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SPH Notice – Neil John Foster

Substantial Holder Notice5 August 2021RADHealthcare

1
Disclosure of beginning to have substantial holding

Section 276, Financial Markets Conduct Act 2013

To NZX Limited

and

To Radius Residential Care Limited (NZX:RAD) (“Radius Care”)

Date this disclosure made: 5 August 2021

Date on which substantial holding began: 5 August 2021

Substantial product holder(s) giving disclosure

Full name(s): Neil John Foster

Summary of substantial holding

Class of quoted voting products: Ordinary shares in Radius Care (“Shares”)

Summary for Neil John Foster

For this disclosure,—

(a) total number held in class: 14,101,385

(b) total in class: 253,418,075

(c) total percentage held in class: 5.564%

Details of relevant interests

Details for Neil John Foster

Nature of relevant interest(s):

Neil John Foster is the registered holder and beneficial owner of 14,101,385 Shares. On 5

August 2021 Mr Foster and Radius Care entered into an Escrow Deed under which Mr

Foster agreed that he would not sell, transfer or otherwise dispose of any of the 9,615,384

Shares allotted to him by Radius Care on 5 August 2021 for a period of 12 months. A copy

of the Escrow Deed is attached to this notice (two pages). As a result of the entry into

the Escrow Deed, there is a qualification on the power of Mr Foster to dispose of, or control

the disposal of, 9,615,384 of the 14,101,385 Shares held by him.

For that relevant interest,—

(a) number held in class: 14,101,385

(b) percentage held in class: 5.564%

(c) current registered holder(s): Neil John Foster

(d) registered holder(s) once transfers are registered: Not applicable



2

For a derivative relevant interest, also—

(a) type of derivative: Not applicable

(b) details of derivative: Not applicable

(c) parties to the derivative: Not applicable

(d) if the substantial product holder is not a party to the derivative, the nature of the

relevant interest in the derivative: Not applicable

Details of transactions and events giving rise to substantial holding

Details of the transactions or other events requiring disclosure:

(a) Allotment of 4,087,001 Shares to Neil John Foster on 3 August 2021 for an issue

price of $0.52 per Share pursuant to a placement of new Shares by Radius Care (as

announced by Radius Care on 8 July 2021).

(b) Allotment of 9,615,384 Shares to Neil John Foster on 5 August 2021 for an issue

price of $0.52 per Share as Ohaupo Holding Limited’s nominee pursuant to certain

agreements for the sale and purchase of real estate between Radius Care’s

subsidiary, Radius Care Holdings Limited, and Ohaupo Holdings Limited dated 8

July 2021 (as announced by Radius Care on 8 July 2021).

Prior to the events described in paragraphs (a) and (b) above, Neil John Foster was the

registered holder and beneficial owner of 399,000 fully paid ordinary shares.

Additional information

Address(es) of substantial product holder(s): 74 Acacia Road, Rd 5, Rotorua, 3076, New

Zealand

Contact details: +64 21 222 5990

Name of any other person believed to have given, or believed to be required to give, a

disclosure under the Financial Markets Conduct Act 2013 in relation to the financial

products to which this disclosure relates: Not applicable.

Certification

I, Neil John Foster, certify that, to the best of my knowledge and belief, the information

contained in this disclosure is correct and that I am duly authorised to make this disclosure

by all persons for whom it is made.

ESCROW
DEED

BY

NEIL

JOHN FOSTER of 74 Acacia

Road,

Lake

Okareka,

Rd

5,

Rotorua

("Holder")

IN FAVOUR

OF

RADIUS

RESIDENTIAL

CARE

LIMITED

1“Company")

Introduction

The

Holder,

as at

the

date

0f

this

Deed,

holds

9,615,384

ordinary

shares

in the

Company

issued as

part

consideration of the purchase price

payable

under certain agreements for the sale and purchase of real estate

between the

Company's

subsidiary,

Radius Care Holdings

Limited,

and

Ohaupo

Holdings Limited

("Shares").

The Holder has

agreed

nol

to

sell

or

dispose

of

the

Shares

on

the

terms

set

out in

this

Deed,

This Deed

records

3.

The Holder undertakes not to

sell,

transfer or othelwise dispose 0f

any

legal or beneficial interest in

any

Shares for a period of 12 months from the date of this

Deed,

except:

(a)

with the

prior

written consent

of

the

Company;

(b)

to

accept,

or

enter

inlo an

agreement

to

accept,

a

takeover

offer under

the Takeovers

Regulations

2000

("takeovers

Code");

(c)

for

compulsory

acquisition

of

the

Shares

under

the

Takeovers

Code;

(d)

t0 accept a

buyback

offer from the

Company;

or

(e) by

way

of

a scheme of arrangement approved

by

the

Coxnpany‘s

shareholders under the

Companies Acl

1993.

Nothing in this Deed

gives

the

Company

any

control

over

the

Holder’s

voting rights

attaching to the

Shares.

The Holder

acknowledges

that

damages

alone

would

be

an

inadequate

remedy

for

breach

of

its

obligations

under this Deed and the appropriate remedies for such a

breach

will include orders for

specific

performance,

injunctive

relief,

any

other equitable relief

and/0r

damages.

If

a

Court

or

administraiive

body

decides that part of this Deed is

illegal,

void or cannot be

enforced,

that decision will not make the rest of this

Deed

invah'd,

Any

variation

to,

or

termination

of,

this Dccd requires the written agreement of the Holder and the

Company.

‘This

Deed

may

be

signed

in

any

number

of

counterparts,

including facsimile or

scanned

copies,

all of

which

will

together

constitute

one and the

same

instrument

and

a

binding

and enforceable

agreement

between

the parties.

Any

party

may

execute this Deed

by

signing

any

such

counterpart.

This Deed is

governed

by,

and constmed

in accordance

with,

New

Zealand

law

and

the

parties agree to

submit to the jurisdiction of

the

New

Zealand

courts.

1 2832624

Duncan Robert Cook
Brien Cree

5 August

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.