Ryman launches fixed rate retail bond offer
RYMAN HEALTHCARE LIMITED 1
NZX & ASX RELEASE
Ryman launches fixed rate retail bond offer
8 June 2026
Ryman Healthcare Limited (Ryman) (NZX: RYM) announced today that it is offering up to
NZ$100,000,000 (with the ability to accept up to an additional NZ$50,000,000 of oversubscriptions at
Ryman’s discretion) of 6 year fixed rate, secured, unsubordinated bonds (Bonds) maturing on 22 June
2032 to institutional investors and New Zealand retail investors.
The offer (Offer) opens today and is expected to close on 11 June 2026, with the Bonds expected to be
issued on 22 June 2026 (Issue Date).
The indicative issue margin range is 1.80% to 1.90% per annum over the swap rate, subject to a
minimum interest rate of 5.60% per annum. The actual issue margin may be within, above or below the
indicative issue margin range. The issue margin and interest rate will be set on 11 June 2026 following a
bookbuild process and will be announced by Ryman via NZX shortly thereafter.
If the Offer is made and the bookbuild is successful, holders of Ryman’s existing quoted bonds with
ticker code ‘RYM010’ (RYM010 Bonds) that are held through a custodial account (and who wish to re-
invest in the new Bonds) (Custodial RYM010 Bondholders) may be able to exchange all or some of their
RYM010 Bonds for an equal number of new Bonds on the Issue Date (on a one-for-one basis at a face
value of NZ$1.00) (Exchange Mechanism).
The Exchange Mechanism will only be available to a Custodial RYM010 Bondholder if:
(a) the Custodial RYM010 Bondholder receives an allocation of new Bonds from a participant in the
bookbuild for the Offer; and
(b) Ryman and the relevant participant (acting on the authorisation of the Custodial RYM010
Bondholder) have agreed to the exchange.
For the avoidance of doubt, a Custodial RYM010 Bondholder may choose to continue holding RYM010
Bonds rather than participate in the Exchange Mechanism, and the Exchange Mechanism does not
restrict:
(a) a Custodial RYM010 Bondholder from seeking to invest in more or less Bonds than the number
of RYM010 Bonds beneficially held by the Custodial RYM010 Bondholder; or
(b) any other holder of RYM010 Bonds (that is not a Custodial RYM010 Bondholder) from seeking to
invest in the Bonds.
To allow for an orderly settlement and redemption process, trading in all RYM010 Bonds will be
suspended from pre-market trading on 12 June 2026 (being the first trading day following the rate set
date) to pre-market trading on 23 June 2026 (being the expected date of initial quotation of the Bonds).
RYMAN HEALTHCARE LIMITED 2
Any exchanged RYM010 Bonds purchased by Ryman under the Exchange Mechanism will be cancelled.
This will reduce the total amount of RYM010 Bonds outstanding which may impact trading of the
RYM010 Bonds on the secondary NZX Debt Market.
Full details of the Offer are contained in the indicative terms sheet, which is attached and available
through www.rymanhealthcare.co.nz/investors/bonds or by contacting your usual financial adviser, and
must be obtained by investors before they decide to acquire any Bonds.
The Offer is being made pursuant to the Financial Markets Conduct Act 2013, as an offer of debt
securities of the same class as the RYM010 Bonds. Ryman has applied for the Bonds to be quoted on
the NZX Debt Market, under ticker code RYM020.
Arranger and Joint Lead Manager
ANZ Bank New Zealand Limited
Joint Lead Managers
Craigs Investment Partners Limited
Forsyth Barr Limited
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)
ENDS
Authorised by
Morgan Powell
General Counsel
About Ryman
Founded in Christchurch in 1984, Ryman Healthcare is New Zealand’s largest retirement living and aged care
provider, and the leading integrated retirement living and aged care operator in Victoria. Dual listed on the NZX
and ASX, Ryman owns and operates 47 integrated retirement villages across New Zealand and Australia,
providing homes to over 15,500 residents and employing 7,800 dedicated team members.
Ryman’s villages provide a fully integrated continuum of care, bringing together independent living, assisted
living, and aged care services within a single community. This model offers residents choice, continuity, and a
genuine home for life experience as their needs change, while giving families confidence and peace of mind.
Committed to high standards of quality and service, Ryman delivers exceptional living and care experiences
alongside long-term value for residents, families, and shareholders.
Contacts
For investor relations information
Hayden Strickett, Head of Investor Relations
hayden.strickett@rymanhealthcare.com
For media information
Sarah Greig, General Manager Corporate Affairs
and Communications
sarah.greig@rymanhealthcare.com
---
Indicative Terms Sheet
8 June 2026
For an issue of up to $100,000,000 Fixed Rate Bonds
(plus up to $50,000,000 of oversubscriptions)
due 22 June 2032
RYMAN HEALTHCARE LIMITED
RYMAN HEALTHCARE INDICATIVE TERMS SHEET1
This indicative terms sheet (Terms Sheet) is prepared in respect of the offer by Ryman Healthcare Limited (Ryman) of
up to NZ$100,000,000 (with the ability to accept oversubscriptions of up to an additional NZ$50,000,000 at Ryman’s
discretion) of fixed rate, secured, unsubordinated bonds maturing on 22 June 2032 (Bonds) under its master trust
deed dated 24 November 2020, as most recently amended on 18 March 2026 and as further amended from time
to time (the Master Trust Deed) as modified and supplemented by the supplemental trust deed dated 8 June 2026
entered into between Ryman and Public Trust as supervisor (Supervisor) (together, the Trust Documents). Unless the
context otherwise requires, capitalised terms used in this Terms Sheet have the same meaning given to them in the
Trust Documents.
Important notice
The offer of Bonds is being made in reliance upon the exclusion in clause 19 of Schedule 1 of the Financial Markets
Conduct Act 2013 (FMCA). Except for the interest rate and maturity date, the Bonds will have identical rights,
privileges, limitations and conditions as Ryman’s existing NZ$150,000,000 fixed rate, secured, unsubordinated bonds
with an interest rate of 2.55% per annum maturing on 18 December 2026, which are quoted on the NZX Debt Market
under the ticker code RYM010 (the RYM010 Bonds).
Accordingly, the Bonds are of the same class as the RYM010 Bonds for the purposes of the FMCA and the Financial
Markets Conduct Regulations 2014.
