding as your existing shares. The purchase of additional shares must be settled prior to the Expiry Date. If your shareholding meets the $1,000 threshold by 5pm on the Expiry Date, your shares will not be sold.

Please see the link below for details:

Minimum Holdings Notice

Source: Promisia Healthcare Limited



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