Radius Care Announces Opening of Retail Offer

NZX RELEASE
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
26 July 2021
Radius Care Announces Opening of Retail Offer

Radius Residential Care Limited (NZX: RAD) (Radius Care) is pleased to announce the
opening today of its non-underwritten retail offer of up to $5 million (Retail Offer), with the
ability to accept oversubscriptions of up to $5 million at Radius Care’s discretion. The Retail
Offer is part of Radius Care’s $50 million equity raising announced on 8 July 2021, pursuant
to which Radius Care also undertook a $30 million placement of new shares to institutional
shareholders, high net worth investors and retail investors (Placement) and will issue $10
million of new shares to Ohaupo Holdings Limited (or its the nominees), being the vendor of
the land and buildings of four strategically important aged care facilities operated (but not
owned) by Radius Care as part consideration for the purchase price for such land and
buildings.

Radius Care announced the successful completion of the Placement on 9 July 2021. The
Placement was fully subscribed at the price determined in the bookbuild for the Placement of
$0.52 per share, which represented a discount of 42.0% 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 $0.7660 of
32.1% based on the close price of $0.90 on Wednesday, 7 July 2021 and the Placement price
of $0.52 (and assuming a raise of $50 million). Settlement, allotment and the commencement
of trading of new shares issued under the Placement is expected to occur tomorrow (27 July
2021) and on 3 August 2021 (with each investor that has been allocated shares under the
Placement having elected one of those settlement dates).

Under the Retail Offer, each person
1
who was recorded in Radius Care’s share register as
being a registered holder of Shares as at 5:00pm (NZ time) on the record date of 20 July 2021
and having a registered address in:

• New Zealand; or

• Australia and who Radius Care considers is a sophisticated investor or a professional
investor under Australian law,

can subscribe for new ordinary shares in Radius Care (Shares).


1
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 and ROC Asia Pacific Co-Investment Fund II are not eligible to participate in
the Retail Offer.

There is no limit on the number of Shares that eligible shareholders can apply for in
the up to $10 million Retail Offer, however they would be subject to scaling at an
aggregate level.

The offer price of the Shares is $0.52, being the same price for each component of the equity
raise as determined by the Placement price. The new Shares to be issued under the Retail
Offer will, from issue, rank equally in all respects with Radius Care’s existing ordinary shares.

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. If scaling of the Retail Offer is required, 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 5.00pm 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 5.00pm 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

• 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.

A Retail Offer Document is now available to eligible New Zealand shareholders at
www.shareoffer.co.nz/radiuscare. All eligible shareholders are encouraged to visit this website
and apply online before the closing date at 5.00pm (NZ time) on Monday, 9 August 2021. A
copy of the Retail Offer Document also accompanies this announcement.

Key dates relating to the Retail Offer are set out in the Appendix to this announcement.

-ends-

CONTACT DETAILS
For further information, please contact:

Stuart Bilbrough
Chief Executive Officer
Phone: +64 21 252 5778
Email: Stuart.Bilbrough@radiuscare.co.nz

Appendix

Key Dates relating to the Retail Offer:
Record Date for determining eligibility 5.00pm Tuesday, 20 July 2021
Retail Offer opens and mailing/emailing of Offer
documentation
Monday, 26 July 2021
Retail Offer closes (last day for online applications,
with payment)
5:00pm (NZ time) Monday, 9 August
2021
Allotment, issue and question of new Shares Friday, 13 August 2021
Statements mailed/emailed Monday, 16 August 2021

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.

---

Retail Offer
Offer Document
26 July 2021
RADIUS RESIDENTIAL
CARE LIMITED
This is an important document. You should read it carefully and in full before
deciding whether to subscribe for Shares. If you have any doubts as to what to do,
please consult your financial or legal adviser.