Ryman is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX)
for the purpose of that information being made available to participants in the market. That information can be found
by visiting www.nzx.com/companies/RYM.
The RYM010 Bonds are the only debt securities of Ryman that are currently quoted and in the same class as the Bonds.
Investors should look to the market price of the RYM010 Bonds to find out how the market assesses the returns and
risk premium for those bonds.
If the bookbuild for the offer is successful, holders of the RYM010 Bonds that hold RYM010 Bonds
through a custodial account and who wish to apply for the Bonds (Custodial RYM010 Bondholders)
may be able to exchange all or some of their RYM010 Bonds for an equal number of Bonds on
the Issue Date (on a one-for-one basis at a face value of NZ$1.00). The offer of this Exchange
Mechanism will be made by Ryman in the final terms sheet for the offer of the Bonds (if the
bookbuild for the offer is successful).
This Exchange Mechanism will only be available to a Custodial RYM010 Bondholder if:
(i) the Custodial RYM010 Bondholder receives an allocation of Bonds from a participant in the
bookbuild for the offer; and
(ii) Ryman and the relevant participant (acting on the authorisation of the Custodial RYM010
Bondholder) have agreed to the exchange in respect of an agreed number of RYM010 Bonds
(Exchanged RYM010 Bonds).
Exchange
Mechanism
IssuerRyman Healthcare Limited (Ryman).
DescriptionFixed rate, secured, unsubordinated bonds (Bonds).
Issue AmountUp to NZ$100,000,000 (with the ability to accept up to an additional NZ$50,000,000 of
oversubscriptions at Ryman’s discretion).
Tenor and
Maturity Date
6 years maturing on 22 June 2032.
StatusThe Bonds will be issued under the Trust Documents. Principal and interest amounts in respect of
the Bonds will be direct, secured, unsubordinated obligations of Ryman and rank pari passu with
all other unsubordinated obligations of Ryman, except indebtedness preferred by law.
GuarantorsConsistent with the Guarantors for Ryman’s bank facilities, including Guarantors incorporated
in New Zealand (together with Ryman, each an NZ Guarantor) and Guarantors incorporated in
Australia (each an Australian Guarantor).
PurposeThe purpose of the offer is to provide further diversity of funding sources and tenor, and the net
proceeds of the offer (excluding the value of any RYM010 Bonds exchanged under the Exchange
Mechanism described below) will be used to repay a portion of Ryman’s existing bank debt,
refinancing of RYM010 and for general corporate purposes.
RYMAN HEALTHCARE INDICATIVE TERMS SHEET2
The Exchange Mechanism is expected to open on 11 June 2026. It is expected to close at 5:00pm on
17 June 2026, and any application must be completed and confirmed with the relevant custodian in
time to be returned to the Registrar by no later than that closing time.
Ryman will purchase the Exchanged RYM010 Bonds on the Issue Date, and will satisfy its obligation
to do so by:
(a) issuing Bonds to the relevant custodian (that maintains the custodial account on behalf of its
Custodial RYM010 Bondholder participating in the Exchange Mechanism) equal in number to the
Exchanged RYM010 Bonds purchased from the relevant custodian (on a one-for-one basis); and
(b) paying a final interest payment on the Exchanged RYM010 Bonds for the period from (and
including) the previous interest payment date for the Exchanged RYM010 Bonds to (but
excluding) the Issue Date.
No additional amounts are payable by a Custodial RYM010 Bondholder for any Bonds that are issued
under the Exchange Mechanism.
Ryman’s obligation to purchase the Exchanged RYM010 Bonds will be satisfied once it has issued the
relevant number of Bonds and paid the final interest payment referred to in paragraph (b) above.
The current average market price of the RYM010 Bonds over the 20-working day period ending on
Thursday, 4 June 2026 (calculated as the average of each day’s NZX closing price) was NZ$0.9918 per
RYM010 Bond. You may check the current market price of the RYM010 Bonds (ticker code RYM010)
on NZX’s website at www.nzx.com/companies/RYM.
Any Exchanged RYM010 Bonds purchased by Ryman under the Exchange Mechanism will be
cancelled in accordance with the Trust Documents. This will reduce the total amount of RYM010
Bonds outstanding which may impact trading of the RYM010 Bonds on the secondary market.
For the avoidance of doubt, a Custodial RYM010 Bondholder may choose to continue holding
RYM010 Bonds rather than participate in the Exchange Mechanism, and the Exchange Mechanism
does not restrict:
(a) a Custodial RYM010 Bondholder from receiving an allocation of Bonds without participating in
the Exchange Mechanism;
(b) a Custodial RYM010 Bondholder from seeking to invest in more or less Bonds than the number
of RYM010 Bonds beneficially held by the Custodial RYM010 Bondholder; or
(c) any other RYM010 Bondholder (that is not a Custodial RYM010 Bondholder) from seeking to
invest in the Bonds.
The Issue Price for each Bond that is not otherwise settled under the Exchange Mechanism must be
cash settled on the Issue Date.
Investors (including holders of RYM010 Bonds) who wish to participate in the offer and invest in the
Bonds (including under the Exchange Mechanism) should contact their financial adviser, one of the
Joint Lead Managers or another primary market participant – see the sections below titled ‘Who may
apply & how to apply’ for further information.
Important: Make sure you read carefully and understand all of the terms of this Exchange
Mechanism, including any fine print in this document or in any other documents or forms relating
to this Exchange Mechanism. Find out what your RYM010 Bonds are really worth before exchanging
them. You can find out how much your RYM010 Bonds are likely to be worth from a financial advice
provider or other entity that offers the RYM010 Bonds. You may be able to sell your RYM010 Bonds
to other buyers on the NZX Debt Market.
Exchange
Mechanism
(continued)
RYMAN HEALTHCARE INDICATIVE TERMS SHEET3
Holders of the Bonds (Bondholders) will share the benefit of the same security package as Ryman’s
banks and any other debt funding providers who become beneficiaries under the Security Trust
Deed (Beneficiaries) on a pro rata basis. This security is held by the Security Trustee.
