Radius announces up to $50m equity raising to fund growth.
NZX RELEASE
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
8 July 2021
Radius Care announces equity raising of up to $50 million to fund
strategic growth initiatives.
Radius Residential Care Limited (NZX: RAD) (Radius Care) today announced its plans to
raise up to $50 million (Equity Raise) to fund strategic growth initiatives. Radius Care is
purchasing the land and buildings of four strategically important aged care facilities operated
(but not owned) by Radius Care. The purchase of these facilities:
increases Radius Care’s brownfield development pipeline; and
gives Radius Care ownership of the aged care facilities adjacent to two co-located
retirement villages that it owns and operates.
The purchase of these facilities will be funded by a fully underwritten $23 million placement of
new shares (with the ability to accept up to an additional $7 million of oversubscriptions at
Radius Care’s discretion on a non-underwritten basis) (Placement) and $10 million of Radius
Care shares issued to Ohaupo Holdings Limited (the vendor of those facilities) or its nominee/s
(Ohaupo Share Issue). Shares issued under the Ohaupo Share Issue will be escrowed for a
period of 12 months. Any proceeds of the Placement not used to fund the Ohaupo acquisition
(and related transaction costs) will be used to reduce debt.
In addition, Radius Care is also undertaking a non-underwritten retail offer (Retail Offer) of
up to $5 million of Radius Care shares with the ability to accept oversubscriptions of up to $5
million of Radius Care shares for debt repayment to create further headroom for potential
future strategic growth initiatives.
The Placement price will be set via a bookbuild process today, subject to an underwritten floor
price of $0.50 per Radius Care share. The issue of shares under the Placement, the Ohaupo
Share Issue and the Retail Offer will all be undertaken at the same price (being the Placement
price) and in each case is subject to Radius Care shareholder approval, which will be sought
at a special meeting of shareholders to be held at 10:30am Friday, 23 July 2021 (Special
Shareholder Meeting).
Radius Care overview and strategy
Radius Care provides a full range of accommodation and care options from retirement village
to rest home care and right through to high acuity and specialist care (being hospital,
dementia, psychogeriatric, physical and intellectual care).
As outlined in its December 2020 Listing Profile, Radius Care’s listing on the NZX Main Board
was the first step in the next stage of its growth, providing an enhanced ability to access capital
to fund growth initiatives as and when specific opportunities arise.
Radius Care outlined a clear growth strategy to:
purchase strategically important facilities already operated (but not owned) by Radius
Care, providing greater control to undertake value enhancing initiatives, particularly
brownfield development;
leverage its strong brownfield development capabilities to undertake value accretive
facility extensions and reconfigurations;
leverage its strong greenfield development capabilities, but shifting to a model where
Radius Care not only operates the new facilities but also funds the development and
retains ownership of the land and buildings; and
continue its successful track record of undertaking opportunistic acquisitions of
attractive aged care facilities and retirement villages, again moving to a model where
Radius Care both operates and owns the acquired facilities and villages.
Brien Cree, Radius Care’s Executive Chairman, said: “We are pleased to demonstrate strong
progress against our strategy that we communicated to the market in our December 2020
Listing Profile, with this capital raising providing the funds for attractive value enhancing
growth initiatives.”
Proceeds from the Equity Raise
The up to $50 million capital raising will be used to fund:
$31.4 million for the purchase of the land and buildings at four strategically important
leased facilities from one of Radius Care’s largest landlords, Ohaupo Holdings Limited
(Ohaupo Holdings), totalling 277 existing care beds. The purchase price represents
a 2.3% discount to the April 2020 independent valuation. This transaction also adds
an additional 20 care beds to the brownfield development pipeline and brings 20 care
beds of brownfield development previously identified under Radius Care’s ownership
and control; and
up to $17 million for debt repayment to provide additional financial flexibility and
headroom for future growth initiatives; and
transaction costs associated with the acquisition and capital raising.
Details of the Equity Raise
The Equity Raise of up to $50 million comprises:
an underwritten Placement of $23 million (with the ability for Radius Care to accept
oversubscriptions of up to an additional $7 million at its discretion on a non-
underwritten basis);
a non-underwritten Retail Offer of up to $5 million (with the ability for Radius Care to
accept oversubscriptions of up to $5 million); and
$10 million of Radius Care shares to be issued to Ohaupo Holdings (or its nominee/s)
– the vendor of the land and buildings of the four leased facilities being purchased.
The Placement will be conducted today through a bookbuild in which institutional and other
select investors in New Zealand, Australia, Hong Kong and Singapore will be invited to
participate. A trading halt has been granted by NZX to facilitate the Placement.
The Placement price will be set via the bookbuild process today, subject to an underwritten
floor price of $0.50 per Radius Care share. The issue price of all Radius Care shares under
the Equity Raise (comprising the Placement, Retail Offer and Ohaupo Share Issue) will be the
same as the Placement price. This underwritten floor price for the Placement represents a
discount of 44.3% to the 5-day VWAP of $0.8969 (up to and including 7 July 2021) and a
discount to the theoretical post raise price of $0.7553 of $33.8% based on the last close price
of $0.90 on Wednesday, 7 July 2021 and the underwritten floor price of $0.50 (and assuming
a raise of $50 million).
Radius Care intends to make the Retail Offer available to existing shareholders with a
registered address in New Zealand, or with a registered address in Australia who Radius Care
considers to be a sophisticated or professional investor under Australian law, at 5pm on
Tuesday, 20 July 2021 (Eligible Shareholders)
1
. There will be no maximum application
amount applying to Eligible Shareholders’ participation in the Retail Offer, however in the
event that applications under the Retail Offer exceed the Retail Offer size, Radius Care will
have the right, at its discretion, to scale applications. Any such scaling will:
first be on a proportionate basis to a level that allows all Eligible Shareholders to
maintain their proportionate shareholding in Radius Care as at 5pm on 20 July 2021.
For this purpose, any Eligible Shareholder participating in the Retail Offer who is also
a limited partner of either Knox Fund IV NZD LP or Knox Fund IV AUD LP will be
deemed to hold, in addition to their own shareholding, such proportion of the shares
held by that Knox Fund at 5pm on 20 July 2021 as is equivalent to the proportion that
that Eligible Shareholder’s limited partner interest in that Knox Fund represents of the
total limited partner interests in that Knox Fund of all Eligible Shareholders participating
in the Retail Offer; and
1
The Retail Offer will not be made to, and Eligible Shareholders will not include, Wave Rider Holdings Limited,
Knox Fund IV NZD LP, Knox Fund IV AUD LP, ACT Private Equity No.3 Fund, ROC Alternative Investment
Trust VI or ROC Asia Pacific Co-Investment Fund II.
thereafter, be at the discretion of Radius Care, having regard to the amount the
relevant Eligible Shareholder’s application represents of the total application amounts
received under the Retail Offer.
The Retail Offer has been designed so that Eligible Shareholders have the ability to not only
preserve, but also potentially increase, their current relative shareholding if they choose to
participate. In addition, as the record date for the Retail Offer occurs following this
announcement, it also provides the opportunity for non-shareholders of Radius Care to
purchase shares on the market prior to the record date to be eligible to participate in the Retail
Offer.
A Retail Offer document, together with an application form, will be available to Eligible
Shareholders on 26 July 2021 and will be available on the website to be established for the
Retail Offer on the same day. The closing date for applications by Eligible Shareholders under
the Retail Offer is 9 August 2021.
The new shares to be issued under the Placement, Retail Offer and Ohaupo Share Issue will,
from issue, rank equally in all respects with Radius Care's existing ordinary shares.
Shareholder approval and Special Shareholder Meeting
The issue of shares under each of the Placement, Ohaupo Share Issue and the Retail Offer
is subject to shareholder approval. Radius Care will hold a special shareholder meeting to
approve these issues of shares via three separate resolutions. The three resolutions are
interdependent (i.e. they all must pass for the purchase of the four facilities and the Equity
Raise to Proceed). The resolutions are summarised below:
Resolution Description
Resolution 1
• To approve the issue of $10 million of Radius Care shares at the Placement price
to Ohaupo Holdings (or its nominee/s)
• Ohaupo Holdings and its associated persons are not permitted to vote in favour
of this resolution
Resolution 2
• To approve the issue of up to $30 million of Radius Care shares at the Placement
price to investors under the Placement
• Participants in the Placement and their associated persons are not permitted to
vote in favour of this resolution
Resolution 3
• To approve the issue of up to $10 million of Radius Care shares at the Placement
price to Eligible Shareholders under the Retail Offer
• All Eligible Shareholders and their associated persons are not permitted to vote in
favour of this resolution
Each of the resolutions must be passed by an ordinary resolution of Radius Care
shareholders, i.e. by a simple majority of the votes of those shareholders entitled to vote and
voting on the resolution. Wave Rider Holdings Limited holds 54% of Radius Care shares on
issue and will be entitled to vote, and has informed Radius Care that it intends to vote, in
favour of all three resolutions. This would carry all three resolutions required.
Key dates
(all references to time are to New Zealand time)
Placement Date
Trading halt commences and bookbuild undertaken Thursday, 8 July 2021
Announcement of results of Placement and trading halt lifted
Expected to be by 10:00am
Friday, 9 July 2021
Special Shareholder Meeting to approve the issue of shares
under the Placement
10:30am Friday, 23 July 2021
Placement shares settled and allotted (with prior election by each
investor) and commence trading on NZX
Tuesday, 27 July 2021 or
Tuesday, 3 August 2021
Retail Offer Date
Record Date 5:00pm Tuesday, 20 July 2021
Special Shareholder Meeting to approve the issue of shares
under the Retail Offer
10:30am Friday, 23 July 2021
Offer Document expected to be available Monday, 26 July 2021
Retail Offer opens Monday, 26 July 2021
Retail Offer closes
5:00pm Monday, 9 August
2021
Announcement of results of Retail Offer Friday, 13 August 2021
Settlement and allotment of Retail Offer shares and
commencement of trading on NZX
Friday, 13 August 2021
Ohaupo facilities purchase and Ohaupo Share Issue Date
Special Shareholder Meeting to approve the issue of shares
under the Ohaupo Share Issue
10:30am Friday, 23 July 2021
Settlement of purchase of land and buildings of four properties
from Ohaupo Holdings
Thursday, 5 August 2021
Allotment of Ohaupo Share Issue shares and commencement of
trading on NZX
Thursday, 5 August 2021
Special Shareholder Meeting Date
Notice of meeting dispatched to shareholders Thursday, 8 July 2021
Voting record date for Special Shareholder Meeting 5:00pm Tuesday, 20 July 2021
Special Shareholder Meeting 10:30am Friday, 23 July 2021
Additional information
A conference call will be held at 11:00am on Thursday 8 July 2021 regarding the Equity Raise.
The dial-in details for the call are set out below.
Additional information regarding the Equity Raise is contained in the Investor Presentation
accompanying this announcement. The Investor Presentation contains important information
including key risks and foreign selling restrictions with respect to the Equity Raise.
Nothing contained in this announcement constitutes investment, legal, tax or other advice.
Investors are encouraged to seek appropriate professional advice before making any
investment decision.
-ends-
CONTACT DETAILS
For further information, please contact:
Stuart Bilbrough
Chief Executive Officer
Phone: +64 21 252 5778
Email: Stuart.Bilbrough@radiuscare.co.nz
CONFERENCE CALL DETAILS
To join the conference call either:
1. Pre-register at https://s1.c-conf.com/diamondpass/10015069-i37s64.html, OR
2. Dial into one of the numbers below at least five minutes prior to the scheduled call
time and advise the operator you are calling to join the Radius Care call. The
conference code is 10015069.