Retail Offer Document
1
Eligibility
You may participate in this offer (“Offer” or “Retail Offer”) if you are a Shareholder as at 5.00pm on
20 July 2021 with an address in:
• New Zealand; or
• Australia and Radius Care is satisfied that you are 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),
provided that you are not:
•
in the United States or acting for the account or benefit of a person in the United States;
• Wave Rider Holdings;
•
a Knox Fund; or
•

a ROC Fund.
Issue Price
$0.52 per New Share.
Application amount
There is no maximum or minimum number of Shares that may be applied for under the Offer.
When to apply
Applications must be received by 5.00pm on 9 August 2021 (unless the Closing Date is extended).
How to apply
We encourage you to apply online at www.shareoffer.co.nz/radiuscare.
You should read the instructions on the online application form carefully.
Transferability
The offer made to you under the Offer is personal to you. It cannot be transferred to another person.
Offer size and scaling
Radius Care is seeking to raise up to $5 million under the Offer with the ability for Radius Care to
accept oversubscriptions of up to an additional $5 million at its discretion.
Radius Care may scale back the number of Shares to be allotted under this Offer to each Applicant
having regard to that Applicant’s holding of Shares at the Record Date and thereafter at its discretion
having regard to the amount applied for by the Applicant relative to other Applicants (see the Terms
and Conditions under the heading “Radius Care’s discretion to accept or reject applications” for more
information about scaling).
Defined words and expressions used in this document are capitalised – see Glossary for their definition.
Key information

Radius Residential Care Limited
2
Important dates 2
Important information 3
Letter from the Chair 5
Answers to frequently asked questions
8
Terms and conditions 10
Glossary 13
Directory 15
Contents
Important dates
Announcement of the Offer
8 July 2021
Record Date for determining eligibility
5.00pm on 20 July 2021
Opening Date and mailing/emailing of Offer documentation
26 July 2021
Closing Date (last day for online applications, with payment)
9 August 2021
Allotment, issue and quotation of New Shares
13 August 2021
Statements mailed/emailed
16 August 2021

Retail Offer Document
3
Important
Information
General Information
This Offer Document has been prepared by Radius Care in
connection with an offer of new ordinary shares 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 Radius Care’s discretion. The Offer is made under
the exclusion in clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013.
This Offer Document is not a product disclosure statement
and does not contain all of the information that an investor
would find in a product disclosure statement, or which may be
required in order to make an informed investment decision
about the Offer or Radius Care.
Additional information
Radius Care is subject to continuous disclosure obligations
under the Listing Rules. Market releases by Radius Care,
including its most recent financial statements, are available at
www.nzx.com under ticker code RAD.
Radius Care may, during the period of the Offer, make
additional releases to NZX. To the maximum extent permitted
by law, no release by Radius Care will permit an Applicant to
withdraw any previously submitted application without Radius
Care’s consent.
The market price for Shares may change between the date
this Offer opens, the date you apply for New Shares under the
Offer, and the date on which New Shares are allotted to you.
Accordingly, the price paid for New Shares under the Offer may
be higher or lower than the price at which Shares are trading
on the NZX at the time New Shares are issued under the Offer.
The market price of Shares following allotment may be higher
or lower than the Issue Price.
Offering restrictions
This Offer Document does not constitute an offer,
advertisement or 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.
This Offer Document may not be sent or given to any person
who is not an Eligible Shareholder in circumstances in which
the Offer or distribution of this Offer Document would be
unlawful. The distribution of this Offer Document (including
an electronic copy) in a jurisdiction outside New Zealand or
Australia may be restricted by law and persons who come into
possession of it (including nominees, trustees or custodians)
should seek advice on and observe any such restrictions.
In particular, this Offer Document may not be distributed to
any person, and the New Shares may not be offered or sold,
in any country outside of New Zealand or Australia except
as Radius Care may otherwise determine in compliance with
applicable laws.
No person may subscribe for, purchase, offer, sell, distribute
or deliver New Shares, or be in possession of, or distribute to
any other person, any offering material or any documents in
connection with the New Shares, in any jurisdiction unless such
action is in compliance with all applicable laws and regulations.
This Offer Document may not be sent into or distributed in the
United States.
Changes to the Offer
Subject to the Listing Rules and applicable laws, Radius Care
reserves the right to alter the dates set out in this Offer
Document. Radius Care reserves the right to withdraw the
Offer and the issue of New Shares at any time before the
Allotment Date at its absolute discretion.