The security held by the Security Trustee is:
1. first ranking registered mortgages over:
(a) for any NZ Guarantor that is not an NZ Village Company (as defined below), all land and
buildings owned by that NZ Guarantor. This includes bare land and land that is under
development and not yet used for operational retirement villages;
(b) for any NZ Guarantor which owns and operates a retirement village registered under the
Retirement Villages Act 2003 (an NZ Village Company), any land and buildings owned by
that NZ Village Company which are on separate legal titles to any land allocated for Units
(but, in the case of a care centre, only if that care centre does not include Care Suites);
2. if any care centre owned by an NZ Village Company is on a separate legal title to any land
allocated for Units and includes Care Suites, a second ranking registered mortgage over the care
centre (together with the mortgages described in paragraph 1 above, the Security Trustee’s
Mortgages); and
3. general security agreements and other security agreements granted by Ryman and any
Guarantor in favour of the Security Trustee, being those defined in the definition of “General
Security Agreements” in the Security Trust Deed (General Security Agreements). These include:
(a) a general security agreement provided by the NZ Guarantors in favour of the Security
Trustee (the Security Trustee’s NZ GSA); and
(b) various security agreements granted by Australian Guarantors, (together, the Security).
Separately, each NZ Village Company provides first ranking mortgages to the Statutory Supervisor
over all land and buildings owned by that NZ Village Company containing Units and the land
on which a care centre of any NZ Village Company is located where the care centre includes
Care Suites.
All proceeds of enforcement received under the Security Trustee’s NZ GSA and/or the Security
Trustee’s Mortgages and the Statutory Supervisor’s Mortgage are applied in accordance with each
Security Sharing Deed. The Security Trust Deed also contains rules regarding the distribution of
proceeds received by the Security Trustee on enforcement of the Security (these are subject to
the security arrangements in each Security Sharing Deed).
Under each Security Sharing Deed, the Statutory Supervisor is entitled to the proceeds of
enforcement in priority to the Security Trustee to the extent that the proceeds relate to a Unit, the
land on which the Unit is located and/or land on which a care centre is located (but only where
that care centre includes any Care Suites). The remaining proceeds of enforcement will be shared
between the Beneficiaries (including the Bondholders) on a pro rata basis.
Also, for any Australian Guarantor which operates and/or owns, and has received from a Resident
an Australian Resident Loan (or part thereof) in consideration of the right to become a Resident
in, a retirement village registered under the Retirement Villages Act 1986 (Vic) (an Australian
Village Company), each Resident has the benefit of a statutory charge over the land of the relevant
Australian Village Company to secure that company’s obligation to repay the Australian Resident
Loan paid by a Resident. This charge ranks ahead of the security interest held by the Security
Trustee over the assets of the Australian Village Company.
No registered mortgages are held in respect of any Australian Guarantor. However, the Security
Trustee has an unregistered security interest in each Australian Guarantor’s land holdings under the
relevant General Security Agreements (which will rank behind the statutory charge).
Prior to 1 September 2014, NZ Village Companies granted to a Resident a Resident Mortgage over
the NZ Village Company’s reversionary interest in the land on which the Resident’s Unit is located.
The Bondholders do not have the benefit of any Resident Mortgage.
Security
RYMAN HEALTHCARE INDICATIVE TERMS SHEET4
Ryman must ensure at all times that:
(a) Debt to Equity Covenant: the ratio of Total Liabilities of the Ryman Group (after deducting
the aggregate value of all Resident Occupancy Advances, Australian Resident Loans and
Accommodation Bonds owing or held by the Ryman Group) to Net Tangible Assets of the Ryman
Group is no greater than 1.0:1.0; and
(b) Guaranteeing Group Coverage Covenant: the Total Tangible Assets and Adjusted EBITDA of
the Guaranteeing Group for the last twelve months must represent not less than 90% of the
Total Tangible Assets and Adjusted EBITDA of the Ryman Group taken as a whole for the last
twelve months.
Under the Master Trust Deed these financial covenants are subject to change where the equivalent
covenant in the Bank Facility Agreement is changed, provided that Ryman has certified to the Bond
Supervisor that the change is more favourable to Bondholders (if it applied to Bondholders) than
the relevant financial covenant.
If there is a breach of the Debt to Equity Covenant, Ryman must, within 6 months of the date of a
6 monthly compliance report being delivered specifying that breach (or the date on which it should
have been delivered, if earlier) remedy the breach or (if not remedied within 6 months) give notice
to the Bond Supervisor within 20 Business Days after such date of its plan to remedy the breach.
If the breach is not remedied within 6 months of the date of that notice (or the date on which it
should have been delivered, if earlier), an Event of Default will occur.
Therefore, a continued breach of the Debt to Equity Covenant will be an Event of Default
approximately 13 months after that breach is disclosed to the Bond Supervisor in the 6 monthly
compliance report.
A breach of the Guaranteeing Group Coverage Covenant is an Event of Default if: (1) it is not
remedied within 30 days after Ryman or a Ryman Group member becoming aware of the breach;
and (2) the default is, or is likely to be (in the reasonable opinion of the Bond Supervisor) materially
prejudicial to Bondholders.
Bank Facility Agreement Distribution stopper
While the Bond Supervisor does not have the benefit of a distribution stopper in respect of a breach
of the Debt to Equity Covenant unless that breach becomes an Event of Default (as described
above), under the Bank Facility Agreement, Ryman is not permitted to make a distribution if the ratio
equivalent to the Debt to Equity Covenant in that agreement is breached (unless such restriction is
waived by the relevant majority of Beneficiaries in accordance with the Bank Facility Agreement).
Refer to the Master Trust Deed for more detail on covenants that will apply to the Bonds.
Financial
Covenants
Credit RatingsNeither Ryman nor the Bonds are or will be rated.
No Public PoolAll Bonds, including oversubscriptions, will be reserved for subscription by clients of the Joint Lead
Managers, primary market participants and other persons invited to participate in the bookbuild.
Interest Rate The sum of the Swap Rate plus the Issue Margin (which may be within, above or below the
Indicative Issue Margin Range), subject to a minimum Interest Rate of 5.60% per annum.
The Interest Rate will be announced by Ryman via NZX on or about the Interest Rate Set Date.
Indicative
Issue Margin
Range
1.80% - 1.90% per annum.
Issue MarginThe Issue Margin (which may be within, above or below the Indicative Issue Margin Range) will be
determined by Ryman (in consultation with the Joint Lead Managers) following a bookbuild process
and announced by Ryman via NZX on or about the Interest Rate Set Date.
Swap RateThe mid-market swap rate for an interest rate swap of a term matching the period from the Issue
Date to the Maturity Date, as calculated by Ryman in conjunction with the Arranger, according
to market convention, with reference to Bloomberg page ‘ICNZ2’ (or any successor page) on the
Interest Rate Set Date and expressed on a quarterly basis (rounded to 2 decimal places, if necessary,
with 0.005 being rounded up).