Dial-in Number:
Location Phone Number
New Zealand 09 929 1687
Australia 1800 809 971
International +61 7 3145 4010
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This announcement does not constitute an offer of securities in any place outside New Zealand. In particular,
this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any shares in the United
States or in any jurisdiction in which such an offer would be illegal. The offer and sale of the shares referred to in
this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 or the
securities laws of any state or other jurisdiction of the United States and accordingly, such shares may not be
offered, sold or otherwise transferred, directly or indirectly, in the United States or to any person acting for the
account or benefit of a person in the United States (to the extent such person is acting for the account or benefit
of a person in the United States).
You must not send copies of this announcement or any other material relating to the Retail Offer to any person in
the United States or elsewhere outside New Zealand.
---
Radius Care
1
Strategy update, land and buildings acquisition and equity raising
8 July 2021
“Caring is our calling”
2
Important Notice and Disclaimer (1/2)
This presentation has been prepared by Radius Residential Care Limited (“Radius Care”) in connection with an offer of new ordinary shares in Radius Care (“New Shares”) by way of a placement to institutional and other select investors (“Placement”) and a retailoffer to eligible
Radius Care shareholders (“Retail Offer”) under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”), (the Placement and the Retail Offer, together referred to as the “Offer”).
Information
This presentation contains summary information about Radius Care and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be complete nor does it containall the information which a
prospective investor may require in evaluating a possible investment in Radius Care or that would be required in a product disclosure statement under the FMCA or a prospectus under the Corporations Act 2001 (Cth). The historical information in this presentation is, or is based
upon, information that has been released to NZX Limited (“NZX”). This presentation should be read in conjunction with Radius Care’s annual report, market releases and other periodic andcontinuous disclosure announcements, which are available at
www.nzx.com.
Any decision to acquire New Shares under the Retail Offer should be made on the basis ofthe separate offer document to be lodged with NZX (the “Offer Document”). Any eligible shareholder who wishes to participate in the Retail Offer should review the Offer Document and
apply online in accordance with the instructions set out in the Offer Document and application form or as otherwise communicated to the shareholder. This presentation and the Offer Document do not constitute an offer, advertisementor invitation in any place in which, or to
any person to whom, it would not be lawful to make such an offer, advertisement or invitation.
Not financial product advice
This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire Radius Care’s securities, andhas been prepared without taking into accountthe objectives, financial situation or needs of prospective investors. Before
making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and consult a financial adviser, solicitor, accountant or other professionaladviser if necessary.
Past performance
Any past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. No representations or warranties are made as to the accuracy or completeness of such
information.
Future performance
This presentation includes certain “forward-looking statements” about Radius Care and the environment in which Radius Care operates, such as indications of, and guidance on, future earnings and financial position and performance. Forward-looking information is inherently
uncertain and subject to contingencies, known and unknown risks and uncertainties and other factors, many of which are outside of Radius Care’s control, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be
correct. A number ofimportant factors could cause actual results or performance to differ materially from the forward-looking statements. No assurance can be given that actual outcomes or performance will not materially differ from the forward-looking statements. The
forward-looking statements are based on information available to Radius Care as at the date of this presentation. Except as required by law or regulation (including the NZX Listing Rules), Radius Care undertakes no obligation to provide any additional or updated information
whether as a result of new information, future events or results or otherwise.
Financial information
All currency amounts in this presentation are in New Zealand dollars. Radius Care has a 31 March financial year end.
Investors should be aware that this presentation contains certain financial information and measures that are “non-GAAP financial information” under the New Zealand Financial Markets Authority Guidance Note on disclosing non-GAAP financial information, andare not
recognisedunder New Zealand equivalents to International Financial Reporting Standards (NZ IFRS). The non-GAAP / non-IFRS financial information includes Underlying EBITDA, AFFO and pro forma financial information to which certain adjustments have been made.
The non-GAAP / non-IFRS financial information do not have standardisedmeanings prescribed under NZ IFRS and, therefore, such financial information may not be comparable to similarly titled measurespresented by other entities, andshould not be construed as an alternative
to other financial information determined in accordance with the applicable NZ IFRS. Although Radius Care believes the non-GAAP / non-IFRS financial information provides useful information to users in measuring the financial performance and conditions of Radius Care,
investors are cautioned not to place undue reliance on any non-GAAP / non-IFRS financial information included in this presentation.
3
Important Notice and Disclaimer (2/2)
Distribution of presentation
This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restri cted or prohibited by law or would constitute a breach by Radius Care of any law. The distribution of this presentation in otherjurisdictions outside New Zealand
or Australia may be restricted by law, and persons into whose possession this presentation comes should observe any such restrictions. Any failure to comply with such restrictions may violate applicable securities laws. None of Radius Care, any person named in this presentation
or any of their affiliates accept or shall have any liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction.
Not for distribution or release in the United States
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The New Shares have not been, and will not be, registered under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any stateor other jurisdiction of the United States.
Disclaimer
To the maximum extent permitted by law, each of Radius Care, Jarden Securities Limited (the “Lead Manager”) and Jarden Partners Limited (the “Underwriter”) and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers
(together, the “Specified Persons”) disclaim all liability and responsibility (whether in tort (including negligence) or otherwise) for any direct or indirectloss or damage which may be suffered by any person through use of or reliance on anything contained in, or omitted from, this
presentation.
None of the Lead Manager, the Underwriter or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers have authorised, permitted or caused the issue, submission, dispatch or provision ofthis presentation and none
of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them.
The Specified Persons make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this presentation and, with regard to the Lead Manager, the Underwriter and their respective affiliates, related bodies
corporate, directors, officers, partners, employees, agents and advisers, take no responsibility for any part of this presentation or the Offer.
The Lead Manager, the Underwriter and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers make no recommendations as to whether you or your related parties should participate in the Offer nordo they make any
representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by the Lead Manager, the Underwriter or their respective affiliates, related bodies corporate, directors, officers, partners,
employees, agents and advisers in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them.
Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice.
Determination of eligibility of investors for the purposes of the Retail Offer is determined by reference to a number of matters, including legal regimes and the discretion of Radius Care. Radius Care, the Lead Manager and the Underwriter disclaim all liability in respect of the
exercise of that discretion to the maximum extent permitted by law.
Acceptance
By reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will bedeemed to have represented, warranted, undertaken and agreed that: (i) you have read and agree to comply with the contents of this Important Notice and
Disclaimer; (ii) you are permitted under applicable laws and regulations to receive the information contained in this presentation; (iii) you will base any investment decision solely on information released by Radius Care via NZX (including, in the caseofthe Retail Offer, the Offer
Document); and (iv) you agree that this presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose.
4
Foreign Selling Restrictions
Foreign Selling Restrictions
This document does not constitute an offer of new ordinary shares ("New Shares") of Radius Residential Care Limited (“Radius Care”) in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, andthe New Shares may not
be offered or sold, in any country outside New Zealand except to the extent permitted below.
Australia
This document and the offer of New Shares are only made available in Australia to persons to whom an offer of securities can be made without disclosure under Chapter 6D of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”) such as sophisticated investors or
professional investors for the purposes of Chapter 6D of the Corporations Act. This document does not constitute an offer, oraninvitation to purchase or subscribe for New Shares except to the extent that such an offer or invitation would be permitted under Chapter 6D or Part 7.9
of the Corporations Act without the need for a lodged prospectus or product disclosure statement. This document is not a prospectus, product disclosure statement or any other formal “disclosure document” for the purposes of Australian law and is not required to, and does not,
contain all the information which would be required in a "disclosure document" under Australian law. This document has not been and will not be lodged or registered with the Australian Securities & Investments Commission or the Australian Securities Exchange and Radius Care
is not subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial productadvice for the purposes of Chapter 7 of the Corporations Act. If you are located in Australia, you confirm, warrant and agree through receipt of this
document that you are a person to whom an offer of securities may be made under sections 708(8) or 708(11) of the Corporations Act, such that any offer of New Shares to you does not require a prospectus, product disclosure statement or other form of disclosure document
under the Corporations Act. In addition, you acknowledge that for a period of 12 months from the date of issue of the New Shares, you will not be able to transfer any interest in the New Shares to any person in Australia except to sophisticated or professional investors within the
meaning of sections 708(8) and (11) of the Corporations Act or otherwise in accordance with section 707(3) of the Corporations Act.
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorisedby the Securities and Futures Commission in Hong Kong pursuant to
the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authoriseor register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New
Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in thepossession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read
by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to theNew Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors . No person allotted New
Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong withinsix months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of this document, you should obtain independent professional advice.
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with
the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directlyorindirectly, to persons in
Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part XIII of the Securities andFutures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions
of the SFA.
