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Special Meeting of Shareholders – Address and Presentation

Special Meeting22 July 2021RADHealthcare

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Radius Residential Care Limited

Shareholders’ Special Meeting

23 July 2021


Address by the Executive Chair

[SLIDE 2: WELCOME]

Good morning everyone. I’m Brien Cree and I’m the Executive Chair and Managing Director of Radius

Residential Care Limited. It’s my pleasure to welcome you to this special meeting of shareholders.

This meeting is being held to seek shareholder approval of the issue of shares in connection with

Radius Care’s acquisition of the land and buildings at four strategically important leased sites and in

connection with the placement and retail offer components of the equity raising announced by

Radius Care on 8 July. So, whether you are joining us in person at the meeting or joining us online,

I’d like to thank you for attending and welcome you all.

Today’s meeting is a hybrid meeting. That means shareholders, proxy holders and guests are able to

attend the meeting both in person and virtually. All attendees will be able to hear and see a live

webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and

vote on resolutions. A guide to virtual meetings has been sent out however I’ll shortly provide

further details on how to ask questions and how to vote.

Some housekeeping matters for those of you who have joined us in person. First, I’d like to remind

you to turn your mobile phones to silent. Also, if there’s an emergency and we need to leave, please

do so through the marked exits. The meeting point is on Reimers Avenue – that’s the other side of

the stadium so a bit of a walk. You will need to take the stairs. Please do not try to use the lifts. Eden

Park staff will be available to help us if required.

[SLIDE 3: AGENDA]

I’m pleased to confirm that we have a quorum given we have more than five shareholders present in

person or by proxy and therefore I declare this meeting open.

The items of business for this meeting and the resolutions to be considered by shareholders are

contained in the Notice of Meeting which was sent to shareholders on July 8th.

Our order of proceedings is that I’ll talk about the share issues that the Board is seeking your

approval to undertake, we’ll then attend to the resolutions with each resolution addressed in turn. I

will invite questions specific to each resolution. The online voting will open shortly and I’ll explain

the voting process. Following that I’ll explain the process for asking questions.

At today’s meeting we will only be addressing matters to do with the resolutions to be considered at

this meeting. I won’t be providing a business update at this time. That will be done at the annual

shareholder meeting to be held on Wednesday 22 September. Details of the time and place of the

annual shareholder meeting will be provided in due course.

Once the meeting is complete, we hope that those of you present will join us for refreshments.

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I’d now like to introduce my fellow Directors who are in attendance (either in person, or online).

They are:

• Duncan Cook, a director of the company since 2010 and Chair of the Remuneration and Human

Resources Committee

• Mary Gardiner, one of our two independent directors who joined the Board last year and is a

member of the Audit and Risk Committee and the Remuneration and Human Resources

Committee;

• Hamish Stephens, an independent director who, like Mary, joined the Board in December 2020.

Hamish chairs our Audit and Risk Committee.

Two of our directors are not able to be here today in person but have joined us online.

• Bret Jackson is a Non-Executive Director who joined the Board in 2014. Bret is a member of the

Remuneration and Human Resources Committee. Bret sends his apologies that he isn’t in the

room with us today. He had an unavoidable commitment elsewhere.

• And Tim Sumner is joining us from the US. Tim is a Non-Executive Director and joined the Board

in 2014. Tim is a member of the Audit and Risk Committee.


• And finally, I’d like to introduce Stuart Bilbrough, our Chief Executive.

I’d also like to note that members of our senior management team are here together with:

• Our lawyers, Harmos Horton Lusk;

• The lead managers of the placement, Jarden;

• Our auditors, Baker Tilley Staples Rodway; and

• Our registrar, Computershare.

A warm welcome to you all.

[SLIDE 4: QUESTION PROCESS]

I’d now like to summarise the process for asking questions. Online questions can be submitted at

any time. To ask a question, press on the Q&A speech bubble icon as indicated on this slide. This will

open a new screen. At the bottom of that screen there’s a section for you to type your question.

Once you have finished typing, please click on the arrow symbol to send. Please note that while you

can submit questions from now on, we won’t address them until the relevant time in the meeting.

Please also note that your questions may be moderated or, if we receive multiple questions on one

topic, these will be combined. However, if you don’t feel your question has been addressed, please

resubmit it.

Finally, due to time constraints, and to ensure all shareholders have a chance to ask a question, I ask

that you limit yourself to asking two questions. If we run out of time to answer all your questions or

if there are technical issues, we’ll make sure that we respond to all questions in writing following the

meeting.