RYMAN HEALTHCARE INDICATIVE TERMS SHEET5
Interest
Payments
and Interest
Payment
Dates
Interest will be paid quarterly in arrear in equal amounts on 22 March, 22 June, 22 September and
22 December (or if that day is not a Business Day, the next Business Day) of each year up to and
including the Maturity Date.
The first Interest Payment Date will be 22 September 2026.
Record Date10 days before the due date for a payment or, if that day is not a Business Day, the immediately
preceding Business Day.
ISINNZRYMD0020L1
QuotationApplication has been made to NZX for permission to quote the Bonds on the NZX Debt Market and
all requirements of NZX relating thereto that can be complied with on or before the distribution of
this Terms Sheet have been duly complied with. However, the Bonds have not yet been approved
for trading and NZX accepts no responsibility for any statement in this Terms Sheet. NZX is a
licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.
NZX ticker code RYM020 has been reserved for the Bonds.
Issue PriceNZ$1.00 per Bond.
Minimum
Application
Amount
NZ$5,000 with multiples of NZ$1,000 thereafter.
Transfer
Restrictions
Bondholders are entitled to sell or transfer their Bonds at any time subject to the terms of the Trust
Documents and applicable securities laws and regulations. Ryman may decline to accept or register
a transfer of the Bonds for the reasons set out in the Trust Documents.
No transfer may be made if the transfer would result in the transferor or the transferee holding or
continuing to hold Bonds with an aggregate principal amount of less than NZ$5,000 (other than
zero) or if the transfer is not in multiples of NZ$1,000.
Early
Redemption
Neither Bondholders nor Ryman are able to redeem the Bonds before the Maturity Date. However,
Ryman may be required to repay the Bonds early if there is an Event of Default (as described in the
Master Trust Deed).
Brokerage0.40% brokerage plus 0.35% on firm allocations paid by Ryman.
Governing
Law
New Zealand.
Who May
Apply & How
to Apply
All of the Bonds, including oversubscriptions, will be reserved for clients of the Joint Lead Managers,
institutional investors and other persons invited to participate in the bookbuild. There will be no
public pool for the Bonds.
Retail investors should contact their financial adviser, one of the Joint Lead Managers or any
primary market participant for details on how they may acquire Bonds. You can find a primary
market participant by visiting https://www.nzx.com/investing/find-a-participant.
Whether in respect of oversubscriptions or generally, any allotment of Bonds will be at Ryman’s
discretion, in consultation with the Joint Lead Managers. Ryman reserves the right to refuse all or
any part of an application without giving any reason. Each investor’s financial adviser will be able
to advise them as to what arrangements will need to be put in place for the investors to trade the
Bonds including obtaining a common shareholder number (CSN), an authorisation code (FIN) and
opening an account with a primary market participant, as well as the costs and timeframes for
putting such arrangements in place.
General
Bonds may only be offered for sale or sold in conformity with all applicable laws and regulations
in New Zealand and in any jurisdiction in which they are offered, sold or delivered. Specific selling
restrictions as at the date of this Terms Sheet are set out below for Australia.
No action has been or will be taken by Ryman which would permit an offer of Bonds, or possession
or distribution of any offering material, in any country or jurisdiction where action for that purpose
is required (other than New Zealand).
Selling
Restrictions
RYMAN HEALTHCARE INDICATIVE TERMS SHEET6
No person may purchase, offer, sell, distribute or deliver Bonds, or have in their possession, publish,
deliver or distribute to any person, any offering material or any documents in connection with the
Bonds, in any jurisdiction other than in compliance with all applicable laws and the specific selling
restrictions set out below.
By subscribing for or otherwise acquiring any Bonds, each Holder agrees to indemnify, among
others, Ryman, the Bond Supervisor and the Joint Lead Managers for any loss suffered as a result of
any breach by the Holder of these selling restrictions.
Australia
This Terms Sheet is not a prospectus, product disclosure statement or any other form of formal
‘disclosure document’ (as defined in the Corporations Act 2001 (Cth) (the Australian Corporations
Act)) and does not contain all the information which would be required in a prospectus, product
disclosure statement or other ‘disclosure document’ under the Australian Corporations Act. This
Terms Sheet has not been and will not be lodged or registered with the Australian Securities &
Investments Commission (ASIC) or the Australian Securities Exchange and Ryman is not subject to
the continuous disclosure requirements that apply in Australia.
This Terms Sheet or any other offering material relating to the Bonds may not be distributed or
published in Australia and the Bonds must not be offered for issue or sale in Australia (including to a
person in Australia) unless:
(a) the aggregate consideration payable by each offeree is at least A$500,000 (or its equivalent
in an alternative currency and, in either case, disregarding moneys lent by the offeror or its
associates) or the offer or invitation does not otherwise require disclosure to investors under
Parts 6D.2 or 7.9 of the Australian Corporations Act;
(b) the offer does not constitute an offer to a ‘retail client’ as defined for the purposes of section
761G of the Australian Corporations Act;
(c) such action complies with any applicable laws, regulations and directives in Australia; and
(d) such action does not require any document to be lodged with ASIC.
This Terms Sheet does not take into account the investment objectives, financial situation or needs
of a particular person. Prospective investors should not construe anything in this Terms Sheet as
legal, tax or other professional advice nor as financial product advice. In particular, if any financial
product advice is, in fact, held to be given by Ryman in connection with this Terms Sheet, it is
general advice only. Ryman does not hold an Australian financial services licence and is not licensed
to provide financial product advice in relation to the Bonds.
ArrangerANZ Bank New Zealand Limited (ANZ).
Joint Lead
Managers
ANZ, Craigs Investment Partners Limited, Forsyth Barr Limited and Westpac Banking Corporation
(ABN 33 007 457 141) (acting through its New Zealand branch).
Bond
Supervisor
Public Trust.
Security
Trustee
New Zealand Permanent Trustees Limited.
RegistrarMUFG Pension & Market Services (NZ) Limited.
Statutory
Supervisor
Anchorage Trustee Services Limited (from 31 July 2026, the Statutory Supervisor will be Covenant
Trustee Services Limited).