This document has been given to you on the basis that you are (i) an "institutional investor" (as defined in the SFA) or (ii) an "accredited investor" (as defined in the SFA). If you are not an investor falling within one of the categories, please return this document immediately. You
may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with
the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
5
Capital Raise summary – execution of growth strategy
Radius Care is raising capital to purchase the land and buildings at four strategically important leased facilities, including (1) increasing the
brownfield development pipeline and (2) two facilities where Radius Care already owns the co-located retirement villages
1 Identified at the time of the listing profile but given the site was leased it required the involvement of landlord
2 Not identified at the time of the listing profile. Further work has identified this opportunity
Use of Capital Raise proceeds
OhaupoAcquisition – purchase of land and
buildings of 4 leased facilities with 277 Care Beds
$31.4m
Transaction costs$1.6m
Total funds required for transaction$33.0m
Potential net debt reduction$16.6m
Potential additional transaction costs$0.4m
Total maximum potential use of funds$50.0m
Sources of Capital Raise proceeds
Underwrittenupfront Placement$23.0m
Share issuance to OhaupoHoldings (or
nominee/s)
$10.0m
Total sources of funds to fund transaction$33.0m
Potential oversubscriptions in upfront Placement$7.0m
Potential proceeds from non-underwrittenRetail
Offer
$5.0m
Potential proceeds from oversubscriptions in
non-underwrittenRetail Offer
$5.0m
Total maximum potential sources of funds$50.0m
Acquisition
Overview
•Radius Care has entered into an agreement to purchase the land and buildings of four strategically important leased facilities for $31.4m being a 2.3% discount to the
April 2021 independent valuation (OhaupoAcquisition)
•Facilities are being acquired off-market from OhaupoHoldings Limited (OhaupoVendor)
•Land and buildings of facilities being purchased include:
‒TaupakiGardens (Kumeu, Auckland): a 60 Care Bed facility operated by Radius Care since December 2003. The acquisition of this site also adds to the owned
development pipeline the potential for an additional 20 Care Beds
1
. These can be developed on vacant land not impacting the existing facility (i.e.no decanting of
existing residents required)
‒Windsor Court (Ohaupo, Waikato): a 76 Care Bed facility operated by Radius Care since December 2003. The acquisition of this site also adds to the owned
development pipeline the potential for an additional 20 Care Beds
2
. Radius Care owns and operates the adjacent 22 unitretirement village facility, creating a wholly
owned integrated offering
‒Heatherlea(New Plymouth, Taranaki): a 55 Care Bed facility operated by Radius Care since March 2003
‒ElloughtonGardens (Timaru, Canterbury): a 86 Care Bed facility operated by Radius Care since March 2005. Radius Care owns and operates the adjacent 54 unit
retirement village facility, creating a wholly owned integrated offering
•The OhaupoAcquisition removes the $2.2m annual lease expense, increasing Radius Care’s Pre NZ-IFRS 16 Underlying EBITDA by $2.2m. On a pro-forma basis assuming
facilities were already owned by Radius Care its FY21 Pre NZ-IFRS 16 Underlying EBITDA would have been $12.7m (up from $10.5m) and its FY22 Guidance range would
have been $12.7m to $14.7m (up from $10.5m to $12.5m)
Raise
Structure
•Capital Raise to be structured as:
‒$23.0m underwritten Placement. Radius Care also has the ability toaccept oversubscriptions under the Placement of up to an additional $7.0m at its discretion on a
non-underwritten basis. New shares to be issued under the Placement at a price to be determined via a bookbuild process on Thursday, 8 July 2021, subject to an
underwritten floor price of $0.50 per Radius Care share –representing a 44.4% discount to the last close price of $0.90 per share on Wednesday, 7 July 2021 and a
33.8% discount to the theoretical post raise price of $0.76 based on the last close price of $0.90 on Wednesday, 7 July 2021 andthe underwritten floor price of $0.50
(and assuming a $50 million raise size)
‒Non-underwritten Retail Offer of up to $5.0m with the ability to accept oversubscriptions of up to an additional $5.0m, priced at the same price as the Placement
‒$10m share issuance to OhaupoHoldings Limited (or nominee/s) as part of the consideration for the OhaupoTransaction, with a 12 monthescrow. Priced at the
same price as the Placement
‒The OhaupoAcquisition and associated transaction costs will be funded via the underwritten Placement and share issuance to the OhaupoVendor. Any proceeds of
the Placement not used to fund the OhaupoAcquisition (and related transaction costs) and any additional capital raised through the Retail Offer will be used to
reduce debt
Update on
progress
on other
strategic
objectives
•Further design and consenting work has been undertaken on the Brownfield Development opportunities within the existing owned portfolio which allow for:
‒Thornleigh(New Plymouth): Potential for additional 24 Care Beds adjacent to the existing 63 Care Bed facility – resource consent now obtained. Build of ~$4.5m to
commence in December 2021 and produce ~$0.65m of Underlying EBITDA (~6.9x implied Underlying EBITDA multiple). Build to be funded out of retained AFFO
‒LexhamPark (Katikati, Bay of Plenty): Potential for additional 20 Care Beds and 20 Care Suites adjacent to the existing 63 Care Bed facility – consenting underway
•These Brownfield Developments are similar in nature to the previous Brownfield Developments undertaken by Radius Care at WindsorCourt (FY18), Waipuna(FY17) and
ElloughtonGardens (FY17)
•As announced to the market in April 2021 Radius Care has exercised its option to purchase 4.3 hectares of Greenfield Developmentland. Settlement is expected to
occur between December 2021 and March 2022 at which point Radius Care will net debt fund the remaining $5.5m
Note: ThornleighBrownfield Development to be funded out of
retained AFFO and Belfast land purchase to be debt funded
FY21 guidance range $2.9m –$3.5m
FY21 guidance range $23.0m – $23.8m
7.7
8.0
5.8
10.5
19.7
20.4
18.2
23.4
-
$5.0
$10.0
$15.0
$20.0
$25.0
FY18FY19FY20FY21
Pre-NZ IFRS 16 Underlying EBITDAUnderlying EBITDA
Adjusted funds from operations (AFFO) ($m)
6
Results summary – recap of FY21 results
Guidance met or exceeded across all metrics, with revenue growth underpinned by strong occupancy and growing private
payment (accommodation supplements)
Revenue growth ($m)
Underlying EBITDA ($m)
Accommodation supplements ($m) and occupancy (%)
100.2
110.1
113.7
126.0
-
$20.0
$40.0
$60.0
$80.0
$100.0
$120.0
$140.0
FY18AFY19AFY20AFY21A
Aged careRetirement villageGroup support
3.0
4.1
4.9
5.6
89.1%
89.5%
90.0%
92.4%
88.0%
90.0%
92.0%
94.0%
-
$2.0
$4.0
$6.0
FY18AFY19AFY20AFY21A
Occupancy (%)
Accommodation supplement
($m)
Accomodation supplement (LHS)Occupancy (RHS)
FY21 Guidance exceeded
FY21 Guidance met
Pre-NZ IFRS 16 FY21 guidance range $10.2m – $11.0m
1.3
2.0
(0.5)
3.7
($1.0)
-
$1.0
$2.0
$3.0
$4.0
FY18FY19FY20FY21
7
Execution of growth strategy
1. Purchase of strategically important
facilities already operated by Radius Care
•LexhamPark (FY20) – 63 Care Beds
•Thornleigh(FY14) – 63 Care Beds
•St Helenas(FY14) – 52 Care Beds
Capital Raise to fund acquisition of sites leased from OhaupoVendor:
•TaupakiGardens – 60 Care Beds, also adding 20 Care Beds to the owned Brownfield
Development pipeline
1
•Windsor Court – 76 Care Beds, co-located retirement village already owned by Radius
Care, also adding 20 Care Beds to the owned Brownfield Development pipeline
2
•ElloughtonGardens – 86 Care Beds, with co-located retirement village already owned
by Radius Care
•Heatherlea– 55 Care Beds
2. Brownfield Development
•Windsor Court (FY18) – 15 Care Beds
•Waipuna(FY17) – 28 Care Beds
•ElloughtonGardens (FY17) – 27 Care Beds
Further progress made on Brownfield Developments
•Thornleigh– 24 Care Beds –resource consent obtained
•LexhamPark – 20 Care Suites and 20 Care Beds – resource consent underway
More detailed work underway on Brownfield Opportunity
3. Greenfield Development
Greenfield Development on owned facilities undertaken and funded
by Radius Care:
•ElloughtonGrange Village (FY21) – 54 Units
Greenfield Development on leased facilities undertaken with and
funded by landlords:
•Glaisdale(FY18) – 80 Care Beds
•Millstream (FY18) – 80 Care Beds
•As announced in April 2021, Radius Care has exercised its right to acquire c. 4.3
hectares of land
•Settlement of the land is expected to take place between December 2021 and March
2022
•Resource consent granted for 70 Care Beds, 30 Care Suites, 67 Villas and 27
Apartments
More detailed work underway around flexible multi-stage programme
4. Opportunistic value accretive
acquisitions
Acquired the operations of 26 aged care facilities and retirement
villages comprising 1,998 Residences since 2003
Continuing to seek and evaluate potential acquisition opportunities
8
Executing the growth strategy
The OhaupoAcquisition, funded by this Capital Raise, demonstrates continued strong progress on Radius Care’s growth strategy
Growth Strategy as outlined in the Listing Profile
Execution of strategy
-
Ohaupo
Acquisition
Funded by Capital Raise
Go forward strategyHistorical track recordCurrent status
1 Identified at the time of the listing profile but given the site was leased it required the involvement of landlord
2 Not identified at the time of the listing profile. Further work has identified this opportunity
7676
1714
24
1739
40
20
20
194
274
104
60
0
500
1000
1500
2000
2500
Listing ProfileThornleigh
Development
Taupaki (Ohaupo)Windsor CourtBelfastPost Ohaupo
Purchase,
Thornleigh
Development and
Belfast land
purchase
UnitsCare Beds
Development Pipeline - ownedDevelopment Pipeline - leased
9
Portfolio transformation
Current transaction will (1) increase the number of Care Beds and Units in the current portfolio and development
pipeline, and (2) increase the proportion of owned facilities
Change in portfolio composition
Change in owned vs. leased portfolio composition
(as at 30 Nov 2020)
Listing Profile
(as at 30 Nov 2020)
Post OhaupoAcquisition and
ThornleighDevelopment
1,790
Residences
1,815
Residences
Development Residences increase from 144 to 334 (+132%)
Proportion of owned Residences increases from 14% to 31% once the existing Ohaupofacilities have
been purchased
1,790
1,934
1,815
1
2,149
1 Additional Care Bed added at Hawthorne since listing
Owned
14%
Leased
86%
1
1
Completed
development
reduces
development
pipeline but
increases current
portfolio
Owned
31%
Leased
69%
Ohaupo
acquisition
increases owned
development
pipeline but
decreases leased
development
pipeline
Further work
since listing
profile has
identified
development
opportunity at
Windsor Court
On a pro-forma 31 March 2021 basis, following the purchase of the land and buildings of the four facilities from the Ohaupo
Vendor, the simple average time to final lease expiry reduces from 27.7 years to 24.3 years (see Appendix)
ElloughtonGardens
Timaru
Existing:86 Care Beds
Operated since:March 2005
Windsor Court
Ohaupo(Waikato)
Existing:76 Care Beds
Development: 20 Care Beds
2
Operated since:December 2003
Overview
•Purchase of portfolio of four leased facilities operated by Radius Care comprising a
total 277 Care Beds from the OhaupoVendor
•Acquisition increases the owned Brownfield Development pipeline by 40 Care Beds
•It also gives full ownership of integrated facilities at Windsor Court and Heatherlea
where Radius Care already owns the adjacent retirement villages
•Purchase price of $31.4m relative to a $32.15m independent valuation undertaken
by Long Valuation & Consultancy in April 2021 (implying a 2.3% discount)
Funding
•OhaupoAcquisition and transaction costs funded via:
‒$10.0m of shares issued to the OhaupoVendor (or nominee/s) at the
Placement price – subject to 12 monthescrow; and
‒$23.0m from cash proceeds of the Capital Raise
On strategy
10
Purchase of strategically important land and buildings
Radius Care has entered into an agreement to purchase the land and buildings of four facilities it currently operates for
$31.4m, to be funded via this Capital Raise
Purchase of land and buildings
Allows
development
which would
otherwise not
be possible
Allows for
future Care
Suite
development
Better control
over cost base
Removes
rental expense
of $2.2m per
annum
Purchase of land and buildings, with
Brownfield Development potential
Land and buildings of four facilities purchases
TaupakiGardens
Kumeu(Auckland)
Existing:60 Care Beds
Development:20 Care Beds
1
Operated since:December 2003
Heatherlea
New Plymouth
Existing:55 Care Beds
Operated since:March 2003
Creates fully owned integrated facilities at:
-Windsor Court where Radius Care owns the
co-located 22 Unit Retirement Village; and
-Elloughton Gardens where Radius Care owns
co-located 54 Unit Retirement Village
Purchase of land and buildings, where Radius
Care owns co-located retirement villages
Occupancy has
exceeded 97% for
last 2 financial years
at Taupakiindicating
strong bed demand
1 Identified at the time of the listing profile but given the site was leased it required the involvement of landlord
2 Not identified at the time of the listing profile. Further work has identified this opportunity
Existing:
63 Care Beds
Development:
24 Care Beds
Post development:
87 Care Beds
Existing:
63 Care Beds
Development:
20 Care Beds
20 Care Suites
1
Post development:
83 Care Beds
20 Care Suites
11
Strategyupdate – further progress on existing Brownfield Development pipeline
Resource consents now granted at Thornleigh(New Plymouth) and consenting underway at LexhamPark (Katikati).
