Indicative Pricing for Retail Bond Offer

Ryman Healthcare Ltd, 92 Russley Rd, Avonhead, Christchurch 8140


NZX MEDIA RELEASE
7 December 2020
RYMAN ANNOUNCES INDICATIVE PRICING FOR RETAIL BOND OFFER
Further to the announcement by Ryman Healthcare Limited (Ryman) of an offer of up to $100
million (with the ability to accept oversubscriptions of up to an additional $50 million at Ryman’s
discretion) of 6 year, secured fixed rate bonds maturing on 18 December 2026, Ryman today
announced indicative pricing for the offer.
The indicative issue margin range is 2.00% to 2.20% per annum over the underlying swap rate,
subject to a minimum interest rate of 2.50% per annum.
The actual issue margin may be above or below the indicative issue margin range. The issue margin
and interest rate will be set following a bookbuild process on 10 December 2020 and will be
announced by Ryman via NZX shortly thereafter.
The offer opens today and will close on 10 December 2020 following the bookbuild process, with
the bonds expected to be issued on 18 December 2020.
Full details of the bond offer are contained in the Product Disclosure Statement (PDS). The PDS is
available through www.rymanhealthcare.co.nz/investors/bonds or by contacting the Joint Lead
Managers or your usual financial adviser, and must be obtained by investors before they decide to
acquire any bonds.
Ryman has applied for the bonds to be quoted on the NZX Debt Market.
There is no public pool for the bonds, with all of the bonds being reserved for the Joint Lead
Managers, NZX participants and other approved financial intermediaries invited to participate in the
bookbuild.
A copy of the indicative terms sheet is attached, and available through
www.rymanhealthcare.co.nz/investors/bonds.
Joint Lead Managers


0800 269 476 0800 367 227

Ryman Healthcare Ltd, 92 Russley Rd, Avonhead, Christchurch 8140




0800 742 737 0800 942 822

About Ryman: Ryman Healthcare was founded in Christchurch in 1984 and owns and operates 39
retirement villages in New Zealand and Australia. Ryman villages are home to more than 12,000
residents, and the group employs more than 6,000 staff.
Contacts:
For investor relations information contact Michelle Perkins, Investor Relations Manager, on 027 222
9684 (+64 27 222 9684) or email michelle.perkins@rymanhealthcare.com
For media information or images contact David King, Corporate Affairs Manager, on 021 499 602
(+64 21 499 602) or email david.king@rymanhealthcare.com

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RYMAN HEALTHCARE LIMITED | INDICATIVE TERMS SHEET
Ryman Healthcare Limited
INDICATIVE TERMS SHEET FOR AN ISSUE OF UP TO $100,000,000
FIXED RATE BONDS (PLUS UP TO $50,000,000 OF OVERSUBSCRIPTIONS)
DUE 18 DECEMBER 2026
DATED 7 DECEMBER 2020
JOINT LEAD MANAGERS