Radius Residential Care Limited
4
Important information continued
No Guarantee
There is no guarantee that the Offer will proceed nor any
guarantees about the future performance of Radius Care
or any return on any investment made under this Offer
Document.
Decision to participate in the Offer
The information in this Offer Document does not constitute
financial product advice or a recommendation to acquire New
Shares. This Offer Document has been prepared without taking
into account the investment objectives, financial, or taxation
situation or particular needs of any investor.
Forward Looking Statements
Under no circumstances should you regard the inclusion
of forward looking statements in this Offer Document as a
guarantee of future performance.
The statements, although made in good faith, involve known
and unknown risks, uncertainties and assumptions, many of
which are beyond Radius Care’s control.
Privacy
Any personal information you provide online will be held by
Radius Care and/or the Share Registrar at the addresses set
out in the Directory. This information will be used for the
purposes of administering your investment in Radius Care and
will be disclosed to third parties only with your consent or if
required by law. Under the Privacy Act 2020 (New Zealand), you
have the right to access and correct any personal information
held about you.
Enquiries
Enquiries about the Offer, including any questions about how
to apply online or to complete the online application form, can
be directed to the Share Registrar, whose contact details are
set out in the Directory at the back of this Offer Document.
Times
All references to time in this Offer Document are to New
Zealand time.
Defined terms
Capitalised terms used in this Offer Document have the
specific meaning given to them in the Glossary at the back of
this Offer Document or in the relevant section of this Offer
Document. Words importing the plural include the singular and
vice versa.

Retail Offer Document
5
Letter from
the Chair
On 8 July 2021, Radius Care announced its plans to raise up to
$50 million to fund strategic growth initiatives.
The capital raising includes a $23 million underwritten
Placement (and an additional $7 million of non-underwritten
oversubscriptions), a non-underwritten Retail Offer of up to
$5 million (with the ability to accept oversubscriptions of up to
$5 million) and $10 million of Radius Care shares to be issued
to the vendor of the land and buildings of four leased facilities
being purchased by Radius Care. New Shares under each
component of the capital raising are being issued at the same
price of $0.52 per Radius Care share.
On behalf of the Board, I am pleased to invite you to participate
in the Retail Offer component of the capital raise. The Retail
Offer provides an opportunity for you to increase the number
of shares you hold in Radius Care and to take advantage of the
discount at which New Shares will be issued under the Retail
Offer.
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). Whilst
we provide a broad offering allowing residents the confidence
that they can “age in place” as their care needs change, our
key focus is on providing high acuity and specialist care to the
Dear Shareholder,

Radius Residential Care Limited
6
community. This focus is a key differentiator of our offering
relative to, in particular, other NZX listed aged care and
retirement village operators.
As outlined in our December 2020 Listing Profile, we viewed a
listing on the NZX Main Board as the first step in our next stage
of growth, providing us with enhanced ability to access capital
to fund growth initiatives as and when specific opportunities
arose. We outlined our 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 development;
•
leverage our strong Brownfield Development capabilities
to undertake value accretive facility extensions and
reconfigurations;
•
leverage our 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 our successful track record of undertaking
opportunistic acquisitions of attractive aged care facilities
and retirement villages, again shifting to a model where
Radius Care both operates and owns the acquired
facilities and villages.
We are pleased to demonstrate strong progress against our
strategy, with this capital raising providing the funds required
to undertake the purchase of four strategically important
facilities.
Purpose of the capital raising
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 our largest landlords, Ohaupo Holdings, totalling
277 existing Care Beds. This transaction also adds an
additional 20 Care Beds to the Brownfield Development
pipeline; and
•