For those of you present, we’ll offer you an opportunity to ask questions on, or speak to, each

resolution being put to shareholders at the appropriate time. There will also be an opportunity to

ask questions of individual Directors informally after the meeting.

[SLIDE 5: ONLINE VOTING PROCESS]

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The second feature I want to explain to those of you who are attending through the virtual facility is

the online voting process. If you’re eligible to vote, a polling icon will appear on your screen – as

shown on this slide. It’s the 3 vertical columns. Selecting this icon will bring up the list of resolutions

and present you with voting options. To cast your vote, simply select one of the options. There’s no

need to hit a submit or enter button as the vote is automatically recorded.

Up until the time the poll is declared closed, you have the ability to change your vote by simply

selecting another option or you may cancel your vote by clicking ‘cancel’. You may submit questions

on each resolution being put to shareholders by using the question process. For those of you who

have joined us in person, those Shareholders who are entitled to vote and proxies who have

discretion as to how they vote, should have received a Voting or Proxy Form when you registered

upon arrival at the meeting. If you completed and submitted a Voting or Proxy form online or by

post before 10.30am on 21 July, you don’t need to complete another Voting or Proxy form. For those

people in the room, if you haven’t received a Voting or Proxy form, at the time of voting, please go

to the Computershare desk where their staff led by Sarah will be able to assist you. After voting, you

should place your Voting or Proxy form in one of the ballot boxes which will be passed around the

room. I’ll invite you to vote after all the resolutions have been introduced to the meeting.

I now declare voting open on all items of business. For those of you attending via Lumi AGM, the

online polling icon will soon appear, please submit your votes at any time. I’ll give you a warning

before I move to close voting.

[SLIDE 6: BACKGROUND TO THE RESOLUTIONS]

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, for an

acquisition price of $31.4 million, being a 2.3% discount to an April 2021 independent valuation. The

purchase price is to be settled partly in cash and partly through the issue of new shares in Radius

Care to Ohaupo Holdings or its nominees.

The facilities at these sites are Taupaki Gardens located at Kumeu, Windsor Court which is at

Ohaupo, between Hamilton and Te Awamutu in the Waikato, Heatherlea in New Plymouth and

Elloughton Gardens in Timaru.

There are four main pillars to the Radius Care strategy:

• Pillar one: The purchase of the land and buildings of strategically important facilities we

currently operate;

• Pillar two: Expansion of facilities we currently run – this is known as Brownfield Development;

• Pillar three: Development of completely new facilities on land we’ve bought – this is known as

Greenfield Development; and

• Pillar four: Opportunistic value accretive acquisitions. This means buying existing facilities that

the current owner decides to sell

The acquisition:

‒ increases Radius Care’s owned portfolio by 277 beds at four sites across Auckland, Waikato,

Taranaki and Canterbury;

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‒ increases Radius Care’s owned Brownfield Development pipeline by 40 Care Beds at the

Taupaki Gardens site in Kumeu, Auckland and Windsor Court in Ohaupo. 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 the Windsor Court site in Ohaupo where Radius

Care owns and operates the adjacent 22 unit retirement village and the Ellougton Gardens

site in Timaru where Radius Care owns and operates the adjacent 54 unit retirement village.

The Ohaupo acquisition is a textbook example of execution of Pillar One of Radius Care’s strategy. In

this case, by purchasing strategically important facilities already operated, but not owned, by Radius

Care, 2.2 million dollars of annual lease expense will be removed.

In conjunction with the announcement of the Ohaupo acquisition on 8 July 2021, Radius Care also

announced an up to $50m equity raising, comprising of:

‒ 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);

‒ $10 million of Radius Care shares to be issued to Ohaupo Holdings or its nominees – being in

part payment of the purchase price payable to Ohaupo Holdings as mentioned earlier; and

‒ a non-underwritten Retail Offer of up to $5 million (with the ability for Radius Care to accept

oversubscriptions of up to $5 million).

The issue of shares under each of the Placement, Ohaupo acquisition and the Retail Offer is subject

to shareholder approval at this meeting. The three resolutions are interdependent, meaning they all

must pass for any of them to be implemented.

As announced on 9 July 2021, Radius Care has accepted the full amount of oversubscriptions to raise

$30 million via the Placement. The placement price was set at $0.52 and the issue of shares under

the Ohaupo transaction and the Retail Offer will be undertaken at the same price.

We were absolutely delighted that the placement was so well received by institutional investors,

high net worth investors and retail investors. Also a key objective of further diversifying Radius

Care’s shareholder register has been able to be achieved.

The proceeds of the Placement will be used to fund the cash component of the Ohaupo acquisition.