RYMAN HEALTHCARE LIMITED | INDICATIVE TERMS SHEET
1
IssuerRyman Healthcare Limited (“Ryman”)
InstrumentFixed rate, secured, unsubordinated bonds (“Bonds”)
StatusThe Bonds will be issued under the Master Trust Deed dated 24 November 2020. Principal and interest amounts
in respect of the Bonds will be direct, secured, unsubordinated obligations of Ryman and rank pari passu with all
other unsubordinated obligations of Ryman, except indebtedness preferred by law.
GuarantorsConsistent with the Guarantors for Ryman’s bank facilities.
PurposeThe purpose of the offer is to provide diversity of funding sources and tenor, and the proceeds of the offer will be
used to repay a portion of Ryman’s existing bank debt. This will provide Ryman with additional headroom under
Ryman’s Bank Facility Agreement which it can drawdown as required.
SecurityThe Bondholders will share the benefit of the same security package as Ryman’s banks and any other debt
funding providers who become Beneficiaries under the Security Trust Deed on a pro rata basis. This security is
held by the Security Trustee.
The Security held by the Security Trustee is:
1. first ranking registered mortgages over:
(a) all land and buildings owned by NZ Guarantors that are not NZ Village Companies. This includes bare
land and land that is under development and not yet used for operational retirement villages;
(b) any land and buildings owned by NZ Guarantors that are NZ Village Companies which are on separate
legal titles to any land allocated for Units. This generally includes hospital facilities, Community
Facilities and care centres (but only if that care centre does not contain any Care Suites);
2. second ranking registered mortgages over the care centre of any NZ Village Company but only if that care
centre includes any Care Suites; and
3. general security over all the assets of Ryman and each Guarantor under the General Security Agreements.
Separately, each NZ Village Company provides first ranking mortgages to the Statutory Supervisor over all land
and buildings owned by that NZ Village Company containing Units and the land on which a care centre of any NZ
Village Company is located where the care centre includes Care Suites.
All proceeds of enforcement received under the Security Trustee’s NZ GSA and/or the Security Trustees
Mortgages and the Statutory Supervisor’s Mortgage are applied in accordance with each Security Sharing Deed.
The Security Trust Deed also contains rules regarding the distribution of proceeds received by the Security
Trustee on enforcement of the Security (these are subject to the security arrangements in the Security Sharing
Deed).
Under each Security Sharing Deed the Statutory Supervisor is entitled to the proceeds of enforcement in priority
to the Security Trustee to the extent that the proceeds relate to a Unit, the land on which the Unit is located
and/or land on which a care centre is located (but only where that care centre includes any Care Suites). The
remaining proceeds of enforcement will be shared between the Beneficiaries (including the Bondholders) on a
pro rata basis.
Also, each Resident of an Australian Village Company has the benefit of a statutory charge over the land of the
relevant Australian Village Company to secure that company’s obligation to repay the Australian Resident Loan
paid by a Resident. This charge ranks ahead of the security interest held by the Security Trustee over the assets
of the Australian Village Company.
No registered mortgages are held in respect of any Australian Guarantor. But the Security Trustee has an
unregistered security interest in each Australian Guarantor’s land holdings under the general security (which will
rank behind the statutory charge).
To further diversify sources and tenor of debt funding, Ryman is investigating a number of additional debt funding
options, including an issue of USPP notes and other arrangements with institutional lenders. These transactions
may be completed relatively soon after the date of this terms sheet. It is expected that the providers of such debt
funding will be Beneficiaries entitled to the benefit of the Security under the Security Trust Deed (and will rank
equally for repayment with the Bonds).
Refer to the PDS for more detail on Security.
The product disclosure statement for the Bonds (“PDS”), which contains full details of the offer, is available at
www.rymanhealthcare.co.nz/investors/bonds or can be obtained from the Joint Lead Managers or your usual financial advisor.
Investors must obtain a copy of the PDS before they apply for Bonds.

RYMAN HEALTHCARE LIMITED | INDICATIVE TERMS SHEET
2
Financial
Covenants
Ryman must ensure at all times that:
• Debt to Equity Covenant – the ratio of Total Liabilities of the Ryman Group (after deducting the aggregate
value of all Resident Occupancy Advances, Australian Resident Loans and Accommodation Bonds owing
or held by the Ryman Group) to Net Tangible Assets of the Ryman Group is no greater than 1.0:1.0; and
• Guaranteeing Group Coverage Covenant – the Total Tangible Assets and Adjusted EBIT of the
Guaranteeing Group must represent not less than 90% of the Total Tangible Assets and Adjusted EBIT of
the Ryman Group taken as a whole.
Under the Trust Deed these financial covenants are subject to change but only where the equivalent covenant
in the Bank Facility Agreement is changed and Ryman has certified to the Supervisor that the change is more
favourable to the Bondholders (if it applied to the Bondholders) than the relevant financial covenant.
If there is a breach of the Debt to Equity Covenant, Ryman must, within 6 months of the date of a 6 monthly
compliance report being delivered specifying that breach (or the date on which it should have been delivered,
if earlier) remedy the breach or (if not remedied within 6 months) give notice to the Bond Supervisor within 20
Business Days after such date of its plan to remedy the breach. If the breach is not remedied within 6 months of
the date of that notice (or the date on which it should have been delivered, if earlier) an Event of Default will occur.
Therefore a continued breach of the Debt to Equity Covenant will be an Event of Default approximately 13
months after that breach is disclosed to the Bond Supervisor in the 6 monthly compliance report.
A breach of the Guaranteeing Group Coverage Covenant is an Event of Default if: (1) it is not remedied within
30 days after Ryman or a Ryman Group member becoming aware of the breach; and (2) the default is, or is likely
to be (in the reasonable opinion of the Bond Supervisor) materially prejudicial to Bondholders.
Distribution stopper
While the Bond Supervisor does not have the benefit of a distribution stopper in respect of a breach of the Debt
to Equity Covenant unless that breach becomes an Event of Default (as described above), under the Bank
Facility Agreement, Ryman is not permitted to make a distribution if the ratio equivalent to the Debt to Equity
Covenant in that agreement is breached (unless the lenders under the Bank Facility Agreement waive their
rights).
Refer to the PDS and Master Trust Deed for more detail on covenants that will apply to the Bonds.
Credit RatingsThe Bonds will not be rated.
Issue AmountUp to $100,000,000 with the ability to accept oversubscriptions of up to an additional $50,000,000 at Ryman’s
sole discretion.
No Public PoolAll Bonds, including oversubscriptions, will be reserved for subscription by clients of the Joint Lead Managers,
Primary Market Participants and other persons invited to participate in the bookbuild.
Interest RateTo be determined by Ryman in conjunction with the Arranger following the bookbuild, and be announced by
Ryman via NZX on or about the Interest Rate Set Date.
The Interest Rate will be equal to the sum of the Swap Rate and the Issue Margin but in any case will be no less
than the minimum Interest Rate of 2.50% per annum.
Issue MarginThe Issue Margin will be determined by Ryman in conjunction with the Joint Lead Managers following a bookbuild
on the Interest Rate Set Date.
The indicative Issue Margin is 2.00% to 2.20% per annum.
Swap RateThe mid-market swap rate for an interest rate swap of a term matching the period from the Issue Date to the
Maturity Date, as calculated by Ryman in conjunction with the Arranger, according to market convention, with
reference to Bloomberg page ‘ICNZ4’ (or any successor page) on the Interest Rate Set Date and expressed on a
quarterly basis (rounded to 2 decimal places, if necessary, with 0.005 being rounded up).
Interest
Payments
and Interest
Payment
Dates
Interest will be paid quarterly in arrear in equal amounts on 18 March, 18 June, 18 September and 18 December
(or if that day is not a Business Day, the next Business Day) of each year up to and including the Maturity Date.
The first Interest Payment Date will be 18 March 2021.
Record Date10 days before the due date for a payment or, if that day is not a Business Day, the immediately preceding
Business Day.
ISINNZRYMD0010L2