Selling
Restrictions
(continued)
RYMAN HEALTHCARE INDICATIVE TERMS SHEET7
Important dates
Opening DateMonday, 8 June 2026
Closing DateThursday, 11:00am NZT, 11 June 2026
Interest Rate Set DateThursday, 11 June 2026
Issue DateMonday, 22 June 2026
Expected QuotationTuesday, 23 June 2026
Maturity Date22 June 2032
Other information
Any internet site addresses provided in the Terms Sheet are for reference only and, except as expressly stated
otherwise, the content of any such internet site is not incorporated by reference into, and does not form part of, this
Terms Sheet.
Copies of the Trust Documents are available on the website (managed by Ryman) for the offer of the Bonds at
www.rymanhealthcare.co.nz/investors/bonds.
The Arranger, the Joint Lead Managers and their respective directors, officers, employees and agents:
(a) have not authorised or caused the issue of, or made any statement in, any part of this Terms Sheet;
(b) do not make any representation, recommendation or warranty, express or implied regarding the origin, validity,
accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information, statement
or opinion contained in this Terms Sheet; and
(c) to the extent permitted by law, do not accept any responsibility or liability for this Terms Sheet or for any loss
arising from this Terms Sheet or its contents or otherwise arising in connection with the offer of Bonds.
This Terms Sheet does not constitute financial advice or a recommendation from the Arranger, any Joint Lead Manager
or any of their respective directors, officers, employees, agents or advisers to purchase any Bonds.
Investors should seek qualified, independent legal, financial and taxation advice before deciding to invest in the Bonds.
In particular, you should consult your tax adviser in relation to your specific circumstances. Investors will also be
personally responsible for ensuring compliance with relevant laws and regulations applicable to them (including any
required registrations).
For further information regarding Ryman, visit www.nzx.com/companies/RYM.
The dates set out in this Terms Sheet are indicative only and subject to change. Ryman may vary the timetable in its
absolute discretion and without notice (including by opening or closing the offer described in this Terms Sheet early,
accepting late applications and extending the Closing Date). If the Closing Date is extended, subsequent dates may be
extended accordingly.
RYMAN HEALTHCARE INDICATIVE TERMS SHEET8
Address details
Issuer
Ryman Healthcare Limited, Airport Business Park, 92d Russley Road, P.O. Box 771, Christchurch 8140
Arranger and Joint Lead Manager
ANZ Bank New Zealand Limited, Level 26, ANZ Centre, 23 Albert Street, Auckland 1010
Joint Lead Managers
Craigs Investment Partners Limited, Level 36, Vero Centre, 48 Shortland Street, Auckland 1010
Forsyth Barr Limited, Level 22, NTT Tower, 157 Lambton Quay, Wellington 6011
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)
Westpac on Takutai Square, Level 8, 16 Takutai Square, Auckland 1010
Supervisor
Public Trust, Level 16, SAP Tower, 151 Queen Street, Auckland 1010
Security Trustee
New Zealand Permanent Trustees Limited, Level 16, SAP Tower, 151 Queen Street, Auckland 1010
Registrar
MUFG Pension & Market Services (NZ) Limited, Level 30, PwC Tower, 15 Customs Street West, Auckland 1010
P.O. Box 91976, Auckland 1142
+64 9 375 5998
Legal Advisers to Ryman
Chapman Tripp, Level 34, PwC Tower, 15 Customs Street West, Auckland 1010
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RYMAN HEALTHCARE | Bond Presentation
Bond Presentation
RYMAN HEALTHCARE
8 June 2026
Joint Lead Managers
RYMAN HEALTHCARE | Bond Presentation
Disclaimer
Please read carefully before the rest of the presentation
This presentation has been prepared by Ryman Healthcare Limited (Ryman) in relation to the offer of bonds described in this presentation (Bonds). The offer of the Bonds is made in reliance upon the exclusion in
clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).
The Bonds will have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date) as Ryman’s bonds maturing on 18 December 2026, which have a fixed interest rate of 2.55%
per annum and are currently quoted on the NZX Debt Market under the ticker code RYM010 (the RYM010 Bonds).
The Bonds are the same class as the RYM010 Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations 2014. Investors should look to the market price of the RYM010 to find out how the
market assesses the returns and risk premium for those bonds. When comparing the yield of two debt securities, it is important to consider all relevant factors (including the credit rating (if any), maturity and the other
terms of the relevant debt securities).
Ryman is subject to a disclosure obligation that requires it to notify certain material information to NZX for the purpose of th at information being made available to participants in the market and that information can
be found by visiting www.nzx.com/companies/RYM
.
Capitalised terms used but not defined in this presentation have the meanings given to them in the indicative terms sheet for th e offer of the Bonds dated 8 June 2026.
The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation by Ryman, Public Trust (the Supervisor), ANZ Bank New
Zealand Limited (the Arranger), Craigs Investment Partners Limited, Forsyth Barr Limited and Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch) (together with the Arranger,
the Joint Lead Managers) or any of their respective directors, officers, employees, affiliates, agents or advisers to subscribe for, or purchase, any of the Bonds. Nothing in this presentation constitutes legal, financial,
tax or other advice.
This presentation may contain certain projections or forward-looking statements with respect to Ryman. Such projections or forward -looking statements are based on current expectations, estimates, projections and
assumptions and are subject to a number of risks, and uncertainties, including material adverse events, significant one-off expenses and other unforeseeable circumstances. There is no assurance that results
contemplated in any of these projections and forward-looking statements will be realised, nor is there any assurance that the expectations, estimates and assumptions underpinning those projections or forward-
looking statements are reasonable. Actual results may differ materially from those projected in this presentation. No person is under any obligation to update this presentation at any time after its release or to provide
you with further information about Ryman.
Some of the financial information contained in this presentation has not been prepared in accordance with generally accepted accounting practice (i.e. it is non-GAAP financial information). Non-GAAP measures
are presented to assist investors in understanding Ryman's performance. It may not be comparable to similar financial information presented by other entities.
The information in this document is given in good faith and has been obtained from sources believed to be reliable and accurate at the date of preparation, but its accuracy, correctness and completeness cannot
be guaranteed.
None of the Arranger, the Joint Lead Managers or the Supervisor nor any of their respective directors, officers, employees, affiliates or agents have independently verified the information contained in this
presentation. To the extent permitted by law, none of the Arranger, Joint Lead Managers, the Supervisor nor any of their respective directors, officers, employees, affiliates or agents accept any responsibility or
liability for this presentation or for any loss arising from this presentation or its contents or otherwise arising in connection with the offer.