Excess funds raised in the Placement and the funds raised under the Retail Offer, will be used for

debt repayment to create further headroom for potential future strategic growth initiatives.

Subject to the resolutions to be voted on at this meeting all being passed, the Retail Offer will open

on Monday 26 July and close on Monday 9 August and we will know at that point just how much

money has been subscribed. The results of the Retail Offer are expected to be announced on 13

August – a Friday but I think it’ll be a good one for Radius.

SLIDE 7: LAND AND BUILDINGS OF FOUR FACILITIES TO BE PURCHASED

The four facilities we’re purchasing are shown here on the slide.

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Heatherlea was the first facility that I purchased so we have a very special attachment to it and I’m

delighted that it will move from being a leased property to being fully owned.

Taupaki Gardens and Windsor Court were in the second parcel of facilities that we bought. As you’ll

see both of these properties can be expanded.

And Elloughton Gardens is another fantastic facility. Elloughton and Windsor Court will become

integrated, owned facilities. At Windsor Court in Ohaupo Radius Care owns and operates the

adjacent 22 unit retirement village. At Elloughton Gardens in Timaru we own and operate the

adjacent 54 unit retirement village.

Looking at how the overall portfolio on a facilities basis changes, we currently lease 19 facilities and

own three. This transaction will change the portfolio to 15 leased and seven fully owned facilities.

SLIDE 8: RESOLUTIONS

Today’s special shareholder meeting has been required because the Listing Rules generally require

share issues to be approved by shareholders unless an exception applies under the Listing Rules.

I’d now like to move on to the formal voting on the resolutions. Only shareholders, proxy holders or

corporate representatives of a shareholder may vote on today’s resolutions.

All resolutions are ordinary resolutions and are required to be passed by a simple majority of votes.

The resolutions that we’ll be voting on today are as follows:

• Resolution 1: To approve the issue of Shares to Ohaupo Holdings (or its nominees)

• Resolution 2: To approve the issue of Shares under the Placement; and

• Resolution 3: To approve the issue of Shares under the Retail Offer

Voting will be done by way of poll for each of the resolutions.

The resolutions are interdependent and all must be approved by shareholders in order for any one

of the resolutions to be effective.

The Board 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 is

receiving 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).

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To vote, you will need to mark your voting paper in the way you wish to vote by ticking “For”,

“Against” or “Abstain”. Computershare will collect all voting papers after all three resolutions have

been put to shareholders.

The directed proxy votes received will be displayed for your information after voting on all three

resolutions.

I’ll now move onto each of the resolutions set out in the notice of meeting which includes

explanatory notes for each of the resolutions. I will take the text of each resolution as read.

[SLIDE 9: RESOLUTION 1]

Resolution 1 relates to the issue of Shares to Ohaupo Holdings or its nominees.


Please note that Ohaupo Holdings Limited and its Associated Persons (as defined in the Listing

Rules), which includes any persons that Ohaupo Holdings nominates to receive shares under the

Ohaupo Share Issue are not permitted to vote in favour of this resolution.


I now move, as an ordinary resolution, that the issue of up to 20 million ordinary shares to Ohaupo

Holdings or its nominees be approved.


No seconding of resolutions is required.


Are there any questions on this resolution? [Q&A discussion on resolution 1, if any]


Thank you. Please now select either “For”, “Against” or “Abstain” for Resolution 1 on the voting

paper or vote using the online function.


[SLIDE 10: RESOLUTION 2]


Resolution 2 relates to the issue of Shares under the Placement.


Please note that 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) are not permitted to vote in favour of

this resolution.


I now move, as an ordinary resolution, that the issue of up to 60 million ordinary shares under the

Placement be approved.


Are there any questions on this resolution? [Q&A discussion on resolution 2, if any]


Thank you. Please now select either “For”, “Against” or “Abstain” for Resolution 2 on the voting

paper or vote using the online function.

Moving to the third resolution.


[SLIDE 11: RESOLUTION 3]


Resolution 3 relates to the issue of Shares under the Retail Offer

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Please note that all shareholders eligible to participate in the Retail Offer and their respective

Associated Persons (as defined in the Listing Rules) are not permitted to vote in favour of this

resolution.


I now move, as an ordinary resolution, that the issue of up to 20 million ordinary shares under the

Retail Offer be approved.


Are there any questions on this resolution? [Q&A discussion on resolution 3, if any]


Thank you. Please now select either “For”, “Against” or “Abstain” for Resolution 3 on the voting

paper or vote using the online function.