RYMAN HEALTHCARE LIMITED | INDICATIVE TERMS SHEET
3
Listing Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market and all
requirements of NZX relating thereto that can be complied with on or before the distribution of this Terms Sheet
have been duly complied with. However, the Bonds have not yet been approved for trading and NZX accepts
no responsibility for any statement in this Terms Sheet. NZX is a licensed market operator, and the NZX Debt
Market is a licensed market under the Financial Markets Conduct Act 2013.
NZX Ticker code RYM010 has been reserved for the Bonds.
DenominationsMinimum denomination of $5,000 with multiples of $1,000 thereafter
ArrangerANZ Bank New Zealand Limited (“ANZ”)
Joint Lead
Managers
ANZ, Forsyth Barr Limited, Hobson Wealth Partners Limited and Westpac Banking Corporation
(ABN 33 007 457 141) (acting through its New Zealand branch)
Bond
Supervisor
Public Trust
Security
Trustee
New Zealand Permanent Trustees Limited
Registry &
Paying Agent
Link Market Services Limited
Statutory
Supervisor
Anchorage Trustee Services Limited
Early
Redemption
Neither Bondholders nor Ryman are able to redeem the Bonds before the Maturity Date. However, Ryman
may be required to repay the Bonds early if there is an Event of Default (as described in the PDS and the
Master Trust Deed).
Brokerage0.50% brokerage plus 0.50% on firm allocations paid by Ryman
Governing
Law
New Zealand
Selling
Restrictions
Ryman does not intend that the Bonds be offered for sale, and no action has been taken or will be taken to permit
a public offering of Bonds, in any jurisdiction other than New Zealand. You may only offer for sale or sell any Bonds
in conformity with all applicable laws and regulations in any jurisdiction in which it is offered, sold or delivered.
This Terms Sheet may not be published, delivered or distributed in or from any country other than New Zealand.
By subscribing for or otherwise acquiring any Bonds, you agree to indemnify Ryman, the Bond Supervisor, the
Arranger and the Joint Lead Managers and their respective directors, officers, employees and agents in respect
of any loss, cost, liability or damages suffered as a result of an investor breaching these selling restrictions.
PDS LodgementThursday, 26 November 2020
Opening DateMonday, 7 December 2020
Closing Date1pm, Thursday, 10 December 2020
Interest Rate Set DateThursday, 10 December 2020
Issue DateFriday, 18 December 2020
Expected QuotationMonday, 21 December 2020
Maturity DateFriday, 18 December 2026
The dates set out in this Terms Sheet are indicative only and subject to change. Ryman may vary the timetable in its absolute discretion
and without notice. Any such changes will not affect the validity of any applications received. Ryman reserves the right to cancel the
Bond offer, in which case all application monies received will be refunded (without interest) as soon as practicable.
Capitalised terms used but not defined in this Terms Sheet have the meanings given to them in the PDS.
Important Dates