SPH Notice – Neil John Foster
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
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