The Bonds may not be offered or sold directly or indirectly, and neither this presentation nor any other offering material may be distributed or published, in any jurisdiction other than New Zealand except in
conformity with all applicable laws and regulations of that country or jurisdiction.
Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market and all the requirements of NZX relating thereto that can be complied with on or before the date of this presentation
have been duly complied with. However, NZX accepts no responsibility for any statement in this document. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.
Unless otherwise stated, all figures are given as at and for the twelve month period ended 31 March 2026.
The images featured in this presentation are of Ryman villages.
2
RYMAN HEALTHCARE | Bond Presentation
Offer highlights 4
Overview of Ryman 5
Funding and security structure 11
Financial performance 18
Offer terms and timetable 23
Appendices 27
AgendaPresenters
Matt Prior
CHIEF FINANCIAL OFFICER
Naomi James
CHIEF EXECUTIVE OFFICER
3
On the cover: William Sanders Village
RYMAN HEALTHCARE | Bond Presentation
Offer highlights
6-year senior Bond diversifies funding and extends tenor
Item Details
Issuer
Ryman Healthcare Limited (Ryman) (listed on the NZX and ASX)
Description
Fixed rate, secured, unsubordinated bonds
Issue Amount
Up to NZ$100 million (with the ability to accept oversubscriptions of up to an additional NZ$50 million at Ryman’s discretion)
Tenor and Maturity Date
6 years maturing 22 June 2032
Ranking
Pari passu with all other senior lenders (bank lenders and existing bondholders)
Credit Ratings
Neither Ryman nor the Bonds are or will be rated
Use of Proceeds
The net proceeds of the offer (excluding the value of any RYM010 Bonds redeemed under the Exchange Mechanism) will be used to
repay a portion of Ryman’s existing bank debt, refinancing of RYM010 and for general corporate purposes
Rationale for the Offer
Diversifies funding sources and tenor, proactively refinances upcoming maturity of RYM010, and reestablishes Ryman’s presence in the
NZDX bond market with intention to be a repeat issuer
Joint Lead Managers
ANZ Bank New Zealand Limited, Craigs Investment Partners Limited, Forsyth Barr Limited and Westpac Banking Corporation (ABN 33 007
457 141) (acting through its New Zealand branch)
Exchange Mechanism for Existing
Bondholders
Bondholders of the RYM010 Bonds that hold RYM010 Bonds through a custodial account and who wish to apply for the Bonds (Custodial
RYM010 Bondholders) may be able to exchange all or some of their RYM010 Bonds for an equal number of Bonds on the Issue Date (on
a one-for-one basis at a face value of NZ$1.00). Accrued interest on exchanged RYM010 Bonds will be paid on the Issue Date
This Exchange Mechanism will only be available to a Custodial RYM010 Bondholder if:
(i)the Custodial RYM010 Bondholder receives an allocation of Bonds from a participant in the bookbuild for the offer; and
(ii)Ryman and the relevant participant (acting on the authorisation of the Custodial RYM010 Bondholder) have agreed to the
exchange in respect of an agreed number of RYM010 Bonds
4
Offer highlights
RYMAN HEALTHCARE | Bond Presentation
Overview of Ryman
Kevin Hickman Village
RYMAN HEALTHCARE | Bond Presentation
6
Key investment highlights
High-quality, scalable portfolio with a trusted brand and unique care offering
Overview of Ryman
1: Compared with New Zealand retirement village operators with NZX listed shares or bonds, using the latest available reporting.
Large, established and integrated portfolio
Scale across New Zealand and Victoria, Australia with a $12.3 billion asset base, supporting operating efficiency and high-
quality service delivery
High quality portfolio
Premium locations, modern design, build quality and integrated care facilities underpin strong demand and occupancy at
our mature villages
Strong balance sheet and liquidity
Lowest-in-industry gearing
1
(27.8%) and $675 million of available debt headroom support financial flexibility, liquidity and
balance sheet resilience
Disciplined capital allocation and reduced development risk
New capital management framework supports prudent and resilient capital settings and development exposure remains
limited, with only two sites currently under construction
Significant portfolio optionality with low capital intensity
Existing land bank and brownfield development opportunities provide flexibility for future expansion with limited capital
expenditure
Recurring and predictable earnings
Scalable, non-cyclical earnings underpinned by Ryman’s large and integrated portfolio, with recurring income from DMF
and care fees
RYMAN HEALTHCARE | Bond Presentation
Ryman at a glance
High-quality, scalable portfolio with a trusted brand and unique care offering
Overview of Ryman
1: Villages under construction are included within retirement village count. 2: Two villages closed during the period (Margaret Stoddart and Woodcote; -95 beds; -64 units). 3: Average age of portfolio based on first retirement
village resident occupation and weighted by asset value.
Retirement villages
2
47
NZ: 38 | AU: 9
Retirement village units
2
9,959
NZ: 8,379 | AU: 1,580
Residents
15,547
NZ: 13,069 | AU: 2,478
Sites under active
construction
1
2
NZ: 2 | AU: 0
Aged care beds
2
4,686
NZ: 3,927 | AU: 759
Team members
7,778
NZ: 6,072 | AU: 1,706
Average age of entry
– independent
80.2 years
Average age of
villages
3
11.8 years
-2+182+391+0.4
-5
-14
Unchanged
+0.6
7
Change relative to FY25
RYMAN HEALTHCARE | Bond Presentation
•47 retirement villages, 38 villages
in New Zealand and 9 villages in
Victoria, Australia
•Premium locations and geographically
dispersed
•Total portfolio value of $12.0 billion,
with $9.1 billion in New Zealand and
$2.9 billion in Victoria, Australia
•Village portfolio average age of
11.8 years
1
•Land bank value of $351 million, with
five land bank sites of $142 million
retained for possible future
development
2
Village locations and assets
Our high-quality assets are located in premium locations, geographically dispersed across New Zealand and
Victoria, Australia
Overview of Ryman
Melbourne
7 villages
2 greenfield sites
Geelong and
Bellarine Peninsula
2 villages
Auckland
11 villages
2 greenfield sites
Bay of Plenty
1 village
East Coast
1 village
Hawke’s Bay
2 villages
Wellington
5 villages
Canterbury
7 villages
Otago
2 villages
Southland
1 village
Northland
1 village
Waikato
3 villages
1 greenfield site
Taranaki
1 village
Manawatū/
Whanganui
2 villages
Nelson
1 village
New Zealand
Victoria, Australia
1: Average age of portfolio based on first retirement village resident occupation and weighted by asset value. 2: Contracted landbank sales
and sites identified for divestment are excluded from greenfield site count.