These developments contribute 44 Care Beds and 20 Care Suites to Radius Care’s Brownfield Development pipeline
LexhamPark – Consenting in progress
Katikati, Bay of Plenty
Thornleigh– Resource Consent Granted
New Plymouth, Taranaki
+=
+
=
Existing facility
Extension
1 First Care Suite in Radius Care’s portfolio
2 Annual Pre-IFRS 16 Underlying EBITDA contribution once fully occupied
Existing facility
Extension
FY21 occupancy at Lexham
of 96% indicates strong
demand
Brownfield developments expected to be highly value accretive given nil land required – similar to Waipunadevelopment undertaken in FY17 (see next page)
Target impact
ThornleighCare Beds
•Resource consent granted
•Construction period ~10-12 months commencing December 2021 with first rooms DHB
certified and available ~2-3 months later
•Total development cost: ~$4.5m, expected to be able to be funded out of retained AFFO
•Underlying EBITDA contribution: ~$0.65m
2
(implying a 6.9x Underlying EBITDA multiple
and ~$27k of Underlying EBITDA per Care Bed)
Strong EBITDA per Care Bed expected from brand new, purpose builtCare Beds
designed to attract strong accommodation supplements. Kensington, an older existing
facility, generated in excess of $26k of Underlying EBITDA per Care Bed in FY21
Target impact
LexhamPark Care Beds and Care Suites
•Consenting process has commenced
•Care Bed development expected to be broadly similar to that of Thornleigh
•Detailed work underway on Care Suite business case
-
6
12
18
24
-
0.5
1.0
1.5
2.0
FY14A FY15A FY16A FY17A FY18A FY19A FY20A FY21A
Underlying EBITDA / Bed ($000)
-
line
Underlying EBITDA ($m)
-
bars
U. EBITDA (LHS)U. EBITDA / Bed (RHS)
12
Brownfield Developments –Historical track record
Radius Care has a strong track record of successful Brownfield Development – historically undertaking all planning,
consenting and construction but with the landlord typically funding development
PlanningConsentingConstructionFunding
Radius Care
Landlord
Post Brownfield
Development
Modest impact over
development period
Occupancy84.1%81.3%83.8%81.1%68.1%83.7%81.6%85.2%
Case Study: Waipunadevelopment FY17A: $3.8m total build cost to build 28 Care Beds increasing the total Care Beds to 86
FY 14 – FY16 average U. EBITDA: $0.8m
FY 18 – FY21 average U. EBITDA: $1.4m
Underlying EBITDA increased by $0.6m
following the $3.8m Brownfield
Development (~6.3x implied multiple)
1 Calculated as Underlying EBITDA divided by the average number of Care Beds occupied during the period
1
13
Greenfield Development – Northwood in Belfast, Christchurch
Exercise of the option to acquire the Belfast land increases Radius Care’s Greenfield Development pipeline (for future
development) by 70 Care Beds, 30 Care Suites and 94 Retirement Village Units (67 Villas and 27 Apartments)
Location
•4.3 hectaresite in Belfast, Christchurch
•Northwest Christchurch
1
identified as an attractive location within wider
Christchurch City
‒High proportion of population aged 75 plus (7.9% vs. 6.2% city wide)
‒Above average levels of home ownership across 65+ demographic
‒Above average personal income levels
Development Potential
•Integrated aged care and retirement village facility with:
‒70 Care Beds;
‒30 Care Suites;
‒67 Villas; and
‒27 Apartments
Status
•Resource consent obtained on 4th February 2021
•Exercised its option to acquire the site in April 2021
•$5.5m for the land is due on settlement, which is expected to occur between
December 2021 and March 2022 – Radius Care intends to fund this with net
debt
•Detailed work is currently underway with key next steps to include:
‒Finalisationof facility design
‒Procurement of building consents
‒Determination of timing and phasing of development
‒Construction contracting discussions and detailed cost quantification
•Development would be undertaken across multiple stages, providing flexibility
to match future funding programme
Site location
1 Includes the following suburbs: McLeansIsland, Christchurch Airport, Clearwater, Belfast West, Harewood, Belfast East, Northwood, Russley, Regents Park, Bishopdale West, Burnside Park, Marshland, Redwood North, Redwood West, Bishopdale South, Burnside, Papanui North, Redwood East, Bryndwr
Northlands, Papanui West, Northcote, BryndwrSouth, Papanui East, Preston, MairehauNorth, MairehauSouth, Shirley West, Shirley East
14
Capital Raise Summary
$24.5
($21.4)
$21.4
$24.5
$5.5
$30.0
($16.6)
$13.4
Net bank debtUnderwritten PlacementOhaupo Cash
Consideration
Net bank debtBelfast land settlementNet bank debtPotential additional raise
proceeds (net of
additional transaction
costs)
Net bank debt
Net bank debt (NZ$m)
IncreaseDecreaseTotal
15
Debt Reduction
The Capital Raise funds the OhaupoAcquisition, with the settlement of the Belfast land to be debt funded
Lease liabilities under NZ IFRS 16 decline from $184.3m to $145.5m following the purchase of the four
facilities in the OhaupoAcquisition, on a pro-forma 31 March 2021 basis
Use of Capital Raise proceeds
OhaupoAcquisition – purchase of land and buildings of 4 leased
facilities with 277 Care Beds
$31.4m
Transaction costs$1.6m
Total funds required for transaction$33.0m
Potential net debt reduction$16.6m
Potential additional transaction costs$0.4m
Total maximum potential use of funds$50.0m
Sources of Capital Raise proceeds
Underwrittenupfront Placement$23.0m
Share issuance to OhaupoVendor$10.0m
Total sources of funds to fund transaction$33.0m
Potential oversubscriptions in upfront Placement$7.0m
Potential proceeds from non-underwrittenRetail Offer$5.0m
Potential proceeds from oversubscriptions in non-underwrittenRetail Offer$5.0m
Total maximum potential sources of funds$50.0m
Pro-forma Net bank debt / Pre-
NZ IFRS 16 Underlying EBITDA
2.33x1.93x2.36x1.06x
Note, the Thornleigh
Brownfield
Development (see
page 11 for details) is
expected to be
funded from retained
AFFO
With $7m of Placement oversubscriptions and
$10m raised under Retail Offer
16
Key Terms of Capital Raise
All new shares issued as part of the Capital Raise will rank equally with all existing Radius Careshares quoted on the NZX
Underwritten
Placement
Size•Underwritten $23.0m. Radius Care also has the ability toaccept oversubscriptions under the Placement of up to an additional $7.0m at its discretion on a non-underwritten basis.
Offer price
•Price to be determined via a bookbuild process on Thursday, 8 July 2021, subject to an underwritten floor price of $0.50 per new share, representing a 44.4% discount to the last close price of
$0.90 per share on Wednesday, 7 July 2021 and a 33.8% discount to the theoretical post raise price of $0.76 based on the lastclose price of $0.90 on Wednesday, 7 July 2021 and the
underwritten floor price of $0.50 (and assuming the full $50m is raised under the Capital Raise)
Ranking•New shares issued on completion of the Placement will rank equally with existing shares and will not be eligible to participate in the Retail Offer
Eligibility•Institutional investors in New Zealand, Australia, Hong Kong and Singapore, and New Zealand resident clients of retail brokers
Scrip issuance to
OhaupoHoldings
Size•$10m
Issue price•The same price as the Placement price
Escrow•Shares subject to a 12 monthescrow, from the date of allotment of shares
Ranking•New shares issued will rank equally with existing shares
Retail Offer status•Shares will not be eligible to participate in the Retail Offer
Retail Offer
Size•Up to $5.0m with up to an additional $5.0m of oversubscriptions at Radius Care’s discretion
Offer price•The same price as the Placement price
Ranking•New shares issued on completion of the Retail Offer will rank equally with existing shares
Eligibility
•Available to persons recorded on Radius Care’s share register at 5pm on Tuesday, 20 July 2021,with a registered address in New Zealand or with a registered address in Australia and who is a
sophisticated or professional investor under the Corporations Act 2001 (Aus), but excluding Wave Rider Holdings, the Knox Funds and funds managed by ROC Capital. There is no cap on
what individual shareholders can apply for as part of the Retail Offer, but applications will be subject to scaling if the Retail Offer is oversubscribed
Scaling
•Scaling will be at Radius Care’s discretion. Any scaling will (i) first be proportionate to existing shareholdings at the record date (with any shareholder who is also a limited partner in a Knox
Fund being deemed to hold, in addition to their own shareholding, a proportion of the shares held by that Knox Fund that equals the proportion their interest in the Knox Fund bears to the
total interests in the Knox Fund of all shareholders participating in the Retail Offer) and (ii) thereafter at the discretion of Radius Care, having regard to application amounts received under
the Retail Offer
17
Special Shareholder Meeting
Radius Care will undertake a special shareholder meeting to approve the issue of shares under the Placement, Ohaupo
Share Issue and Retail Offer via three separate resolutions. Wave Rider Holdings has 54% of current shares on issue and
intends to vote in favour of all three resolutions – this would carry all three resolutions required
Resolution 1
•To approve the issue of shares to OhaupoHoldings (or nominee/s) under Listing Rule 4.21
•OhaupoHoldings and its associated persons will be prohibited from voting in favour
•Voting threshold >50%
Resolution 2
•To approve the issue of up to $30.0m of shares under the Placement (of which, $23.0m of shares is underwritten) under Listing Rule 4.2.1
•Participants in the Placement and their associated persons will be prohibited from voting in favour
•Voting threshold >50%
Resolution 3
•To approve the issue of up to $10.0m of shares under the non-underwritten Retail Offer under Listing Rule 4.2.1
•All shareholders eligible to participate in the Retail Offer and their associated persons (which excludes Wave Rider Holdings and ROC funds – to whom the Retail Offer will not be made) would be
prohibited from voting in favour
•Voting threshold >50%
The three resolutions are interdependent (i.e.they all must pass for the OhaupoAcquisition and Capital Raising to proceed)
Retail Offer
Record date for Retail Offer5pm Tuesday, 20 JulyT+8
Expected dispatch of Offer DocumentMonday, 26 JulyT+12
Retail Offer opensMonday, 26 JulyT+12
Retail Offer closesMonday, 9 AugustT+22
Announcement of results of Retail OfferFriday, 13 AugustT+26
NZX settlement and allotment shares commence trading on NZXFriday, 13 AugustT+26
Placement
Capital Raise announcedThursday, 8 JulyT
Bookbuild for underwritten Placement conducted under trading haltThursday, 8 JulyT
Notification of allocations, capital raising price and trading expected to resumeFriday, 9 JulyT+1
Settlement and allotment of Placement Shares (investor to chose one of two dates offered) –occurs post Special Shareholder Meeting
to approve Placement
Tuesday, 27 Julyor
Tuesday, 3 August
T+13 or
T+18
18
Capital Raise Timetable
A special shareholder meeting will be undertaken to approve the issue of shares under the OhaupoShare Issue, the
Placement and the Retail Offer – allotment of all shares will occur following a successful shareholder vote
OhaupoShare Issue
Settlement of purchase of land and buildings of four properties from OhaupoHoldings Thursday, 5 AugustT+20
Allotment of shares issued to OhaupoHoldingsThursday, 5 AugustT+20
Special Shareholder Meeting
Notice of meeting dispatched to shareholdersThursday, 8 JulyT
Voting record date for Special Shareholder Meeting (see previous page for more detail)5pm Tuesday, 20 JulyT+8
Special Shareholder Meeting10.30am Friday, 23 JulyT+11
Record date for participation in
Retail Offer occurs 9 business days
after Capital Raise announcement
19
Appendix
20
Key risks
This section describes the key risks that Radius Care has identified in connection with the Capital Raise. Radius Care considers it important that these key risks, and their potential effect on the future operating and financial performance of
Radius Care, and Radius Care’s share price, are specifically highlighted to investors in the context of the Capital Raise. Likeany investment, there are risks associated with an investment in Radius Care shares. Further detail in respect of these
risks can be found in Radius Care’s December 2020 Listing Profile. This section does not, and does not purport to, identify allthe risks related to the future operating and financial performance of Radius Care, an investment in Radius Care
shares, the Capital Raise, or general market, industry, regulatory or legal risks. Some risks may be unknown and other risks, currently considered to be immaterial, could turnout to be material. This presentation should be read in conjunction
with Radius Care’s other periodic and continuous disclosure announcements released to NZX.