up to $16.6 million for debt repayment to provide
additional financial flexibility and headroom for future
growth initiatives,
with the balance funding transaction costs.
Retail Offer overview
As noted above, Radius Care is seeking to raise up to $5 million
through the Retail Offer component of the capital raising, with
the ability to accept up to $5 million of oversubscriptions. New
shares will be issued under the Retail Offer for $0.52 per share
(being the price investors paid in the Placement). The new
shares are expected to be allotted on or around 13 August
2021. They will rank equally with existing Radius Care shares on
issue at that date.
Participation in the Retail Offer is optional, and Eligible
Shareholders in New Zealand and Australia have the option
to apply to invest as much or as little as they want. If the Retail
Offer is oversubscribed, Radius Care will have the right, at
its discretion, to scale applications. Any scaling will firstly be
in proportion to existing shareholdings at 5:00pm (NZ time)
on 20 July 2021, to allow Eligible Shareholders to maintain
their proportionate shareholding at the record date for the
Letter from the Chair continued

Retail Offer Document
7
Retail Offer. Thereafter, any scaling will be at Radius Care’s
discretion having regard to the proportion an application
represents of all application amounts received. The Retail
Offer provides an opportunity for Eligible Shareholders
to acquire additional Radius Care shares at a price not
exceeding the price investors paid for Radius Care shares in
the recently completed Placement.
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.
You have until 5.00pm (NZ Time) on 9 August 2021 to
subscribe for New Shares.
Applications must be made (together with payment) via
submission of the online application at www.shareoffer.co.nz/
radiuscare.
Further information
Details of the Retail Offer, including the terms and
conditions of how you can participate, are contained in this
Offer Document and the online application form. Further
information relating to the Retail Offer can also be found
in Radius Care’s recent announcements, particularly the
investor presentation and other materials released on 8 July
2021, which can be accessed online at www.nzx.com under
the ticker code “RAD”. We encourage you to read this Offer
Document and to seek investment advice from a suitably
qualified professional adviser before you consider investing.
If you have any questions about the Retail Offer, please
call Radius Care’s share registrar, Computershare, on
0800 650 034 (toll free within New Zealand) from 8.30am
to 5.00pm Monday to Friday (excluding public holidays) or
contact your financial adviser or other professional adviser.
On behalf of the Board, I would like to thank you for your
continued support of Radius Care and welcome your
participation in the Retail Offer.
Brien Cree
Executive Chairman and Managing Director
Radius Residential Care Limited

Radius Residential Care Limited
8
Answers to
frequently
asked
questions
What is the Offer?
The Offer allows Eligible Shareholders to purchase New Shares
without incurring brokerage or other transaction costs.
Radius Care is aiming to raise up to $5 million under the Offer
and has the ability to accept oversubscriptions of up to an
additional $5 million at its discretion.
The Offer is not underwritten.
Am I eligible to participate in the Offer?
You will be able to participate in the Offer if you are an Eligible
Shareholder.
You are an Eligible Shareholder if, at the Record Date, you are
recorded in Radius Care’s share register as a Shareholder and:
•
your registered address is in New Zealand; or
•

your address is in Australia and Radius Care considers
that you are 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 you are not:
•

in the United States or acting for the account or benefit of
a person in the United States;
•
Wave Rider Holdings;
• a Knox Fund; or
•

a ROC Fund.
How much will I pay for New Shares under
the Offer?
The Issue Price is $0.52 per New Share.
How many Shares can I purchase?
There is no minimum or maximum application amount.
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 Offer to
maintain their proportionate shareholding in Radius Care
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 Offer); and
• thereafter, be at Radius Care’s discretion having regard to
the amount the relevant Eligible Shareholder’s application
under the Offer represents of the total application
amounts received under the Offer.