8
RYMAN HEALTHCARE | Bond Presentation
9
Continuum of care in our property portfolio
Each village offers a range of independent living, assisted living and aged care options in a single location, aligned
to increasing demand for integrated living and aged care services
Overview of Ryman
1: Proportion of portfolio by count of retirement village units and aged care beds at 31 March 2026. 2: At 31 March 2026.
Independent livingServiced apartmentsAged care
% of portfolio
1
49%19%32%
Features
One, two and three-bedrooms all
with full kitchens and bathrooms
Attached garage or optional car
park
Includes kitchenette, fridge-freezer
and microwave
Easy access to the village centre
Almost all of rooms include a private
ensuite
Rest home, hospital and dementia
levels of care at most villages
Product mix
57% apartments, 43% villas90% one bedroom, 10% studio99% one bedroom, 1% two bedroom
Typical size
70–130 sqm30–60 sqm20–30 sqm
Average
tenure
9 years4.5 years1– 2 years
Asset value
$8,098 million
2
$2,336 million
2
$1,026 million
2
RYMAN HEALTHCARE | Bond Presentation
•Only 2 sites under construction, limiting
exposure to construction cost inflation
and property market dynamics
•Material cash release opportunity in
development portfolio through new
sales stock and land bank divestments
•Significant portfolio optionality for
future development growth
•Any development to be selective and
sequential, reducing capital intensity
and execution risk
Disciplined portfolio growth
Ryman’s reset development program provides flexibility to grow its portfolio in line with market demand and limited
near-term exposure to construction cost inflation
10
Overview of Ryman
2 developments
under construction
$420 million
in unsettled new sales stock on hand
~$250 million
targeted from surplus landbank divestments, with $72 million cash proceeds to date
Over 2,000 units/bed
potential in development portfolio providing optionality for future growth
RYMAN HEALTHCARE | Bond Presentation
Funding and security structure
Deborah Cheetham Village
RYMAN HEALTHCARE | Bond Presentation
$675 million
Debt headroom
1
5.9%
Average cost of funds
1
4.4 years
Weighted average term to
expiry of debt
1
524
246
75
840
372
54
150
1,364
618
129
FY27 FY28 FY29 FY30 FY31 FY32 FY33
NZD bank debtAUD bank debtNZD retail bondTotal
1: As at 31 March 2026.
Debt maturity profile
1
($m)
Balance sheet reset complete
Resilient balance sheet with significant debt headroom and long debt tenor
12
Funding and security structure
Exchange
mechanism on offer
Offer maturity
RYMAN HEALTHCARE | Bond Presentation
•$675 million of debt headroom and
lowest in industry gearing
4
at 27.8%
provides for significant liquidity buffer
•Indicative gearing profile of 25-30%
over the short term FY26–27, aligned
with capital management framework
•Financial covenants reset as part of
bank refinancing, with ICR covenant
excluding interest on designated
development debt ($602 million at
31 March 2026)
1
Lowest gearing in the industry
Full refinancing of $2 billion bank facilities completed with improved pricing and no bank maturities until FY31
Funding and security structure
1: Development debt is based on forecast net cash proceeds for committed developments and the cost of New Zealand care centres under development or opened in the past 24 months. Development debt for new projects is
included once lenders approve the Company’s feasibility and substantive steps towards the development have commenced. 2: Interest cover ratio is calculated asrolling 12-month adjusted EBITDA to interest (excluding interest on
development debt) tested on 30 September and 31 March. Adjusted EBITDA is defined as reported net profit after tax, adjusted by excluding income tax, interest income, finance costs, depreciation, amortisation, impairment losses,
fair value movements, deferred management fees, and one-off revenue and expenses, and including non-GAAP items: cash deferred management fees collected, and gross resale gains on occupation right agreements. 3: Loan to
value ratio is calculated as Total Liabilities excluding resident debt to Net Tangible Assets. 4: Compared with New Zealand retirement village operators with NZX listed shares or bonds, using the latest available reporting. 5: Fixed
interest rate profile reflects positions at each quarter-end and includes AUD instruments translated to NZD at an NZD/AUD rate of 0.8331.
Gearing
4
Key debt metricsFY25FY26
Drawn debt ($m)1,6861,586
Total debt facilities ($m)2,2092,261
Debt headroom ($m)523675
Average term to expiry of debt facilities (years)2.74.4
Weighted average cost of debt6.2%5.9%
Proportion of drawn debt on fixed rates67%77%
Gross interest costs on borrowings ($m)161 101
Interest cover ratio (ICR) >1.50x
2
n/a2.5x
Loan to value ratio (LTV) ≤1.00x
3
0.5x0.5x
Gearing28.5%27.8%
13
28%
30%
37%
39%
39%
RymanPeer 1Peer 2Peer 3Peer 4
Fixed interest rate profile ($m)
5
0
500
1,000
1,500
FY26FY27FY28FY29FY30
Interest rate swaps
Interest rate collars
Retail bonds (RYM010)
RYMAN HEALTHCARE | Bond Presentation
25% - 30%
20% - 25%
20% - 30%
0%
5%
10%
15%
20%
25%
30%
35%
Short term
(FY26-FY27)
Medium term
(FY28-FY29)
Target gearing
range
(FY30+)
27.8%
Gearing
1
20-30%
Target gearing range
~$2 billion
Debt to Equity covenant headroom
(Loan to Value)
2
Indicative gearing
1
14
Near-term deleveraging from cash release
Deleveraging driven by reduced vacant stock, lower payouts, and land bank divestments
1: Net interest-bearing debt / (Net interest-bearing debt + equity), pre IFRS-16 at 31 March 2026. 2: At 31 March 2026.
Optionality for investment
and/or capital return
Progressive de-gearing through $500 million cash release target
Funding and security structure
RYMAN HEALTHCARE | Bond Presentation
12.27
0.06
6.16
6.05
1.58
0.39
4.08
0.00
Total
assets
Liabilities
preferred
by law
Permitted
secured
liaibilities
Resident
loans
Assets
remaining
Loans and
borrowings
Other
liabilities
Total
equity
-
2.00
4.00
6.00
8.00
10.00
12.00
14.00
1: Liabilities preferred by law include employee entitlements, tax authorities and rights of creditors preferred by law. 2: Other liabilities include
items such as trade and other payables, revenue received in advance, and lease liabilities.