Before deciding whether to invest in Radius Care shares, you must make your own assessment of the risks associated with the investment and consider whether such an investment is suitable for you having regard to other publicly available
information, your personal circumstances and following consultation with your financial and other professional advisers.
Large Scale Infectious
Outbreak
•A large scale infectious outbreak, such as COVID-19 or influenza, may significantly impact the health and safety of Radius Care’s residents and staff and its business operations.
•Any such outbreak may result in a reduction in occupancy levels at Radius Care’s facilities, a reduction in staff availability and reputational damage to Radius Care’s business, all of which may have a
material adverse effect on Radius Care’s financial performance.
Regulatory Risk
•The aged care sector in which Radius Care operates is highly regulated. If Radius Care lost any certification as an aged care provider or registration as a retirement village operator, or if there was a change
in, or loss of, Government funding, Radius Care’s financial performance could be adversely affected, for example as a result of increased costs or restrictions on Radius Care’s ability to generate revenue.
Labour Availability and Costs
•Radius Care relies on its employees with specialised skills and experience (particularly nurses and health care assistants) to care for residents in its facilities. There is a risk that Radius Care will not be able
to attract and retain an adequate number of skilled healthcare workers for its existing and future operations or may be requiredto pay more than it currently expects to pay in order to do so.
•There is a limited group of skilled personnel with appropriate experience (particularly registered nurses and in regional areas)whose services are in high demand from other aged care and health sector
providers. Lack of availability of staff may adversely affect Radius Care’s financial performance and its ability to deliveronits plans to expand or develop new facilities, until the issue is resolved.
•Staff costs are Radius Care’s most significant cost item, which is a function of the high-service nature of residential aged care. Any substantial increase in these costs, in excess of increases in Government
funding or which Radius Care is not otherwise able to pass on to residents, may adversely affect Radius Care’s financial performance.
Construction and property
development risk
•Radius Care’s growth strategy is proposed to involve the construction and development of new and existing integrated aged care facilities and retirement villages. When developing new or existing
facilities, Radius Care faces a range of construction and property development risks which are potentially significant to it.These include unexpected construction cost increases, default risks arising from
participants in the development process, the ability to acquire Brownfield and Greenfield Development sites, consenting delays and the ability to sell down completed facilities.
Property market risk
•A downturn in the national or regional property market could impact the demand for, and Radius Care’s ability to sell or re-sell, Units and Care Suites, as well as the value that can be achieved on the sale or
resale of a Unit or Care Suite and the timeframe to complete such sales.
•Radius Care’s growth strategy is proposed to involve the construction and acquisition of integrated aged care facilities and retirement villages. Earnings will be generated through the construction and sale,
and resale, of Units and, to a lesser extent, Care Suites. Prevailing property market conditions will affect both the value that can be achieved on a sale or resale of a Unit or Care Suite and the ability of
prospective residents to acquire a Unit or Care Suite.
21
Impact on average lease terms
The purchase of the land and buildings of the four OhaupoHoldings facilities reduces the average time to final lease
expiry from 27.7 years to 24.3 years on a pro-forma 31 March 2021 basis
Leased FacilityLocationCare BedsUnitsCurrent lease termTime to next renewalRights of renewalTime to final expiryLandlord
1KensingtonHamilton96-10 yrs3.2 yrs2 x 10 yrs13.2 yrsB
2PeppertreePalmerston North62-10 yrs3.7 yrs2 x 10 yrs13.7 yrsB
3St JoansHamilton82-10 yrs4.1 yrs2 x 10 yrs14.1 yrsB
4Fulton HomeDunedin93-10 yrs4.6 yrs2 x 10 yrs14.6 yrsB
5Arran CourtAuckland102-10 yrs8.3 yrs1 x 10 yrs18.3 yrsB
6Potter HomeWhangarei55-20 yrs8.6 yrs2x 15 yrs38.6 yrsC
7Rimu ParkWhangarei55-20 yrs8.6 yrs2x 15 yrs38.6 yrsC
8WaipunaAuckland86-30 yrs25.9 yrs-25.9 yrsD
9Hampton CourtNapier45-10 yrs7.9 yrs-7.9 yrsE
10BaycareNorthland45-12 yrs5 yrs3x 12 yrs41.1 yrsF
11MatuaTauranga149-30 yrs21.7 yrs-21.7 yrsG
12AlthorpTauranga117-15 yrs7.5 yrs3x 10 yrs37.5 yrsH
13Millstream
Ashburton80-35 yrs30.3 yrs-30.3 yrsI
14Millstream Apartments
1
Ashburton19-5 yrs3.5 yrs2x 5 yrs13.5 yrsI
15GlaisdaleHamilton80-15 yrs11.2 yrs2x 15 yrs41.2 yrsJ
16HawthorneChristchurch93-10 yrs9.1 yrs2x 10 yrs19.1 yrsK
17HeatherleaNew Plymouth55-12 yrs5 yrs3 x 12 yrs41.1 yrsA
18TaupakiGablesKumeu60-12 yrs5 yrs3 x 12 yrs41.1 yrsA
19Windsor CourtOhaupo76-12 yrs5 yrs3 x 12 yrs41.1 yrsA
20Elloughton GardensTimaru86-12 yrs5 yrs3 x 12 yrs41.1 yrsA
Total leased (beforeOhaupo Holdings facilities purchase)1,536
Total leased (afterOhaupo Holdings facilities purchase)1,259
Simple average lease term (beforeOhaupo Holdings facilities purchase)15 yrs9.1 yrsn/a27.7 yrs
Simple average lease term (afterOhaupo Holdings facilities purchase)15.8 yrs10.2 yrsn/a24.3 yrs
1 Note: these are considered part of the Millstream aged care facility, however have been shown differently due to different lease terms
Ohaupo
Holdings
facilities purchased
Lease liabilities under NZ IFRS 16 decline from $184.3m to $145.5m following the purchase of the four OhaupoHoldings facilities on a pro-forma 31 March 2021 basis
3.4%
11.0%
-
2%
4%
6%
8%
10%
12%
FY13FY14FY15FY16FY17FY18FY19FY20FY21
Direct private portion
of total revenue (%)
3.9
3.2
3.2
3.0
3.6
RadiusOceaniaArvidaSummersetRyman
-
2%
4%
6%
8%
200320082013201820232028203320382043204820532058
Rolling 5
-
year pop. CAGR (%)
65 - 85 5-yr CAGR85+ 5-yr CAGR
22
Recap of key investment highlights
5
Strong founder backed team
Systematic approach to provision of care
4
Clear growth pathway via
Radius Care provides unique
exposure
to a high acuity,
specialised care provider that
remains committed to and
focused on delivering
compassionate and outstanding
clinical care outcomes
1
Demand underpinned by population demographics
1
2
Portfolio oriented to high acuity and specialist care
Growing direct non-Government revenues
6
Aged care demand peak
growth from 2023 - 2043
1)Centralised head-office systems and support
2)Leading IT systems
3)Immigration accreditation
4)Early engagement through Radius Online Shop
1)Purchase of strategically important facilities’ land and buildings
2)Brownfield and Greenfield Development with ownership of land and
buildings
3)Opportunistic acquisitions
Brien Cree
Founder and Executive
Chairman
Stuart Bilbrough
Chief Executive Officer
3
1 Source: Statistics New Zealand
2 Source: Ministry of Health Audit Reports as at 04 May 2021
Total offerings
2
(per Aged Care facility)
Agedcare provider focused on high acuity and specialist care
3. Strong wage control
1. Strong occupancy
Increasing Underlying EBITDA per Care Bed
1
23
Growing Underlying EBITDA per Care Bed
Occupancy growth underpinned by supportive industry backdrop of (1) aging population (2) increasing bed demand
particularly for high acuity and specialist care and (3) rising years spent in dependency
2. Growing accommodation supplements
1 Underlying EBITDA for aged care segment divided by the average number of Care Beds occupied during the period
•Occupancy has increased from 89.1% in FY18 to 92.4% in FY21
3.03
4.07
4.92
5.61
1,819
2,400
2,902
3,300
0
1,000
2,000
3,000
4,000
0.0
2.0
4.0
6.0
FY18FY19FY20FY21
Accommodation
supplement per Care
Bed ($)
Accommodation
supplements ($m)
Accommodation supplements (LHS)Accommodation supplements per available Care Bed (RHS)
51.9
57.6
62.8
64.4
52.9%
54.1%
56.1%
53.9%
0.0%
20.0%
40.0%
60.0%
0.0
20.0
40.0
60.0
80.0
FY18FY19FY20FY21
% of Direct Revenue
Direct Employee Costs
($m)
Direct Employee Costs% of Direct Revenue
18.3
17.9
17.2
19.5
0.0
5.0
10.0
15.0
20.0
FY18FY19FY20FY21
Underlying EBITDA per Care Bed ($000)
Share register
1
24
Share Register
Prior to the Capital Raise, Radius Care’s three largest shareholders collectively hold ~80% of shares on issue
1 As at the date of this presentation
Wave Rider
Holdings
54.00%
Knox Funds
15.20%
Funds managed
by ROC Capital
10.19%
Other
20.61%
176.5mshares
on issue
(Prior to Capital
Raise)
---
103181.3 - 1275875-5
8 July 2021
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT
REGULATIONS 2014
1. Radius Residential Care Limited (“Radius Care”) announced on 8 July 2021 that (amongst other
things) it intends undertake an offer of new ordinary shares in Radius Care by way of:
(a) a fully underwritten placement to selected investors to raise $23 million (with the ability for
Radius Care to accept oversubscriptions of up to an additional $7 million at its discretion on a
non-underwritten basis); and
(b) a retail share offer to eligible shareholders to raise up to $5 million (with the ability for Radius
Care to accept oversubscriptions of up to an additional $5 million at its discretion),
(the “Offer”).
2. The Offer is being made to investors in reliance upon the exclusion in clause 19 of Schedule 1 to the
Financial Markets Conduct Act 2013 (the “FMCA”).
3. This notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (the “Regulations”).
4. As at the date of this notice:
(a) Radius Care is in compliance with the continuous disclosure obligations that apply to it in
relation to the ordinary shares in Radius Care;
(b) Radius Care is in compliance with its financial reporting obligations (as defined in subclause
20(5) of Schedule 8 to the Regulations); and
(c) there is no information that is “excluded information” (as defined in subclause 20(5) of
Schedule 8 to the Regulations).
5. The Offer is expected to have a material effect or consequence on the “control” (as defined in clause 48
of Schedule 1 to the FMCA) of Radius Care as the major shareholder of Radius Care, Wave Rider
Holdings Limited, will not be participating in the Offer. Accordingly, the percentage of ordinary shares
in Radius Care held by Wave Rider Holdings Limited is expected to reduce to below 50% of the total
ordinary shares in Radius Care on issue and Wave Rider Holdings Limited will no longer be able to
able to control the passage of ordinary resolutions of Radius Care.
On behalf of Radius Residential Care Limited
Brien Cree
Managing Director
---
Notice of Special Meeting
23 July 2021
RADIUS RESIDENTIAL
CARE LIMITED
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Radius Residential Care Limited
2
Notice is hereby given that a Special Meeting of Shareholders of Radius Residential
Care Limited will be held as follows:
Date of Meeting: Friday 23 July 2021
Time: commencing at 10.30am
Online: web.lumiagm.com
Physical meeting (subject to Government restrictions and to the extent otherwise practicable): at Eden Park (Enter
via Gate G), World Cup Lounge West, Level 4, South Stand, Reimers Avenue, Kingsland, Auckland (with entry to the meeting
room from 10.00am)
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Notice of Special Meeting 2021
3
Dear Shareholder,
We are pleased to invite you to attend a Special Meeting of
Shareholders of Radius Residential Care Limited (Radius Care),
which will be held at Eden Park (Enter via Gate G), World Cup
Lounge West, Level 4, South Stand, Reimers Avenue, Kingsland,
Auckland (and online at web.lumiagm.com commencing at
10.30am on Friday 23 July 2021 (the Special Meeting)).