Retail Offer Document
9
If your application is scaled back by Radius Care, your
application monies will be greater than the amount of New
Shares you will be allotted at the Issue Price and a refund will be
issued in accordance with the Terms and Conditions.
Any fractional Shares allocated under the Offer will be rounded
down to the nearest whole number of Shares and Radius Care
will retain any difference due to rounding.
What will the proceeds be used for?
Radius Care will use proceeds of the Offer (following payment of
Offer costs) to reduce bank debt.
Do I have to participate?
No. Participation is entirely voluntary.
How do I apply for Shares?
Applications can be made online at www.shareoffer.co.nz/
radiuscare from 26 July 2021 together with payment.
Applications received after 5.00pm (New Zealand time) on
the Closing Date may not be accepted.
How do I pay for my New Shares?
You can pay for your New Shares by way of direct credit.
How long is the Offer open for?
The Offer opens on 26 July 2021 and is expected to close at
5.00pm on 9 August 2021 unless extended.
What if I own Shares through a trustee or
custodian?
If you own Shares through a trustee or custodian and you are
otherwise eligible to participate in the Offer, you may instruct
the trustee or custodian to apply for Shares on your behalf.
Each trustee or custodian must not participate in the Offer on
behalf of, and must not distribute this Offer Document or any
other document in relation to the Offer to, any person in the
United States.
Is this Offer transferable to another person?
No. The Offer is personal to you and non-renounceable so, if
you elect not to purchase any Shares under the Offer, you may
not transfer your right to purchase Shares under the Offer to
anyone else.

Radius Residential Care Limited
10
Terms
and
conditions
The Offer
The Offer is an offer of New Shares in Radius Care to Eligible
Shareholders.
The New Shares are of the same class as (and will rank equally
with) Radius Care’s Shares that are quoted on the NZX Main
Board. Radius Care will take any necessary steps to ensure that
the New Shares are, immediately after the issue, quoted.
The maximum number of New Shares being offered under the
Offer is 19,230,769 (subject to rounding).
The issue of New Shares pursuant to the Offer was approved by
Shareholders for the purposes of Listing Rule 4.2.1 at the special
meeting of Shareholders held on 23 July 2021.
The Offer is not underwritten.
Issue Price
The Issue Price is $0.52 per New Share. The Issue Price must be
paid in full on application to the Share Registrar in accordance
with the instructions set out in the online application form. Radius
Care may accept late applications and application monies, but
has no obligation to do so. Radius Care may accept or reject
(at its discretion) any online application that it considers is not
completed correctly, and may correct any errors or omissions.
Application monies received will be held in a trust account with
the Share Registrar until the corresponding New Shares are
allotted or the application monies are refunded. Interest earned
on the application monies will be for the benefit, and remain
the property, of Radius Care and will be retained by Radius Care
whether or not the issue of New Shares takes place. Any refunds
of application monies will be made within five Business Days of
the issue of New Shares (or such earlier date that the decision
not to proceed with the Offer is made).
Eligibility
The Offer is only open to Eligible Shareholders.
Radius Care considers that the legal requirements of
jurisdictions other than New Zealand and Australia are such
that it would be unduly onerous for Radius Care to make the
Offer in those jurisdictions, having regard to the low number
of such Shareholders, the number and value of New Shares
such Shareholders would be offered, the financial resources
of Radius Care and the costs of complying with overseas legal
requirements.
The Offer is not open to Wave Rider Holdings, the Knox Funds
or the ROC Funds as Wave Rider Holdings 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 Offer and have the benefit
of their proportion of the Knox Funds’ shareholding in Radius
Funds credited to them for scaling purposes; and the ROC Funds
were invited instead to participate in the Placement.
This Offer contained in this Offer Document is only being made
to Eligible Shareholders. The distribution of this Offer Document
(including an electronic copy) outside New Zealand or Australia
may be restricted by law. Any failure by a person to comply with
such restrictions may contravene applicable securities laws.
Radius Care disclaims all liability to such persons.
The Offer is only open to Shareholders located in Australia
if those Shareholders are persons to whom an offer of New
Shares may be made under subsections 708(8) or (11) of
the Corporations Act 2001 (Australia), such that any offer
of New Shares to them does not require a prospectus,
product disclosure statement or other form of disclosure
document under the Corporations Act 2001 (Australia). Eligible
Shareholders located in Australia who are issued New Shares
under the Offer will not, for a period of 12 months following the
issue of those New Shares, 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 subsections 708(8)
or (11) of the Corporations Act 2001 (Australia) or otherwise in
accordance with subsection 707(3) of the Corporations Act 2001
(Australia).
Opening and Closing Dates
The Offer will open for receipt of acceptances on 26 July 2021
(the “Opening Date”) and the last day for receipt of applications
made online with payment is 5.00pm on 9 August 2021 (the
“Closing Date”), unless Radius Care varies those dates (subject
to the Listing Rules).