[SLIDE 12: PROXY VOTING ON RESOLUTIONS]


Some shareholders who have not been able to physically attend this meeting have voted by proxy.

You will see on the screen the votes that had been received at the time proxy voting closed on

Wednesday.

My fellow directors and I will vote all undirected proxies in favour of the resolutions.


We’ll now move to finalise the voting and will answer general questions.


[SLIDE 13: VOTING & QUESTIONS]


Once all the votes have been cast, they will be counted by the Company’s share registrar,

Computershare, and scrutinised by a representative from Baker Tilley Staples Rodway, the

Company’s auditor. The results of today’s meeting will be released to the NZX on the completion of

verification of voting. If you have not already done so, please cast your votes now, and give your

voting forms to Computershare, while we take questions.


[SLIDE 14: QUESTION PROCESS – REMINDER]


If there are any questions on any of the resolutions covered today at the meeting that you would like

to raise, please do so through the Lumi Q&A function. A reminder of the process is shown on screen.

For those of you present, I’ll open the floor to any questions. I want to remind everyone that if we

run out of time to answer all question now, we will respond to any additional questions in writing

following the meeting.


[Q&A if any]


[After the Q&A process] Ladies and gentlemen that concludes our discussion on the items of

business. In a couple of minutes, I’ll close the voting system. Please ensure that you have cast your

vote on all three resolutions. I’ll now pause to allow you time to finalise those votes.


[wait for 90 seconds]

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Voting is now closed. The results of all votes will be released to the NZX later today. Ladies and

gentlemen, there does not appear to be any further business for discussion. That brings us to the

end of formal business for this Special Meeting of shareholders of Radius Residential Care Limited.


This hybrid meeting has been another first for Radius and I would like to thank you all for taking the

time to connect with us today, be it online or in person. I look forward to seeing you again in

September at the first annual meeting of Radius as an NZX listed company


[SLIDE 15: THANK YOU]

I now declare the meeting closed.


I invite those present to stay on for light refreshments and the opportunity to have informal

discussions with Directors.


Thank you.


[ENDS]

---

1
Special Meeting of Shareholders23 July 2021

Welcome

3
SPECIAL MEETING

Agenda

Chair Introduction

22

Background of Special Meeting of Shareholders

11

33

Shareholder Questions

44

Resolutions

55

Voting

66

Close

4
QUESTION PROCESS FOR ONLINE ATTENDEES

When the Question function is available, the Q&A icon will appear at the top of the app

.

To send in a question, click in the ‘Ask a question’ box, type your question and press the send arrow.

Your question will be sentimmediately for review.

Received

5
VOTING PROCESS FOR ONLINE ATTENDEES

There is no submit or send button, your selection is

automatically recorded. You can change your mind

or cancel your vote any time before the poll is

closed.

When the poll is open, the vote will be

accessible by selecting the voting icon at

the top of the screen.

To vote simply select the direction in which you would

like to cast your vote. The selected option will change

colour.

For

Against

Abstain

6
BACKGROUND TO THE RESOLUTIONS The special meeting is to consider the approval by shareholders

of the issue of shares related to the capital raising undertake

nin

conjunction with the Ohaupo Transaction

Acquisition Overview


On 8 July 2021, Radius Care announced the

acquisition of the land and buildings at fo

ur strategically impo

rtant leased sites fr

om one of Radius Care’s largest landlords, Oh

aupo 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 undert

aken by Long Valuation & Consultancy


As outlined at the time of Radi

us Care’s listing on the NZX in

December 2020, its growth strate

gy includes the purchase of stra

tegically important facilities already operated (but

not owned) by Radius

Care, to provide greater

control to undertake value enhancing init

iatives, particularly developments.


The Ohaupo Acquisition demonstrates execution of this impo

rtant limb of Radius Care’s strategy. The acquisition:


increases Radius Care’s owned

portfolio by 277 Beds at four

sites across Auckland, Waikat

o, Taranaki and Canterbury.


increases Radius Care’s owned Brownfield De

velopment pipeline by 40 Care Beds at the

Taupaki Gardens site in Kumeu, Auckland and

Windsor Court in Ohaupo, Waikato. Brownfie

ld 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, Waik

ato 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 operat

es the adjacent 54 unit retirement village.

