Promisia Integrative Limited
Transaction Type: Company meeting (Allotment)
Allottee: Thomas Brankin, Michael Lay, Brankin Family Trust
Independent Adviser(s): Simmons Corporate Finance (Rule 18)
Date of meeting: 11/06/2020
On 19 December 2019, Promisia Integrative Limited (PIL) announced that it intended to change the essential nature of its business to become an owner and operator of retirement villages and aged care facilities.
To facilitate this change, PIL entered into a conditional agreement with its largest shareholder, Thomas Brankin and Michael Lay, as trustees of the Brankin Family Trust (the Brankin Family Trust) to acquire 100% of the shares in six companies (the Proposed Transaction, and the Brankin Companies).
Under the Proposed Transaction, PIL would acquire three aged care facilities, take over a lease of a currently vacant aged care facility (as well as hold the option of buying that facility for a fixed price). The Proposed Transaction effectively represented a reverse listing of the Brankin Companies through PIL.
Under the agreement, the acquisition price was payable in:
- $23,385,000 in cash (the Acquisition Purchase Price); and
- $8,000,000 by way of an issue of 8,000,000,000 ordinary shares at an issue price of $0.001 per share (the Brankin Allotment).
PIL proposed to finance the Acquisition Purchase Price through a mixture of new debt finance, and an equity raise of up to $8,000,000 by way of the issue of up to 8,000,000,000 ordinary shares at an issue price of $0.001 per share to wholesale investors (the Wholesale Allotment).
Following the Brankin Allotment, and depending on the number of shares issued under the Wholesale Allotment, the Brankin Family Trust’s voting control in PIL would increase from 51.30% to between 55.34% and 62.99%. As such, the Brankin Allotment would have breached rule 6 of the Code. PIL sought shareholder approval of the Brankin Allotment under rule 7(d) of the Code.
On 11 June 2020, at a special meeting of shareholders to consider the Brankin Allotment (among other resolutions). All resolutions were approved at the meeting, including the Brankin Allotment and the Wholesale Allotment.