Retail Offer Document
11
Radius Care’s discretion to accept or reject
applications
Radius Care has discretion to accept or reject an application to
purchase Shares under the Offer, including (without limitation) if:
•
an online application is incorrectly completed, incomplete or
otherwise determined by Radius Care to be invalid;
• the Applicant’s payment is dishonoured or has not been
completed correctly;
•
the application or payment is received after the Closing
Date. While Radius Care has discretion to accept late
applications and payment, there is no assurance that it will
do so. Late application and payment, if not processed, will be
returned to the Applicant. No interest will be paid on money
returned to an Applicant;
•
Radius Care believes that the Applicant is not an Eligible
Shareholder; or
• Radius Care considers that the application or the issue of
New Shares pursuant to the application does not otherwise
comply with these Terms and Conditions.
There is no minimum or maximum application amount.
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 Offer to maintain
their proportionate shareholding in Radius Care 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 Offer);
and
•

thereafter, be at Radius Care’s discretion having regard to
the amount the relevant Eligible Shareholder’s application
under the Offer represents of the total application amounts
received under the Offer.
Any fractional Shares allocated under the Offer will be rounded
down to the nearest whole number of Shares and Radius Care
will retain any difference due to rounding.
If an application is rejected, all of the relevant amounts will be
refunded to the Applicant. If applications are scaled back, the
Applicant will receive the number of Shares at the Issue Price
in respect of which the application is accepted and a refund
of the balance of the relevant application payment. All refunds
will be made without interest. Any difference less than $5.00
due to scaling or rounding will be retained by Radius Care and
not refunded. Refunds will be made to the bank account the
Applicant has provided to the Share Registrar. Refunds will be
issued within five business days following the Allotment Date.
If no bank account is held by the Share Registrar, the refund
payment will be withheld until a bank account is provided.
Issue of New Shares
New Shares are expected to be allotted and issued by 13 August
2021 (the “Allotment Date”). Statements for New Shares will be
issued and sent in accordance with the Listing Rules.
Terms and Ranking of New Shares
New Shares allotted and issued will be fully paid and will be the
same class as (and rank equally in all respects with) other Shares
on issue that are quoted on the NZX Main Board on the Allotment
Date. Each New Share will give the holder the right to one vote
on a resolution at a meeting of Shareholders (subject to any
restrictions in Radius Care’s constitution or the Listing Rules), the
rights to dividends authorised by the Radius Care board and the
right to a proportionate share in any distribution of surplus assets
of Radius Care on any liquidation.
Dividend Policy
Radius Care’s current dividend policy is to target a payout ratio of
50% to 70% of full financial year available funds from operations
(AFFO) subject to relevant factors at the time, with an interim
dividend to be paid in December and a final dividend to be paid
in June of each year with each dividend targeted to comprise of
approximately half of the expected full year dividend.
Minimum amount raised
There is no minimum amount that must be raised for the Offer to
proceed.
NZX Main Board Quotation
The New Shares have been accepted for quotation on the NZX
Main Board and will be quoted upon completion of allotment
procedures. The NZX Main Board is a licensed market operated
by NZX, which is a licensed market operator regulated under the
FMCA.
Amendments to the Offer and waiver of
compliance
Notwithstanding any other term or condition of the Offer and/or
the online application form, Radius Care may, at its discretion:
• make non-material modifications to the Offer on such terms
and conditions it thinks fit (in which event applications for
Shares under the Offer will remain binding on the Applicant
notwithstanding such modification and irrespective of
whether an application was received by the Share Registrar
before or after such modification is made); and/or