Associated Capital Raise


In conjunction with the announcem

ent of the Ohaupo Acquisition on 8 July 2021, Ra

dius Care also announced

an up to $50m capital

raising, comprising of:


an underwritten Placement of $23 million (with th

e ability for Radius Care to accept ov

ersubscriptions of up to an additional $7

million at its discretion on a non-underwritten basis). As announced on 9 July 2021, Radius

Care accepted the full amount of oversubscr

iptions to raise $30 million via the Placement


$10 million of Radius Care shares to be issued to Ohaupo Holdings

(or its nominee/s) – the vendor of the land and buildings of th

e four leased facilities being purchased; and


a non-underwritten Retail Offer of up to $5 million (with the abilit

y for Radius Care to accept oversubscriptions of up to $5 m

illion)


The Placement price of $0.52 per share set via a bookbuild process

on 8 July 2021, applies all capital raised through each of th

e three components of the capital raising


The $31.4 million purchase price for the Ohaupo Acquisition (and re

lated transaction costs) is fu

lly funded via the proceeds of

the Placement conducted on 8 July 2021 and the issue of new shares under the Ohaupo

Share Issue. The $7 million of oversubscripti

ons accepted as part of the Placement will

be applied to debt repayment. Any pro

ceeds raised via the non-underwritten Reta

il Offer will be app

lied to reduce debt.

Shareholder Approval


This Special Meeting is to consider the approval by shareholder of the issue of shares under:


Resolution 1

: The Ohaupo Share Issue;


Resolution 2

: The Placement; and


Resolution 3

: The Retail Offer


The resolutions to approve the issue of shares under the Ohaupo Share Issue, the Placement and Retail Offer are ordinary resolut

ions, requiring a simple majority of the votes of those shareholders who are eligible to

vote and voting to pass

7
LAND AND BUILDINGS OF FOUR FACILITIES TO BE PURCHASED

Elloughton Gardens,TimaruExisting:

86 Care Beds

Operated since:

March

2005

Windsor Court, OhaupoExisting:

76 Care Beds

Development:

20 Care Beds

Operated since:

Dec 2003

Purchase of land and buildings

Purchase of land and buildings, with Brownfield Development potential

Taupaki Gardens, Kumeu

Existing:

60 Care Beds

Development:

20 Care Beds

Operated since:

Dec 2003

Heatherlea, New PlymouthExisting:

55 Care Beds

Operated since:

March 2003

Purchase of land and buildings, where Radius Care owns co-located retirement villages

Resolutions

9
ISSUE OF SHARES TO OHAUPO HOLDINGS (OR ITS NOMINEE/S)

RESOLUTION 1

“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.”

10
ISSUE OF SHARES UNDER THE PLACEMENT

RESOLUTION 2

“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.”

11
ISSUE OF SHARES UNDER THE RETAIL OFFER

RESOLUTION 3

“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.”

12
Proxy Votes Received

1

Resolution 1 – Issue of Shares to Ohaupo Holdings (or its nominee/s)Proxy votes lodged

For

Against

Discretionary

Abstain

146,504,384

146,435,967

23,230

45,187

0

Resolution 2 – Issue of Shares under the Placement

Proxy votes lodged

For

Against

Discretionary

Abstain

146,504,384

145,806,370

90,327

45,187

562,500

Resolution 3 – Issue of Shares under the Retail Offer

Proxy votes lodged

For

Against

Discretionary

Abstain

146,504,384

114,294,236

110,327

43,937

32,055,884

1 Representing in total 83.0% of

securities able to be voted.

Voting andQuestions

Question Process

15
Thank you

Thank You

---

23 July 2021


Shareholders’ Special Meeting


The attached address and presentation will be given at the hybrid (virtual and in person)

Special Meeting of Shareholders of Radius Residential Care Limited, starting at 10.30am

today at Eden Park, World Cup Lounge West, Level 4, South Stand, Reimers Avenue,

Kingsland, Auckland, and also online via Lumi AGM.


1. Radius Residential Care Limited Shareholders’ Special Meeting – Executive Chair and

Managing Director’s Address


2. Radius Residential Care Limited Shareholders’ Special Meeting – Executive Chair and

Managing Director’s Presentation


ENDS


Contacts:

Stuart Bilbrough

Chief Executive Officer

Phone: +64 21 252 5778

Email: Stuart.Bilbrough@radiuscare.co.nz


About Radius Care

Radius Care was founded in 2003 and operates in the New Zealand aged care and

retirement village sectors. It is a nationwide provider offering the full range of

accommodation and care options giving residents the ability to “age in place”. Today,

Radius Care operates 22 aged care facilities, of which it owns three and leases 19. It also

owns and operates two retirement villages and an online shop for specialist assisted-

living products. The company employs over 1,500 people, including highly qualified

healthcare staff who are committed to providing the very best in nursing care. For more

information visit radiuscare.co.nz or check our Facebook page @RadiusCareNZ

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