Background and Overview of Ohaupo
Acquisition
On 8 July 2021, Radius Care announced the acquisition of the
land and buildings at four strategically important leased sites
from one of Radius Care’s largest landlords, Ohaupo Holdings
Limited (Ohaupo Holdings), for an acquisition price of $31.4
million (the Ohaupo Acquisition), being a 2.3% discount to an
April 2021 independent valuation undertaken by Long Valuation
& Consultancy. The purchase price for the Ohaupo Acquisition
will be settled partly in cash and partly through the issue of new
shares in Radius Care to Ohaupo Holdings (or its nominee/s)
(the Ohaupo Share Issue). On the same day, it was further
announced that an equity raise comprising a $23.0 million
placement (with the ability to accept up to an additional $7.0
million of oversubscriptions at Radius Care’s discretion) (the
Placement) and an up to $5.0 million retail offer (with the ability
to accept up to an additional $5.0 million of oversubscriptions at
Radius Care’s discretion) (the Retail Offer) would be undertaken
to fund the Ohaupo Acquisition and to reduce debt (the
Placement and the Retail Offer together, the Offer).
The Ohaupo Share Issue, the Placement and the Retail Offer are
conditional on shareholder approval, which will be sought at the
Special Meeting. The Ohaupo Acquisition is, in turn, conditional
on that shareholder approval being obtained.
Alignment of the Ohaupo Acquisition with
Strategy
As outlined in Radius Care’s December 2020 Listing Profile,
Radius Care undertook its listing on the NZX Main Board as
the first step in its next stage of growth. The listing sought to
provide Radius Care with enhanced ability to access capital to
fund growth initiatives as and when specific opportunities arose.
In its Listing Profile, Radius Care outlined its growth strategy
which includes the purchase of strategically important facilities
already operated (but not owned) by Radius Care, to provide
greater control to undertake value enhancing initiatives,
particularly developments.
The Ohaupo Acquisition demonstrates execution of this
important limb of Radius Care’s strategy. The acquisition
increases Radius Care’s owned portfolio by 277 Beds at four
sites across Auckland, Waikato, Taranaki and Canterbury. In
addition, the acquisition also:
• increases Radius Care’s Brownfield Development pipeline
by 40 Care Beds at the Taupaki Gardens site in Kumeu,
Auckland and Windsor Court in Ohaupo, Waikato.
Brownfield developments are highly value accretive
as there are no land costs required to undertake the
development on surplus land within the site footprint; and
• creates fully integrated owned facilities at (1) the Windsor
Court site in Ohaupo, Waikato where Radius Care owns
and operates the adjacent 22 unit retirement village and
(2) the Ellougton Gardens site in Timaru, Canterbury
where Radius Care owns and operates the adjacent 54
unit retirement village.
Funding
The $31.4 million purchase price for the Ohaupo Acquisition
(and related transaction costs) will be fully funded by the
proceeds of the Placement and the issue of new shares under
the Ohaupo Share Issue. The $23.0 million Placement is fully
underwritten by Jarden Partners Limited at a floor price of
$0.50 per Share. Radius Care also has the ability to accept
oversubscriptions under the Placement of up to an additional
$7.0 million at its discretion on a non-underwritten basis.
Any proceeds of the Placement not used to fund the Ohaupo
Acquisition (and related transaction costs) will be used to
reduce debt.
The Ohaupo Share Issue comprises the issue of $10.0 million
of new shares to Ohaupo Holdings (or its nominee/s) at the
same price per share as under the Placement.
In addition, Radius Care proposes to undertake the Retail Offer
Letter from
the Chairman
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Radius Residential Care Limited
4
recommends shareholders vote in favour of Resolutions 1 and
2, being the resolutions to approve the Ohaupo Share Issue
and the Placement, which are required to fund the Ohaupo
Acquisition and allow that transaction to complete. Director
Duncan Cook has abstained from making a recommendation
on Resolution 2 as he intends to apply for shares in the
Placement (and therefore will not be eligible to vote in favour
of this resolution).
The Board also recommends that shareholders vote in favour
of Resolution 3, being the resolution to approve the Retail
Offer. The proceeds from the Retail Offer will provide Radius
Care with funding headroom to undertake further acquisitions
and developments consistent with its growth strategy.
Directors Bret Jackson and Tim Sumner have abstained from
making a recommendation on Resolution 3 due to their
association (through the Knox Funds) with shareholders
eligible to subscribe for shares under the Retail Offer. Director
Duncan Cook has abstained from making a recommendation
on Resolution 3 as he is eligible to participate in the Retail
Offer (and is therefore not eligible to vote in favour of this
resolution).
Three of Radius Care’s largest shareholders, Wave Rider
Holdings Limited, Knox Fund IV NZD LP and Knox Fund IV AUD
LP have informed the company that they intend to vote in
favour of all resolutions they are permitted to vote in favour of.
Further details on how to vote and where to return your proxy
form are included on the form itself, as well as in this Notice of
Meeting.
On behalf of the Board, thank you for your continued support
and we welcome your consideration of, and participation in,
the Special Meeting on 23 July 2021.
Yours sincerely,
Brien Cree
Chairman
of up to $5.0 million of new shares (with the ability for Radius
Care to accept oversubscriptions of up to an additional $5.0
million at its discretion), also at the same price per share as
under the Placement. The proceeds of the Retail Offer will
be used to reduce debt in order to create funding headroom
for Radius Care. The Retail Offer is not underwritten. The key
terms of the Retail Offer are set out in the explanatory notes
that form part of this notice of meeting.
Further details of the Retail Offer, including application
instructions, will be contained in an offer document (the Offer
Document), expected to be available to eligible shareholders
on 26 July 2021. You can also access information, including the
announcements and investor presentation regarding the Offer
and Ohaupo Acquisition, on our website at www.radiuscare.
co.nz/investors-centre.
Shareholder Approval Required
Radius Care will hold the Special Meeting to consider the
approval by shareholders of the issue of shares under the
Ohaupo Share Issue, the Placement and Retail Offer.
The resolutions to approve the issue of shares under the
Ohaupo Share Issue, the Placement and Retail Offer are
ordinary resolutions, requiring a simple majority of the votes of
those shareholders who are eligible to vote and voting to pass.
The resolutions are interdependent and all must be approved
by Shareholders in order for any one of the resolutions to be
effective.
Ahead of the Special Meeting, the directors encourage you to
carefully read this Notice of Meeting before making a voting
decision. You should also refer to the Offer Document before
making an investment decision with respect to the Retail Offer.
Recommendations
The Board considers the Ohaupo Acquisition to be consistent
with Radius Care’s clear growth strategy, which includes the
purchase of strategically important facilities already operated
by Radius Care, allowing greater control to undertake
value enhancing initiatives. It is on this basis that the Board
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Notice of Special Meeting 2021
5
ORDER OF BUSINESS
A. Chairman’s Introduction and Address
B. Consideration of and Voting on the Resolutions
To consider and, if thought fit, to pass the following ordinary
resolutions:
Resolution 1 – Issue of Shares to Ohaupo Holdings
(or its nominee/s)
That the issue of up to 20 million fully paid Shares to Ohaupo
Holdings (or its nominee/s) at an issue price of not less than
$0.50 per Share in part satisfaction of the purchase price for
the Ohaupo Acquisition, with such Shares to rank equally on
issue with all existing Shares, be approved for all purposes,
including Listing Rule 4.2.1.
Resolution 2 – Issue of Shares under the Placement
That the issue of up to 60 million fully paid Shares to investors
at an issue price of not less than $0.50 per Share under the
Placement, with such Shares to rank equally on issue with all
existing Shares, be approved for all purposes, including Listing
Rule 4.2.1.
Resolution 3 – Issue of Shares under the Retail Offer
That the issue of up to 20 million fully paid Shares to existing
shareholders at an issue price of not less than $0.50 per Share
under the Retail Offer, on the terms further described in, and
on such additional terms as are not inconsistent with those set
out in, this Notice of Meeting, be approved for all purposes,
including Listing Rule 4.2.1.
By order of the Board
Brien Cree
Chairman
8 July 2021
Notice of Special
Meeting Of Shareholders
NOTICE is given that a Special Meeting of Shareholders of Radius Residential Care Limited (Radius Care) will be held on
Friday 23 July 2021 commencing at 10.30am:
a. online at web.lumiagm.com; and
b. subject to Government restrictions and to the extent otherwise practicable, at Eden Park (Enter via Gate G), World Cup
Lounge West, Level 4, South Stand, Reimers Avenue, Kingsland, Auckland.
Capitalised terms in this Notice of Meeting have the meanings set out in the Glossary.
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Radius Residential Care Limited
6
Major shareholder intends to vote in favour
Radius Care understands that its major shareholder, Wave
Rider Holdings Limited, together with Knox Fund IV NZD LP and
Knox Fund IV AUD LP, which between them currently hold in
aggregate 69.20% of the Shares, intend to vote all of the Shares
held by them in favour of Resolution 1 and Resolution 2. Wave
Rider Holdings Limited intends to vote all of the Shares held by it
(currently 54.00% of the Shares) in favour of Resolution 3. Under
the Listing Rules, Knox Fund IV NZD LP and Knox Fund IV AUD
LP (together the Knox Funds) are not permitted to vote in favour
of Resolution 3.
The Board considers that this provides an endorsement of the
Ohaupo Acquisition and the issue of Shares under the Ohaupo
Share Issue, the Placement and the Retail Offer.
Explanatory Notes relating to Resolution 1:
Details of Ohaupo Share Issue and Ohaupo Acquisition
Resolution 1 provides for Shareholders to consider and, if
thought fit, approve the Ohaupo Share Issue.
On 8 July 2021, Radius Care entered into four conditional sale
and purchase agreements (the Ohaupo Agreements) with
Ohaupo Holdings to acquire for a total purchase price of $31.4
million four properties that are currently owned by Ohaupo
Holdings and leased by Radius Care. Those properties (the
Ohaupo Properties) comprise:
• Radius Taupaki Gables at 116 Taupaki Road, Auckland;
• Radius Windsor Court at 20 Sandes Street, Ohaupo,
Waikato;
• Radius Heatherlea at 139 Vivian Street, New Plymouth;
and
• Radius Elloughton Gardens at 1 Pages Road, Marchwiel,
Timaru.
Each of the Ohaupo Properties are currently leased by Radius
Care on 12 year leases (with 4.8 years remaining to next
renewal) and with a further three rights of renewal for 12 year
terms each in favour of Radius Care. Accordingly, final expiry
of the current leases, if all rights of renewal are exercised by
Radius Care, would be in 2062.