Radius Residential Care Limited
12
Terms and conditions continued
• suspend or terminate the Offer at any time prior to the
issue of the Shares under the Offer (including by reviewing
the timetable for the Offer). If the Offer is terminated,
application monies will be refunded to Applicants without
interest within five Business Days of termination.
Radius Care reserves the right to waive compliance with any
provision of these Terms and Conditions.
Radius Care will notify NZX of any material amendment, and
any suspension, withdrawal or termination of the Offer.
Significance of sending in an application
By completing an online application:
•
the Applicant agrees that the application, on these Terms
and Conditions, will be irrevocable and unconditional (i.e.
it cannot be withdrawn);
•

if the Applicant is a Shareholder with a registered
address in Australia, the Applicant confirms and warrants
to Radius Care that it 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 acknowledges that for a period
of 12 months from the date of issue of the New Shares
under the Offer, it 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) or (11) of the Corporations Act 2001
(Australia) or otherwise in accordance with subsection
707(3) of the Corporations Act 2001 (Australia);
• the Applicant certifies to Radius Care that its acceptance
of the Offer will not be, or cause, a breach of any law in
any jurisdiction;
•
the Applicant authorises Radius Care (and its officers
or agents) to correct any error in, or omission from,
its application and to complete the application by the
insertion of any missing details;
•

the Applicant acknowledges that Radius Care may at any
time determine that the Applicant’s application is valid, in
accordance with these Terms and Conditions, even if the
application is incomplete, contains errors or is otherwise
defective;
•

the Applicant acknowledges that Radius Care may disclose
any information in or relating to the Applicant’s application
to the Share Registrar in connection with its management
of the Offer;
•

the Applicant acknowledges that none of Radius Care,
its advisers or agents has provided the Applicant with
investment advice or financial product advice, and
that none of them has an obligation to provide advice
concerning the Applicant’s decision to apply for and
subscribe for Shares under the Offer;
•

the Applicant acknowledges that Radius Care is not liable
for any exercise of its discretions referred to in these
Terms and Conditions;
• the Applicant warrants that, if they are acting as a trustee,
nominee or custodian, each beneficial holder on whose
behalf they are participating is:
»in:
• New Zealand; or
• Australia and 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
»not:
•

in the United States or acting for the account or
benefit of a person in the United States;
•

Wave Rider Holdings;
•

a Knox Fund; or
•

a ROC Fund; and
•

the Applicant irrevocably and unconditionally agrees to
these Terms and Conditions and agrees not to do any act
or thing which would be contrary to the spirit, intention or
purpose of the Offer.
Disputes
If any dispute arises in connection with the Offer, Radius Care
may settle it in any manner it thinks fit. It may do so generally
or in relation to any particular Applicant, application or Share.
Radius Care’s decision will be final and binding.
Inconsistency
Unless otherwise determined by the directors of Radius Care,
in the event of any inconsistency between these Terms and
Conditions and:
• the “Answers to frequently asked questions” section of this
Offer Document, the Terms and Conditions prevail; or
• Radius Care’s constitution, Radius Care’s constitution
prevails.
Governing Law
These Terms and Conditions shall be governed by and
construed in accordance with the laws of New Zealand.

Retail Offer Document
13
Allotment Date
13 August 2021
Applicant
An applicant for Shares in the Offer.
Brownfield Development
Development of aged care on land already including operational aged care facilities, or development
of retirement village facilities on land already including operational retirement village facilities
Business Day
Has the meaning given to that term in the Listing Rules
Care Bed
A bed in a certified aged care facility
Closing Date
5.00pm on 9 August 2021
Eligible Shareholder
A Shareholder of Radius Care with a registered address at the 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 or acting for the account or benefit of a person in the United States;
•

