Waiver from NZX Listing Rules 4.19.1 and 5.2.1

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08.07.2021
NZ RegCo Decision
Radius Residential Care Limited (RAD)
Application for waivers from NZX Listing Rules 4.19.1
and 5.2.1

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Background
1. The information on which these decisions are based is set out in Appendix One to this decision.
These waivers will not apply if that information is not, or ceases to be, full and accurate in all material
respects.
2. The Rules to which these decisions relate are set out in Appendix Two.
3. Capitalised terms that are not defined in these decisions have the meanings given to them in the
Rules.
Waiver from Listing Rule 4.19.1
Decision
4. Subject to the conditions set out in paragraph 5 below, and on the basis that the information
provided by RAD is complete and accurate in all material respects, NZX Regulation Limited (NZ
RegCo) grants RAD a waiver from NZX Listing Rule (Rule) 4.19.1 so as to allow RAD to allot
Shares under the Placement following the Special Meeting to consider, and approve, the resolutions
required in connection with the Ohaupo Share Issue, the Placement and the Retail Offer (together,
the RAD Share Issue).
5. The waiver in paragraph 4 above is provided on the conditions that:
a. allotment of Shares under the Placement occurs no later than eight Business Days after the
Special Meeting; and
b. the waiver and its conditions and implications are disclosed in RAD’s next annual report.
Reasons
6. In coming to the decision to provide the waiver set out in paragraph 4 above, NZ RegCo has
considered that:
a. the policy behind Rule 4.19.1 is to ensure that, where application monies have been submitted,
subscribers obtain the benefit of their investment without undue delay;
b. RAD submits, and NZ RegCo has no reason not to accept, that these circumstances are not
applicable because:
i) the Placement participants will settle the Shares allocated to them under the Placement on
a delivery versus payment basis, so will not be required to submit the subscription money
for the relevant Shares until the date on which the Shares are allotted;
ii) the delay between the closing of the Placement offer and the issue of Shares under the
Placement is necessary because, it would otherwise not be possible for RAD to comply
with the notice requirements for the Special Meeting under the Companies Act and RAD’s
constitution and also comply with Rule 4.19.1; and
iii) participants in the Placement will not be adversely affected by the delay in allotment of the
Shares under the Placement as participants will be advised during or prior to the Placement
bookbuild that the issue of Shares under the Placement will take place on a date that is
later than the 10 Business Day period provided in the Listing Rules and it will be at each
participant’s option as to whether it wishes to settle and have Shares allotted to it on either
of Settlement Date One or Settlement Date Two. Through participation in the Placement,
those participants will agree to those arrangements.

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Waiver from Listing Rule 5.2.1
Decision
7. Subject to the conditions set out in paragraph 8 below, and on the basis that the information
provided by RAD is complete and accurate in all material respects, NZ RegCo grants RAD a waiver
from Rule 5.2.1, so as to allow RAD, to the extent that any Related Party participates in the RAD
Share Issues, to undertake the RAD Share Issues without needing to obtain the approval of an
Ordinary Resolution of RAD shareholders.
8. The waiver in paragraph 7 above is provided on the conditions that:
a. the directors of RAD certify to NZ RegCo that:
i) RAD was not unduly influenced in its decision to undertake the RAD Share Issue by the
Related Parties;
ii) the terms of the Ohaupo Share Issue, the Placement and the Retail Offer have been
entered into, and negotiated, on an arm’s length commercial basis;
iii) the terms of the Ohaupo Share Issue, the Placement and the Retail Offer are fair and
reasonable to all RAD shareholders and in the best interests of RAD;
iv) any participation by any Related Party in the Placement will be on the same terms, and for
the same price, as all other participants in the Placement;
v) any participation by any Related Party in the Retail Offer will be on materially the same
terms, and for the same price, as all other participants in the Retail Offer;
vi) no Related Party that participates in the Placement will be involved in, or influence, any
allocation decisions with respect to the Placement or the decision to set the Placement
price; and
vii) no Related Party that participates in the Retail Offer will be involved in, or influence, any
scaling decisions with respect to the Retail Offer.
b. The waiver and its conditions and implications are disclosed in RAD’s next annual report.
Reasons
9. In coming to the decision to provide the waiver set out in paragraph 7 above, NZ RegCo has
considered that:
a. the policy grounds behind Rule 5.2.1 are:
i) to guard against situations where the board of an Issuer may be unduly influenced, in its
dealings with a Related Party, by its relationship with the Related Party, or by the degree
of control or influence that the Related Party may have over the listed company or its board;
and
ii) to prevent the transfer of value from an Issuer to a Related Party (as for example by a sale
of assets at an undervalue);
b. RAD submits, and NZ RegCo has no reason not to accept, that these circumstances are not
applicable because:
i) the commercial terms of the Ohaupo Share Issue have been negotiated on an arm’s length,
commercial basis with an independent counterparty (Ohaupo Holdings).
ii) any participation by any Related Party in the Placement will be on the same terms, and for
the same price, as all other participants in the Placement. No Related Party that participates

