SPH Notice – Radius Residential Care Limited

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Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Radius Residential Care Limited (NZX:RAD)
Date this disclosure made: 10 December 2020
Date on which substantial holding began: 10 December 2020
Substantial product holder(s) giving disclosure
Full name(s): Radius Residential Care Limited (“Radius Care”)
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Radius Care (“Shares”)
Summary for Radius Care
For this disclosure,—
(a) total number held in class: 109,139,542
(b) total in class: 176,495,000
(c) total percentage held in class: 61.837%
Details of relevant interests
Details for Radius Care
Nature of relevant interest(s):
Power to control the disposal of Shares pursuant to an:
• Escrow Deed between Radius Care, ASB Bank Limited and Wave Rider Holdings Limited
as trustee of the Wave Rider Trust (“WRHL”) under which WRHL agreed that it would
not sell or otherwise dispose of any of its Shares where such sale or other disposal
would result in WRHL holding less than 88,423,995 Shares until the earlier of: (a) the
first date on which: (i) Radius Care’s equity ratio is 40% or more; and (ii) Radius
Care’s debt coverage ratio is less than 1.5x; (b) the date on which the Radius Care
group repays all indebtedness owed by it to the ASB Bank Limited; and (c) 29 July
2023. A copy of the Escrow Deed is attached to the substantial product holder notice
filed by WRHL on 10 December 2020; and
• Escrow Deed between Radius Care, ASB Bank Limited and Knox Fund IV NZD LP and
Knox Fund IV AUD LP (the “Knox Funds”) under which the Knox Funds agreed that
they would not sell or otherwise dispose of any of their Shares where such sale or other
disposal would result in the Knox Funds holding less than 20,715,547 Shares until the
earlier of: (a) the first date on which: (i) Radius Care’s equity ratio is 40% or more;
and (ii) Radius Care’s debt coverage ratio is less than 1.5x; (b) the date on which the
Radius Care group repays all indebtedness owed by it to the ASB Bank Limited; and (c)

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29 July 2023. A copy of the Escrow Deed is attached to the substantial product holder
notice filed by Knox Investment Partners Limited on 10 December 2020.
For that relevant interest,—
(a) number held in class: 109,139,542
(b) percentage held in class: 61.837%
(c) current registered holder(s): WRHL (88,423,995 Shares), Knox Funds (20,715,547
Shares)
(d) registered holder(s) once transfers are registered: Not applicable

For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable


Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
Radius Care became a substantial product holder (for the purposes of the Financial Markets
Conduct Act 2013) on 10 December 2020 upon the shares of Radius Care being quoted on
the NZX Main Board which is a licensed market operated by NZX Limited.
Additional information
Address(es) of substantial product holder(s): Level 4, 56 Parnell Road, Auckland 1o52
Contact details: Brien Cree, brien@radiuscare.co.nz, 021 955 769
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Wave Rider Holdings Limited, Knox Investment
Partners Limited, Knox Fund IV NZD LP, Timothy James Duncan Sumner and Bret Paul
Jackson.
Certification
I, Brien Herbert Cree, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.