The purchase price for the acquisition of the Ohaupo Properties
pursuant to the Ohaupo Agreements is $31.4 million in
aggregate, allocated across the individual properties. This
price is supported by individual independent valuations jointly
commissioned by Radius Care and Ohaupo Holdings and
undertaken by Long Valuation and Consultancy as set out in the
table below:
Valuation DateValuation
Radius Taupaki6 April 2021$7,325,000
Radius Windsor
Court
6 April 2021$9,025,000
Radius Heatherlea6 April 2021$5,300,000
Radius Elloughton
Gardens
6 April 2021$10,500,000
Total-$32,150,000
The acquisition price represents a 2.3% discount to the
aggregate independent valuation of the Ohaupo Properties. The
purchase price is to be satisfied by a payment of $21.4 million
in cash and the issue of $10.0 million of fully paid Shares at an
issue price equal to the Placement Price to Ohaupo Holdings
(or its nominee/s) (the Ohaupo Share Issue). The cash portion
of the purchase price will be funded from the net proceeds
expected to be raised through the Placement.
The maximum number of Shares that may be issued under the
Ohaupo Share Issue is 20 million Shares, being the number of
Shares required to be issued at the Underwritten Price in order
to satisfy the $10.0 million share component of the Ohaupo
Acquisition purchase price.
The Ohaupo Agreements are conditional on Radius Care
obtaining shareholder approval to the Ohaupo Share Issue,
the Placement and the Retail Offer, which will be sought at the
Special Meeting.
The Ohaupo Agreements have each been entered into on the
Auckland District Law Society and the Real Estate Institute of
New Zealand’s template Agreement for Sale and Purchase of
Real Estate (10th edition). In addition to the standard terms of
that agreement, the Ohaupo Agreements include the following
key terms:
• in the case of Radius Heatherlea, if remedial cladding and
related work that Ohaupo Holdings has been arranging to
Explanatory
Notes
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Notice of Special Meeting 2021
7
address water ingress to the building at Radius Healtherlea
is not completed by the settlement date, Ohaupo
Holdings will continue to be liable for the costs of and the
responsbility to complete that work following settlement;
and
• in the case of Radius Elloughton Gardens, the property is
purchased “as is where is” in relation to the earthquake
risk of the Elloughton Grange building, and the purchaser
will assume responsibility and liability for earthquake
strengthening works and attend to any such required
works following settlement.
If shareholders approve the resolutions at the Special Meeting,
it is anticipated that settlement will occur on 5 August 2021,
following allotment under the Placement. On the settlement
date Radius Care will pay the $21.4 million cash portion of the
purchase price and will satisfy the balance of the purchase price
by the Ohaupo Share Issue, being the issue of $10.0 million of
Shares to Ohaupo Holdings (or its nominee/s) at the Placement
Price on the same terms as, and ranking equally with, the then
existing Shares in Radius Care.
Ohaupo Holdings has agreed that the Shares issued to it or its
nominee/s under the Ohaupo Share Issue will be subject to
transfer restrictions for a period of 12 months. These transfer
restrictions are subject to exceptions if the Company gives
its prior written consent to the transfer, where the transfer is
to accept a takeover offer, where the transfer is pursuant to
a compulsory acquisition under a takeover offer, where the
transfer is to accept a share buyback offer by Radius Care or
to participate in a scheme of arrangement in respect of Radius
Care’s shares.
Impact of the Ohaupo Share Issue and Ohaupo Acquisition
Ownership of the Ohaupo Properties removes the annual lease
expense payable by Radius Care to Ohaupo Holdings of $2.2
million.
Rationale for the Ohaupo Share Issue and Ohaupo Acquisition
In addition to removal of the annual lease expense, the
transaction:
• increases the Brownfield Development pipeline by 40 Care
Beds at the Taupaki site in Kumeu, Auckland and Windsor
Court in Ohaupo, Waikato. Brownfield developments are
highly value accretive as there are no land costs required
to undertake the development on surplus land within the
site footprint; and
• creates fully integrated owned facilities at (1) the Windsor
Court site in Ohaupo, Waikato and (2) the Ellougton
Gardens site in Timaru, Canterbury where Radius Care
owns and operates the retirement villages.
For an explanation of the implications of Resolution 1 not
being approved, the Listing Rule requirements for Resolution
1 and the dilutionary effect on Shareholders if Resolution 1 is
passed, please refer to the heading “Explanatory Notes relating
to Resolutions 1, 2 and 3” below.
The Board recommends that Shareholders vote in favour of
Resolution 1.
Explanatory Notes relating to Resolution 2:
Resolution 2 provides for Shareholders to consider and, if
thought fit, approve the issue of up to 60 million Shares under
the Placement at an issue price of not less than $0.50 per
Share.
On 8 July 2021, Radius Care announced a $23.0 million
underwritten placement (the Placement) to fund the cash
component of the Ohaupo Acquisition purchase price (with the
ability for Radius Care to accept oversubscriptions of up to an
additional $7.0 million at its discretion on a non-underwritten
basis). The Placement (excluding oversubscriptions) has been
fully underwritten by the Underwriter at a floor price of $0.50
per Share (Underwritten Price), which represents a discount
of 44.40% to the closing price of Shares on the NZX on 7 July
2021. All Shares to be issued under the Placement (including
any oversubscriptions) will be issued at the “Placement
Price”, which will be set following a bookbuild process that will
take place on 8 July 2021 (Bookbuild). Under the Bookbuild,
institutional and other select investors in New Zealand,
Australia and other jurisdictions will be invited to apply for
Shares in the Placement across a range of prices for the
Shares. That information will then be used to assist with the
determination of the Placement Price and allocations of Shares
under the Placement.
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Radius Residential Care Limited
8
The Placement Price, and allocations under the Placement,
will be determined by agreement between Radius Care, the
Lead Manager and Underwriter following completion of the
Bookbuild. The Placement Price will be the Underwritten Price
or such greater clearing price under the Bookbuild at which
at least $23.0 million of Shares can be allocated and issued to
participants in the Placement.
The maximum number of Shares that may be issued under the
Placement is 60 million Shares, being the maximum number
of Shares that may be issued if the Placement Price equals
the Underwritten Price in order to raise the $30.0 million
maximum size of the Placement (including $7.0 million of
oversubscriptions).
The issue of Shares under the Placement is conditional on
Shareholder approval being obtained at the Special Meeting. If
Shareholders approve the resolutions at the Special Meeting,
issue and allotment of Shares under the Placement will occur
on two settlement dates, being 27 July 2021 and 3 August
2021. Participants in the Placement will have the option to
elect on which settlement date they wish to be issued and
alloted Shares. NZ RegCo has granted Radius Care a waiver
from Listing Rule 4.19.1 to enable the allotment of Shares
under the Placement to occur more than 10 business days
after the closing date for the Placement.
Shares issued under the Placement will rank equally on issue
with all existing Shares.
The proceeds of the Placement will be used to fund the $21.4
million cash component of the Ohaupo Acquisition purchase
price (and related transaction costs), with any additional
proceeds raised to be applied to debt repayment to create
further headroom for potential future growth initiatives.
For an explanation of the implications of Resolution 2 not
being approved, the Listing Rule requirements for Resolution
2 and the dilutionary effect on Shareholders if Resolution 2 is
passed, please refer to the heading “Explanatory Notes relating
to Resolutions 1, 2 and 3” below.
Explanatory Notes continued
The Board recommends that Shareholders vote in favour of
Resolution 2.
Director Duncan Cook has abstained from making this
recommendation as he intends to apply for shares in the
Placement (and therefore will not be eligible to vote in favour of
this resolution).
Explanatory Notes relating to Resolution 3:
Resolution 3 provides for Shareholders to consider and, if
thought fit, approve the issue of up to 20 million Shares under
the Retail Offer at an issue price of not less than $0.50 per
Share.
On 8 July 2021, together with the Placement, Radius Care
announced an up to $5.0 million non-underwritten retail offer,
with the ability for Radius Care to accept oversubscriptions
of up to an additional $5.0 million at its discretion (the Retail
Offer). Shares will be issued under the Retail Offer at the
Placement Price.
The issue of Shares under the Retail Offer is conditional on
Shareholder approval being obtained at the Special Meeting. If
Shareholders approve the resolutions at the Special Meeting,
the Retail Offer will open on 26 July 2021.
The key terms of the Retail Offer are as follows:
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Notice of Special Meeting 2021
9
Size of Retail Offer
Up to $5.0 million, with an ability for Radius Care to accept oversubscriptions of up to an additional
$5.0 million at its discretion.
Eligible Shareholders
Any Shareholder other than Wave Rider Holdings Limited, the Knox Funds and the ROC Funds, with
a registered address at the record date for the Retail Offer (being 5.00pm on 20 July 2021 (Record
Date)) in:
• New Zealand; or
• Australia and who Radius Care considers is a sophisticated investor or a professional investor
within the meaning of subsections 708(8) or (11) of the Corporations Act 2001 (Australia) and
for the purposes of part 6D.2 of the Corporations Act 2001 (Australia),
and who is not in the United States and not acting for the account or benefit of a person in the
United States.
The rationale for the Retail Offer not being extended to Wave Rider Holdings Limited, the Knox
Funds and the ROC Funds is set out following this table.
Maximum number of
Shares to be offered
under the Retail Offer
20 million Shares
(being the maximum number of Shares that may be issued if the Placement Price equals the
Underwritten Price in order to raise the $10.0 million maximum size of the Retail Offer (including
$5.0 million of oversubscriptions)).
Application amount
There is no maximum or minimum application amount.
In the event that the total number of Shares applied for under the Retail Offer exceeds the total
number of Shares offered under the Retail Offer, Radius Care may scale applications as described
under the heading “Scaling” in this table below.
Issue Price of Shares
The Placement Price
Transferability
The offer made under the Retail Offer is personal to the relevant Shareholder and non-
renounceable. It cannot be transferred to another person.
Underwriting
The Retail Offer will not be underwritten.
Scaling
Radius Care will have the right, at its discretion, to scale applications. Any such scaling will:
• first be on a proportionate basis to a level that allows all eligible Shareholders participating in
the Retail Offer to maintain their proportionate shareholding in Radius Care as at the Record
Date (and for this purpose, any Shareholder who is a limited partner of a Knox Fund will be
deemed to hold, in addition to their own shareholding, such proportion of the Shares held by
that Knox Fund at the Record Date as is equivalent to the proportion that that Shareholder’s
limited partner interest in that Knox Fund represents of the total limited partner interests in
that Knox Fund of all eligible Shareholders participating in the Retail Offer); and
• thereafter, be at the discretion of Radius Care, having regard to the amount the relevant
Shareholder’s application under the Retail Offer represents of the total application amounts
received under the Retail Offer.
Shares held through a
trustee or custodian
Shareholders who own Shares through a trustee or custodian (and are otherwise eligible to
participate in the Retail Offer) may instruct the trustee or custodian to apply for Shares on their
behalf.
Opening date
26 July 2021.
Closing date
9 August 2021 (unless extended).
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Radius Residential Care Limited
10
In order to provide eligible Shareholders with the opportunity
to subscribe for the largest number of Shares possible under
the Retail Offer, the Retail Offer will not be open to certain of
Radius Care’s largest substantial product holders: Wave Rider
Holdings Limited, the Knox Funds and ROC Funds (which
currently hold, in aggregate, 79.39% of the Shares). Of those
substantial product holders: Wave Rider Holdings Limited has
informed Radius Care that it does not wish to allocate any
funds for further investment at present; the Knox Funds have
informed Radius Care that they are satisfied that the limited
partners of those funds who are also eligible Shareholders will
have the opportunity to participate in the Retail Offer and have
the benefit of their proportion of the Knox Fund’s shareholding
in Radius Care credited to them for scaling purposes; and the
ROC Funds will be invited to participate in the Placement.
Shares issued under the Retail Offer will rank equally on issue
with all existing Shares.
The proceeds of the Retail Offer will be used to fund the
reduction of debt in order to create funding headroom for
Radius Care.