Wave Rider Holdings;
•
a Knox Fund; or
•

a ROC Fund.
FMCA
Financial Markets Conduct Act 2013
Greenfield
Development
Development of aged care facilities on land that does not contain any operational aged care
facilities or development of retirement village facilities on land that does not contain any operational
retirement village facilities
Issue
Price
$0.52 per New Share
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, as amended from time to time
Glossary

Radius Residential Care Limited
14
New Share
A Share offered under the Offer of the same class as (and ranking equally in all respects with) Radius
Care’s quoted Shares at the Allotment Date
NZX
NZX Limited
NZX Main Board
The main board equity security market operated by NZX
Offer or Retail Offer
The offer of New Shares detailed in this Offer Document
Offer Document
This document
Opening Date
26 July 2021
Placement
The underwritten placement of 57,692,307 ($30 million) new Shares to institutional investors and
New Zealand resident clients of retail brokers, and other select investors announced by Radius Care
on 8 July 2021
Radius Care
Radius Residential Care Limited
Record Date
5.00pm on 20 July 2021
ROC Funds
ACT Private Equity No.3 Fund, ROC Alternative Investment Trust VI and ROC Asia Pacific Co-
Investment Fund II
Share
An ordinary fully paid share in Radius Care
Share Registrar
Computershare Investor Services Limited
Shareholder
A person recorded in the share register of Radius Care as the holder of Shares
Terms and Conditions
The terms and conditions of the Offer detailed in this Offer Document
Wave Rider Holdings
Wave Rider Holdings Limited
Glossary continued

Retail Offer Document
15
Directory
Issuer
Radius Residential Care Limited
Level 4, 56 Parnell Road
Parnell
Auckland 1052
Directors
Brien Cree (Executive Chairman)
Duncan Cook
Bret Jackson
Timothy Sumner
Mary Gardiner
Hamish Stevens
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Phone: 0800 650 034 (within NZ) or +64 (9) 488 8700
Email: radiuscare@computershare.co.nz
Lead Manager
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West
Auckland 1010
Lawyers
Harmos Horton Lusk Limited
Level 33, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand

---

Dear shareholder,
Radius Care Retail Offer: Letter of Entitlement
On behalf of the Board of Radius Residential Care Limited (Radius Care), I am pleased to offer you
an opportunity to participate in our Retail Offer (Retail Offer).
The Retail Offer is part of Radius CareÕs equity raising announced on 8 July 2021. The proceeds of
the Retail Offer will be used to reduce debt in order to create funding headroom for Radius Care.
Further detail about the Retail Offer and equity raising is set out in the notice of special meeting
recently sent to you, and can also be found online on our website at
www.radiuscare.co.nz/investors-centre and at www.nzx.com under ticker code ÒRADÓ.
Radius Care is raising up to $5 million through the Retail Offer (with the ability to accept up to an
additional $5 million of oversubscriptions). There is no maximum amount of shares you can apply
for, however, in the event that applications under the Retail Offer exceed the Retail Offer size,
Radius Care will have the right to scale applications.
The Retail Offer is available to shareholders
1
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, as at 5pm on Tuesday, 20 July 2021.
The Offer Document can be found online at www.shareoffer.co.nz/radiuscare. We recommend that
you read the Offer Document carefully and encourage you to seek financial, investment, or other
professional advice from a qualified professional advisor and that you take your time to consider
the Retail Offer.
If you wish to participate in the Retail Offer, please ensure that you complete an online
application at www.shareoffer.co.nz/radiuscare and make payment to Computershare by the
closing date - 5.00pm on Monday 9 August 2021 (unless extended). To apply you will need your
CSN/Holder Number, which is printed above.
If you have questions arising from this document, please contact Radius CareÕs share registry,
Computershare Investor Services, at 0800 650 034 (within New Zealand) or +64 9 488 8777 or
email radiuscare@computershare.co.nz.
1
The Retail Offer is not available to 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.
26 July 2021

On behalf of the Board, thank you for your continued support of Radius Care and we welcome your
participation in the Retail Offer.
Yours sincerely
Radius Residential Care Limited
Brien Cree
Chairman