Amended SPH Notice - Lenore Deirdre Bauer
1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Third Age Health Services Limited (Third Age Health)
Relevant event being disclosed: Change in nature of relevant interest and movement of
1% or more in substantial holding
Date of relevant event: 13 November 2025
Date this disclosure made: 13 November 2025
Date last disclosure made: 11 February 2021
Substantial product holder(s) giving disclosure
Full name(s): Lenore Deirdre Bauer
Summary of substantial holding
Class of quoted voting products: ordinary shares in Third Age Health (Shares)
Summary for Lenore Deirdre Bauer
For this disclosure,—
(a) total number held in class: 1,892,085.35393202
(b) total in class: 9,954,491
(c) total percentage held in class: 19.007%
For last disclosure,—
(a) total number held in class: 1,671,003
(b) total in class: 9,750,000
(c) total percentage held in class: 17.138%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
In connection with the settlement of matters relating to the relationship property, on
Lenore Deirdre Bauer and Bevan John Walsh have entered into a share transfer agreement
(the Share Transfer Agreement) pursuant to which:
• Bevan John Walsh has agreed to transfer 1,734,853 Shares to Lenore Deirdre Bauer.
A signed share transfer form was delivered to Third Age Health’s share registrar on
13 November 2025;
2
(c) current registered holder(s): Bevan John Walsh (as to 1,734,853 Shares) and
Lenore Deirdre Bauer (as to 156,500 Shares)
(d) registered holder(s) once transfers are registered: Lenore Deirdre Bauer
Nature of relevant interest(s): Beneficial interest in 732.35393202 Shares which are
held by Sharesies Nominee Limited on behalf of Lenore Deirdre Bauer.
For that relevant interest,—
(a) number held in class: 732.35393202
(b) percentage held in class: 0.007%
•as a result of the transfer of Shares from Bevan John Walsh, Lenore Deirdre Bauer’s
beneficial interest in 1,514,972 Shares held by Bevan John Walsh has been
extinguished, resulting in both a change in the nature of Lenore’s relevant interest in
the Shares and an increase in Lenore’s legal and beneficial ownership of Shares; and
•Lenore Deirdre Bauer has granted Bevan John Walsh an option (the Option) to
acquire up to 149,317 Shares (being 1.5% of the Shares on issue in Third Age
Health) (the Option Shares).
Pursuant to the terms of the Share Transfer Agreement, Bevan John Walsh may exercise
the Option and acquire the Option Shares, whether in one acquisition or a number of
smaller acquisitions, at any time prior to 30 September 2027 (or such later date that may
be agreed between Bevan John Walsh and Lenore Deirdre Bauer) (the Option Term).
Lenore Deirdre Bauer’s obligation to sell any Option Shares following the exercise of the
Option by Bevan John Walsh is subject to the conditions specified in the Share Transfer
Agreement, those conditions principally relating to compliance with applicable regulatory
requirements and any relevant policies of Third Age Health.
During the Option Term, Lenore Deirdre Bauer is not permitted to sell, transfer or
otherwise dispose of any interest in the Option Shares other than pursuant to the exercise
of the Option by Bevan John Walsh.
A copy of the entire Share Transfer Agreement consisting of two (2) pages has been
provided with this notice.
Details after relevant event
Details for Lenore Deirdre Bauer
Nature of relevant interest(s): Registered holder and beneficial owner of Shares. Of
these, Lenore’s interest in 149,317 Shares (being the Option Shares defined above) is
subject to the restrictions on disposal set out in the Share Transfer Agreement (a copy of
which is attached to this disclosure). The restriction on Lenore’s power to dispose of the
Option Shares will continue for the Option Term (as defined above).
For that relevant interest,—
(a) number held in class: 1,891,353
(b) percentage held in class: 19.000%
3
(c) current registered holder(s): Sharesies Nominee Limited
(d) registered holder(s) once transfers are registered: N/A
Additional information
Address(es) of substantial product holder(s):
48B Kerikeri Inlet Road
Kerikeri
New Zealand
Contact details: Lenore Deirdre Bauer, telephone 021-152-3860 and email
lenorebauer@icloud.com
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: Bevan John Walsh
Certification
I, Lenore Deirdre Bauer, 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.
Share Transfer Agreernent
Farties:Lenore Deirdre
Bauer
(Lenore)
Bevan John
Walsh
(Bevan)
(together,
the Parties)
As
part
of the Parties' settlement of
their relationship
property
separation matters,
the
Parties
have agreed
certain
matters conceming
shares in Third Age
Health
Services Limited
(TAH)
as
set out in
this
agreement.