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in the Placement will be involved in any allocation decisions in respect of the Placement or
the decision to set the Placement price. Accordingly, there will be no opportunity for Related
Parties to participate in the Placement other than on an arm’s-length basis;
iii) any participation by any Related Party in the Retail Offer will be on materially the same
terms, and for the same price, as all other participants in the Retail Offer. As such, Related
Parties will not be treated more favourably (or receive any differential treatment) due to
their relationship with RAD. No Related Party will be involved in, or influence scaling
decisions. Accordingly, there will be no opportunity for any Related Party to participate in
the Retail Offer other than on an arm’s-length basis;
iv) none of the Ohaupo Share Issue, the Placement nor the Retail Offer will be unduly
influenced by any Related Party that participates in Placement or Retail Offer (each a
Relevant Participant);
v) the RAD Share Issue is in the best interests of RAD and RAD shareholders who are not
associated with the Relevant Participants, given that:
A. the RAD Share Issue is required to fund the Ohaupo Acquisition. The Ohaupo
Acquisition is consistent with the growth strategy outlined in RAD’s Listing Profile,
which includes the purchase of strategically important facilities already operated (but
not owned) by RAD, to provide greater control to undertake value enhancing initiatives,
particularly development;
B. the Retail Offer will allow:
1) all RAD shareholders (other than those to whom it is unduly onerous to make the
offer or (in the case of the ROC Funds) have the opportunity to participate in the
Placement or (in the case of Wave Rider and the Knox Funds) do not wish to
participate) the right to participate in the capital raising at the same price as under
the Placement and Ohaupo Share Issue and on terms that will allow them to at
least maintain their pre-transaction proportionate shareholding in RAD; and
2) RAD to access new capital to reduce debt, which will create funding headroom for
RAD to pursue other growth opportunities; and
vi) the resolutions to be out to the Special Meeting will provide appropriate and sufficient
shareholder protections, given that they will ensure that:
A. each of the Ohaupo Share Issue, the Placement and the Retail Offer is subject to
shareholder approval;
B. Related Parties that participate in the Placement will be prohibited from voting in favour
of the Placement by Rule 6.3; and
C. Related Parties that may participate in the Retail Offer will be prohibited from voting in
favour of the Retail Offer by Rule 6.3;
vii) the proposed conditions set out in paragraph 8 provide further shareholder protections that
are consistent with the policy grounds for the rules restricting Material Transactions with
Related Parties under Rule 5.2.1.

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Appendix One
Background
1. Radius Residential Care Limited (RAD) is a Listed Issuer with ordinary shares quoted on the NZX
Main Board.
Ohaupo Acquisition and Ohaupo Share Issue
2. RAD is considering acquiring the land and buildings at four strategically important leased sites from
one of RAD’s largest landlords, Ohaupo Holdings Limited (Ohaupo Holdings), for an acquisition
price of $31.4 million. The purchase price is proposed to be satisfied by:
a. a payment of $21.4 million in cash; and
b. the issue of $10.0 million of fully paid shares in RAD (Shares) to Ohaupo Holdings or its
nominee/s (Ohaupo Share Issue).
(the Ohaupo Acquisition)
3. The Ohaupo Acquisition will be conditional on RAD obtaining shareholder approval to the Ohaupo
Share Issue, the Placement and the Retail Offer (as defined below) through a special meeting of
RAD shareholders (Special Meeting).
Placement
4. To fund the cash component of the Ohaupo Acquisition purchase price, RAD is proposing to
undertake a placement of $23.0 million of new Shares to institutional and other select investors (the
Placement) to be undertaken by way of a bookbuild managed by Jarden Securities Limited (Lead
Manager). RAD will also have the ability to accept oversubscriptions under the Placement of up to
an additional $7.0 million at its discretion.
5. The Placement (excluding oversubscriptions) will be underwritten by Jarden Partners Limited (the
Underwriter) and undertaken at a price agreed to between RAD, the Lead Manager and the
Underwriter following a bookbuild process (Placement Price), and being no less than the
underwritten price. Participants in the Placement will have the option to elect to settle and have
Shares allotted to them on one of two settlement dates being “Settlement Date One” and
“Settlement Date Two”.
Retail Offer
6. Following the Placement, RAD proposes to undertake a non-underwritten $5.0 million retail offer,
with the ability for RAD to accept oversubscriptions of up to an additional $5.0 million at RAD’s
discretion (Retail Offer). The Retail Offer will be open to all RAD shareholders with a registered
address at the record date for the Retail Offer:
a. in New Zealand; or
b. in Australia and who RAD considers is a sophisticated investor or a professional investor for the
purposes of part 6D.2 of the Corporations Act 2001 (Australia),
and who is not:
c. in the United States and not acting for the account or benefit of a person in the United States;
or
d. any of:
i) Wave Rider Holdings Limited (Wave Rider);
ii) Knox Fund IV NZD LP and Knox Fund IV AUD LP (together the Knox Funds), which are
managed by Knox Investment Partners Limited; and