For an explanation of the implications of Resolution 3 not
being approved, the Listing Rule requirements for Resolution
3 and the dilutionary effect on Shareholders if Resolution 3 is
passed, please refer to the heading “Explanatory Notes relating
to Resolutions 1, 2 and 3” below.
The Board recommends that Shareholders vote in favour of
Resolution 3.
Directors Bret Jackson and Tim Sumner have abstained from
making this recommendation on the basis they are directors
of Knox Investment Partners Limited, the manager of the
Knox Funds, which is considered an Associated Person of
Shareholders eligible to participate in the Retail Offer for the
purpose of the voting restrictions in respect of this Resolution
3. Director Duncan Cook has abstained from making this
recommendation on the basis he is eligible to participate in the
Retail Offer (and is therefore not eligible to vote in favour of this
resolution).
Explanatory Notes continued
Explanatory Notes relating to Resolutions 1, 2 and 3:
Implications of the resolutions not being approved
The resolutions are all interdependent and so all must be
passed by shareholders in order for any one of them to be
effective. If any of the resolutions are not passed:
• Radius Care will not be able to satisfy the shareholder
approval condition in the Ohaupo Agreements and,
accordingly, will not be able to complete the Ohaupo
Acquisition. In such circumstances, absent an alternative
agreement being reached with Ohaupo Holdings that is
viable for Radius Care, Radius Care would need to cancel
the Ohaupo Agreements and the Ohaupo Acquisition
would not proceed. The Ohaupo Agreements do not
require Radius Care to pay Ohaupo Holdings any money
in that circumstance.
• Neither the Placement nor the Retail Offer will proceed
and no Shares will be issued under them. Radius Care
would need to terminate the underwriting agreement
between Radius Care, the Lead Manager and the
Underwriter. In that situation, Radius Care would be
required to pay the Underwriter a termination fee of
$300,000 (plus GST, if any).
• Radius Care’s reputation would be damaged, which may
affect its ability to transact in the future.
Listing Rule requirements
Shareholder approval is required for each of Resolutions 1,
2 and 3 by Listing Rule 4.1.1 which generally requires share
issues to be approved by Shareholders unless an exception
applies under the Listing Rules. As such, Radius Care must
obtain Shareholder approval to:
• the Ohaupo Share Issue by ordinary resolution, which is
presented as Resolution 1 in this Notice of Meeting;
• the issue of Shares under the Placement by ordinary
resolution, which is presented as Resolution 2 in this
Notice of Meeting; and
• the issue of Shares under the Retail Offer by ordinary
resolution, which is presented as Resolution 3 in this
Notice of Meeting.
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Notice of Special Meeting 2021
11
Dilutionary effect
Resolutions 1, 2 and 3 all involve the issue of Shares. If:
• the resolutions are all passed;
• the Placement Price is set at the Underwritten Price; and
• the maximum number of Shares that are authorised for
issue under the resolutions are issued,
then dilution will occur in respect of current shareholdings. In
those circumstances, the dilutionary effect on a Shareholder
that does not participate in the Placement or Retail Offer is as
follows:
Current Shares on Issue:
176,495,000
Resolution 1: Ohaupo Share Issue
20,000,000
Resolution 2: Issue of Shares under the Placement
60,000,000
Resolution 3: Issue of Shares under the Retail Offer
20,000,000
Total Shares approved for issue under the Resolutions:
100,000,000
Total Shares on issue following completion of the Ohaupo
Share Issue, Placement and Retail Offer:
276,495,000
Example Shareholder percentage holding pre allotments:
5%
Example Shareholder percentage holding post allotments:
3.2%
Eligible Shareholders will have an opportunity to increase their
shareholding and off-set this dilutionary effect by subscribing
for Shares under the Retail Offer when it is offered.
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Radius Residential Care Limited
12
Explanatory Notes
Explanatory Notes relating to the resolutions are attached to
and form part of this Notice of Meeting.
Attendance
All Shareholders who are registered as at 5.00pm (New
Zealand time) on 20 July 2021 are entitled to attend online or
in person and vote at the Special Meeting.
Attendance online
To attend the meeting online please go to web.lumiagm.
com and enter the Meeting ID 308-646-140. To participate,
Shareholders will need their CSN or holder number which
can be found on their proxy form attached to this Notice of
Meeting. Shareholders attending online will be able to vote and
ask questions during the Special Meeting. More information
regarding virtual attendance at the Special Meeting (including
how to vote and ask questions virtually during the Special
Meeting) is available through the Virtual Meeting Guide.
Shareholders attending online are encouraged to review the
Virtual Meeting Guide prior to the Special Meeting.
Attendance in person
If Government restrictions allow, the venue for the Special
Meeting for those Shareholders attending in person is Eden
Park (Enter via Gate G), World Cup Lounge West, Level 4, South
Stand, Reimers Avenue, Kingsland, Auckland (with entry to the
meeting room available from 10.00am).
Radius Care may, in its sole discretion, elect to hold the
Special Meeting as an online only meeting if it considers
there are potential risks to the health of meeting attendees
or if an in-person meeting is prohibited by law, as a result of
significant developments in the COVID-19 situation in New
Zealand and restrictions on the size of public gatherings. In
such circumstances, Radius Care will provide Shareholders
with as much notice as is reasonably practicable by way of an
announcement to NZX and on Radius Care’s website at www.
radiuscare.co.nz.
Proxies and representatives
If you are unable to attend the Special Meeting in person or
online, you may appoint a proxy or representative (in the case
of a corporate shareholder) to attend and vote on your behalf.
The notice appointing a proxy or representative must be
received by Computershare Investor Services Limited not later
than 10.30am (New Zealand time) on 21 July 2021 by any of the
following means:
Online: Visit www.investorvote.co.nz and follow the
instructions or, if you have a smartphone, by
scanning the QR code on the first page of the
proxy form attached to this Notice of Meeting and
following the prompts
Email: Email corporateactions@computershare.co.nz with
“Radius Care proxy” in the subject line
Delivery: Deliver your completed form to: Computershare
Investor Services Limited, Level 2, 159 Hurstmere
Road, Takapuna, Auckland 0622
Mail: Post your completed form to Computershare
Investor Services Limited, Private Bag 92119,
Victoria Street West, Auckland 1142
A proxy or representative need not be a Shareholder and may
be appointed by completing the proxy form attached to this
Notice of Meeting.
The appointment of a proxy or representative does not
preclude a Shareholder from attending and voting in person or
online at the Special Meeting. However, please note that your
proxy will not be able to vote at the Special Meeting unless you
have provided a voting direction or discretion. If you do not
provide an election in respect of the resolutions, your direction
is to abstain. If you make more than one election in respect of
any resolution your vote will be invalid on that resolution.
If you do not name a person as your proxy but have indicated
on the Proxy form how you wish to vote, the Chairman of the
Special Meeting will vote in accordance with your express
instructions.
Procedural Notes
and Other Information
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Notice of Special Meeting 2021
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You may appoint the Chairman of the Special Meeting as your
proxy. If you appoint the Chairman of the Special Meeting
as your proxy and elect to give him discretion on how to
vote, then he intends to vote your Shares in favour of the
resolutions.
Ordinary resolutions
Resolutions 1, 2 and 3 must be passed by an ordinary
resolution of Shareholders, i.e. by a simple majority of the
votes of those Shareholders entitled to vote and voting on the
resolution in person or by proxy.
Interdependent resolutions
Resolutions 1, 2 and 3 are interdependent and must all
be passed by Shareholders in order for any one of those
resolutions to be effective.
Voting Restrictions
In accordance with Listing Rule 6.3.1, Radius Care will disregard
any votes cast in favour of:
• Resolution 1 by Ohaupo Holdings and its Associated
Persons (as defined in the Listing Rules), which shall
include any persons that Ohaupo Holdings nominates to
receive Shares under the Ohaupo Share Issue;
• Resolution 2 by any person who Radius Care or Jarden
Securities Limited (as Lead Manager of the Placement)
has notified that they have been allocated Shares under
the Placement and their respective Associated Persons
(as defined in the Listing Rules); and
• Resolution 3 by all Shareholders eligible to participate in
the Retail Offer and their respective Associated Persons
(as defined in the Listing Rules).
In light of the scaling arrangements under the Retail Offer for
shareholders that are also limited partners in the Knox Funds
(as described in the Explanatory Notes to Resolution 3), the
Company considers the Knox Funds to be Associated Persons
of Shareholders eligible to participate in the Retail Offer, for the
purposes of the voting restrictions in respect of Resolution 3.
Radius Care will therefore disregard any votes cast in favour of
Resolution 3 by the Knox Funds.
Any discretionary proxies given to persons disqualified from
voting under the requirements set out above will not be valid.
Such persons may, however, vote non-discretionary proxies
where the relevant Shareholder has indicated on the proxy
form how the Shareholder wishes that person (as proxy) to
vote.
NZ RegCo No Objection
This Notice of Meeting has been reviewed by NZ RegCo. NZ
RegCo has confirmed that it has no objection to this Notice of
Meeting. However, NZ RegCo takes no responsibility for any
statement in this Notice of Meeting.
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Radius Residential Care Limited
14
Board
The Board of Directors of Radius Care
Bookbuild
The bookbuild process used by Radius Care to set the Placement Price
Explanatory Notes
The explanatory notes on the Resolutions attached to, and forming part of, this Notice of Meeting
Knox Funds
Knox Fund IV NZD LP and Knox Fund IV AUD LP
Lead Manager
Jarden Securities Limited
Listing Rules
The listing rules of the NZX Main Board
Notice of Meeting
This notice of special meeting, including the Explanatory Notes
NZX
NZX Limited
NZX Main Board
The main board equity security market operated by NZX
Offer
The offer of new Shares by Radius Care to raise up to $40.0 million by way of the Placement and Retail
Offer, as announced on 8 July 2021
Offer Document
The Offer Document expected to be available to eligible Shareholders on 26 July 2021 setting out
further details of the Retail Offer, including application instructions
Ohaupo Acquisition
The acquisition of the Ohaupo Properties in accordance with the Ohaupo Agreements as described in
the Explanatory Notes
Ohaupo Agreements
The agreements for sale and purchase of real estate in respect of the Ohaupo Properties between
Radius Care Holdings Limited and Ohaupo Holdings and dated 8 July 2021
Ohaupo Holdings
Ohaupo Holdings Limited
Ohaupo Properties
The properties located at:
• 116 Taupaki Road, Taupaki, Auckland
• 20 Sandes Street, Ohaupo, Waikato
• 139 Vivian Street, New Plymouth
• 1 Pages Road, Marchwiel, Timaru
Ohaupo Share Issue
The issue of $10.0 million of Shares at the Placement Price in part satisfaction of the purchase price
payable under the Ohaupo Acquisition
Placement
The placement of up to 60 million Shares announced on 8 July 2021 at a price of not less than $0.50
per Share as described in the Explanatory Notes
Glossary
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Notice of Special Meeting 2021
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Placement Price
The price per Share at which Shares will be issued under the Placement, to be determined by agree-
ment between Radius Care, the Lead Manager and the Underwriter after the conclusion of the Book-
build, and which will be not less than the Underwritten Price
Radius Care
Radius Residential Care Limited
Retail Offer
The offer to be made to eligible Shareholders at the Placement Price as described in the Explanatory
Notes
ROC Funds
ACT Private Equity No.3 Fund, ROC Alternative Investment Trust VI and ROC Asia Pacific Co-Investment
Fund II
Share
An ordinary share in Radius Care
Shareholders
Those persons recorded on the Radius Care share register as the holder of Shares
Underwriter
Jarden Partners Limited
Underwritten Price
$0.50 per Share
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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.