1" .dgreement to transfer
shares
On or
as soon as
possible
after
the date
of this
agreernent, Bevan will transfer
I,734,853
ordinary shares
in TAH
(the
Settlement
Shares) to Lenore.
The transf,er of the Settlement
Shares to Lenore will extinguish
Lenore's beneficial ownership
(arising
from
previous
informal
agreements relating to
relationship
property
matters between
the
Parties, as
previously
disclosed by
the Parties and TAID
in 1,514,972 TAF{ shares
which
are
legally
ovsned by
Bevan.
2" Option
Following
the transfer of the
Settlement Shares,
Bevan will have the option to aequire
up to
149,317 TAII shares, representing 13%
of the total
issued share capital of TAH as
at the date
of
this
agreement
(the
Option Shares), on
the following terms
(the
Option):
(a)
subject
to the conditions
below, Bevan may
exercise the Option in one
acquisition, or in
a
number
of
smaller acquisitions,
at
any
time
prior
to
30 September
2027
(or
such later
date agreed between the Parties)
(the
Option
Terrn);
(b)
the
Option
may be exercised by
Bevan
by
giving
notice in writing to Lenore which sets
out the number of Option Shares
to be acquired and
the
price
payable
for
those Option
Shares
(calculated
based on
paragraph (c)
below)
(the
Exercise Notice);
(c)
the
price payable
by
Bevan to Lenore for each Option
Share will be the then current
share
price
for TAH shares as
listed
on
the
TAH page of
the
NZX
Main
Board at9am
on the date of the
Exercise
Notice; and
(d)
Bevan must
pay
the relevant aggregate
price
for the Option Shares set out
in an
Exercise Notice and
(subject
to that
payment)
Lenore must transfer the relevant
number
of Option Shares
to Bevan on the
later of:
(i)
the date five
(5)
business
days after the date of
the Exercise Notice; and
(ii)
the date five
(5)
business
days after the date of satisfaction of any applicable
conditions
as set
out below.
Any exercise of the Option and
acquisition of Option Shares by Bevan
is
subject
to the
following conditions
precedent which
must be satisfied
within
90
days
after
the
date
of an
ffi^M
Exercise Notice
(failing
which
any
exercise
of
the Option
or
obligation to sell
or
purchase
Option
Shares shall be of
no further
force or effect):
(a)
compliance with
TAH's
applicable share
trading
policies
and
approval
requirements,
including:
i.
TAH's Financial
Products
Trading
policy;
and
ii. TAH's Additional
Trading Restrictions
for
Restricted
Persons; and
(b)
compliance
with any
applicable
obligations
and requirements
under
the Takeovers
Code
or any
other legislation
or applicable
listing rules.
The number of Option
Shares
will be adjusted
to reflect
any
reorganisation or
restructure
of
TAF{'s share capital,
whether
through a
oonsolidation,
subdivision,
buyback, cancellation
or
otherwise.
During the Option
Term, Lenore
will
not
sell,
transfer
or otherwise
dispose
of any
interest
in
the Option
Shares other than
to Bevan
in
accordance
with the exercise
of the
Option.
The Option
granted
under this
agreement
is
personal
to
Bevan and
cannot be transfened
to
any
other
person.
Any
rights
in
Option
Shares will
therefore immediately
terminate
upon
the
event of Bevan's death.
Other
than as set
out above,
Fevan
will have
no right, title
or interest
in, or control
over,
the
Option
Shares and,
in
particular, will not have
any right to
exercise, or
influence the
exercise,
of
any vote attaching
to the
Option Shares
unless
and until Bevan
acquires
legal title
to those
Option
Shares following
exercise
of the Option.
3. Other
The Parties have agreed
to share
equally, the
costs of
negotiating and
implementing
this
agreement,
including
the costs
associated
with
preparing
and making
any necessary
regulatory
or
other filings
and disclosures
in relation to the
transactions
contemplated
by this
agreement. The
Parties
will each
procure
that
such filings and
disclosures
are
made
promptly.
The Parties agree
that this
agreement is
entered
into in full and
final settlement of
any and
all
claims that they
may have
against
the other in
relation to the shares
in TAH held by
them
prior
to
the
date
of this
agreement.
Executed as an
agreement:
&Pr'-
Walsh
Lenore Deirdre
Bauer
Date
Date
13/11/25
13/11/25
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.
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