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iii) ACT Private Equity No.3 Fund, ROC Alternative Investment Trust VI and ROC Asia Pacific
Co-Investment Fund II (together the ROC Funds), which are managed by ROC Capital Pty
Limited,
(such RAD shareholders who are eligible to participate in the Retail Offer being Eligible
Shareholders).
7. RAD has determined that it would be unduly onerous to make the Retail Offer to those RAD
shareholders who are not Eligible Shareholders (Ineligible Shareholders).
8. 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, RAD will have the right, at its discretion, to scale applications. Any such scaling will:
a. first be on a proportionate basis to a level that allows all Eligible Shareholders to maintain their
proportionate shareholding in RAD as at the record date, and for this purpose, any Eligible
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 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
b. thereafter, be at the discretion of RAD, having regard to the amount the relevant Eligible
Shareholder’s application represents of the total application amounts received under the Retail
Offer.
Issue Price
9. The issue price of Shares under the Ohaupo Share Issue, the Placement and the Retail Offer will
be the Placement Price.
Timetable
10. The Ohaupo Acquisition is proposed to be conducted in accordance with the following timetable:
Date Event
8 July 2021 Ohaupo Acquisition announced
Trading halt requested
Placement bookbuild undertaken
Notice of Meeting sent to RAD shareholders
9 July 2021 Placement bookbuild completed
Trading halt lifted
20 July 2021, 5pm
Record date for: (a) voting at Special
Meeting and (b) Retail Offer
23 July 2021 Special Meeting of RAD shareholders
26 July 2021 Retail Offer opens
27 July 2021 Settlement Date One under the Placement
3 August 2021 Settlement Date Two under the Placement
5 August 2021 Ohaupo Acquisition settlement
Ohaupo Share Issue allotment

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Date Event
9 August 2021 Retail Offer closes
13 August 2021 Retail Offer settlement and allotment
Waiver from Rule 4.19.1 – Further background
11. The issue of Shares under each of the Ohaupo Share Issue, the Placement and the Retail Offer
will require shareholder approval under Rule 4.2.1, unless an exclusion in Rule 4 of the Listing
Rules applies.
12. The Notice of the Special Meeting will be given to RAD shareholders on the same day that the
Ohaupo Acquisition is announced to NZX. A minimum of 10 working days’ notice of the Special
Meeting must be provided to shareholders under the Companies Act 1993. As such, settlement of
the Placement will not occur until more than 10 Business Days after the bookbuild for the Placement
has been completed, meaning that RAD will breach Rule 4.19.1 (which requires allotment to occur
no later than 10 Business Days after the final closing date of an offer) unless a waiver from that
Rule is obtained.
Waiver from Rule 5.2.1– Further Background
13. The Ohaupo Acquisition will involve the issue by RAD of Shares under RAD Share Issue with a
market value of up to $50 million (including oversubscriptions), which exceeds 10% of the current
AMC of RAD and will therefore constitute a “Material Transaction” as defined under the Rules.
14. The following Related Parties of RAD may become a direct party to the RAD Share Issue if they
elect to participate in the Placement or Retail Offer as described below:
Related Party Involvement
The ROC Funds, which are under the
common management of ROC Capital
Pty Limited and therefore constitute
Associated Persons of the holder of a
Relevant Interest in 10% or more of the
Shares
Will be a direct party to the Placement
if the ROC Funds elect to participate in
the Placement
The following RAD directors, Senior
Managers and their Associated Persons:
• Duncan Cook (RAD director);
• Julie Cook (wife of RAD director); and
Will be a direct party to the Placement
if they elect to participate in the
Placement

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15. The list above is not exhaustive, as another Related Party (for example, a Relative of a Director not
set out in the table above) may acquire Shares after announcement of the Ohaupo Acquisition and
prior to the record date of the Retail Offer and elect to participate in the Retail Offer if they are an
Eligible Shareholder.
16. Under Rule 5.2.1(a), RAD is prohibited from undertaking the RAD Share Issue if any of the Related
Parties in the table above or any other Related Party participates in the RAD Share Issue, unless
the RAD Share Issue is approved by an Ordinary Resolution or conditional on such approval.

• Stuart Bilbrough (CEO)
The following RAD directors and their
Associated Persons who hold Shares:
• Duncan Cook; and
• Bret Jackson
Will be a direct party to the Retail Offer
if they elect to participate in the Retail
Offer
The following Senior Managers and their
Associated Persons who hold Shares:
• Stuart Bilbrough (CEO);
• Jane Smart (Chief Operations
Officer);
• Steven Heesen (General Manager,
Commercial Services); and
• Michelle Slabber (General Manager,
Finance).
Will be a direct party to the Retail Offer
if they elect to participate in the Retail
Offer

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Appendix Two
Rule 4.19
4.19.1 An Issuer making an offer of Financial Products intended to be Quoted (other than Equity
Securities issued under Rule 4.8 or Rule 4.9) must allot such Quoted Financial Products no
later than 10 Business Days after the final closing date for the offer.
Rule 5.2
5.2.1 An Issuer must not enter into a Material Transaction if a Related Party is, or is likely to
become:
(a) a direct party to the Material Transaction, or
(b) a beneficiary of a guarantee or other transaction which is a Material Transaction,
unless that Material Transaction is approved by an Ordinary Resolution (such resolution
being subject to the voting restrictions in Rule 6.3) or conditional on such approval.