•Total assets of $12.3 billion, including
$10.9 billion investment properties and
$1.1 billion property, plant and
equipment
•Liabilities that rank in priority to the bank
debt and bonds include liabilities
preferred by law, permitted secured
liabilities and resident liabilities
•Assets remaining of $6.0 billion available
as security for current bank debt and
bonds
•New Zealand Permanent Trustees
Limited is the Security Trustee
•Public Trust is the Bond Supervisor
Security
Assets of $6.0 billion available as security for lenders at 31 March 2026
Funding and security structure
1
Financial position as at 31 March 2026 ($b)
15
Assets after
deducting
liabilities that
rank above
the Bonds
2
RYMAN HEALTHCARE | Bond Presentation
Bondholders benefit from the same security
package as Ryman’s banks and other secured
lenders. The security is held by an independent
Security Trustee and shared on a pro rata basis
In New Zealand, the security includes:
•First-ranking mortgages over land and
buildings not associated with resident Units
(including development land and certain
facilities)
•If any care centre is on a separate legal title
to any land allocated for Units and includes
Care Suites
3
, a second ranking registered
mortgage over the care centre; and
•A general security interest over all assets of
Ryman and its New Zealand guarantors
Land and buildings containing resident Units
(and related Care Suites) are secured first in
favour of residents through the Statutory
Supervisor. Any enforcement proceeds relating
to these assets are paid to residents first, with
remaining proceeds shared among secured
lenders (including bondholders) on a pro rata
basis
In Australia, bondholders have a general
security interest over assets but do not hold
registered mortgages over land. Resident loans
are secured by a Statutory Charge that ranks
ahead of bondholders
Security structure
Ryman group security structure at 31 March 2026
Funding and security structure
Ryman Healthcare
Limited
Listed bond issuer
Total assets:
$12.3 billion
1
Ryman Healthcare
(Australia) Pty Ltd
Total assets:
$2.9 billion
Ryman Aged Care
(Australia) Pty Ltd
Total assets:
$0.0 billion
9 AU village
entities
Total assets:
$2.8 billion
Ryman Construction
Pty Ltd
Total assets: Nil
39 NZ village
entities
2
Total assets:
$9.1 billion
18 NZ non-village
entities
Total assets:
$0.2 billion
Statutory
supervisor
/ Resident
mortgage
Guaranteeing group
100%100%100% in each
100%
100% in each100% in each
Statutory
charge
14 AU non-village
entities
Total assets:
$0.1 billion
100% in each
16
1: Includes parent company assets of $0.1 billion. 2: Includes one closed village (Margaret Stoddart). The other closed facility is included within
the parent entity. 3: Care Suites includes all occupancy advances related to care accommodation.
RYMAN HEALTHCARE | Bond Presentation
Bondholders are protected by the
following key financial covenants:
•Debt to Equity covenant:
must not exceed 1.0 : 1.0
•Guaranteeing Group Coverage
Covenant: must not be less than 90%
A breach of the Debt to Equity covenant
constitutes an Event of Default if not
remedied within six months of notice
No distributions may be made if an Event
of Default has occurred, or would occur
as a result of the distribution
Bondholders are also protected by
standard cross-acceleration provisions
Bank lenders are protected by an interest
cover ratio covenant requiring a minimum
ratio of 1.50x, tested semi-annually on a
rolling 12-month basis from 30 September
2026
Financial covenants
Significant headroom in the Debt to Equity covenant, and all assets and earnings within the guaranteeing group
Funding and security structure
0.49
0.50
FY25FY26
100%100%
FY25FY26
Debt to Equity
Covenant ratio
Guaranteeing Group
Coverage ratio
2.5
FY25FY26
Interest Cover Ratio
(for bank lending)
Waived
17
1
1: Interest Cover Ratio covenant was not tested at 31 March 2026.
RYMAN HEALTHCARE | Bond Presentation
Financial performance
Bert Newton Village
RYMAN HEALTHCARE | Bond Presentation
Free cash flow
1
$188.3m
FY25: ($94.2m)
Key financial metrics
Financial performance
1: The metric is classified as non-GAAP, meaning it does not adhere to a standardised definition under GAAP. Non-GAAP measures are presented to assist investors in understanding Ryman's performance. It may not be
comparable to similar financial information presented by other entities.
Cash flow from
development activity (CFDA)
1
$222.2m
FY25 (restated): $13.3m
Cash flow from existing
operations (CFEO)
1
($33.9m)
FY25 (restated): ($107.5m)
Operating revenue
1
$849.1m
FY25: $771.1m
Profit before tax and fair value
movements (PBTF) per share
1
-7.2cps
FY25: -54.1cps
NTA per share
400.5cps
FY25 (restated): 410.6cps
Operating EBITDAF
1
$88.3m
FY25: $45.5m
Net interest-bearing debt
1
$1,571m
FY25: $1,665m
Gearing
1
27.8%
FY25 (restated): 28.5%
+10%
+94%
-87%
+$73.6m
+$208.8m
+$282.5m
-$94m
-0.7ppts
-10.1cps
19
(smaller loss)
Change relative to FY25
RYMAN HEALTHCARE | Bond Presentation
•Care and village fees increase reflects
growth in resident numbers of +2.6%
and fee growth across both aged care
and retirement living residents
•Disciplined cost control across the year
created meaningful margin expansion
represented in the doubling of EBITDAF
•Strong focus on operating P&L and
cash performance following previous
financial reporting review - limited
overhead cost capitalisation and shift
away from non-cash underlying profit
and development margin metrics
•Operating EBITDAF does not include
capital gains or losses
Operating profit and loss result highlights year of progress
Revenue growth outpaced expenses driving a doubling of operating EBITDAF
Financial performance
Operating profit and loss ($m)
FY25
(restated)FY26YoY
Care and village fees570.9639.912%
Deferred management fees (DMF) excl. historical adjustments154.9158.62%
Imputed interest income on RADs32.535.610%
Other income12.915.016%
Total operating revenue771.1849.110%
Gross operating expenses(748.2)(767.3)3%
Capitalised to qualifying assets22.66.5-71%
Total operating expenses(725.6)(760.8)5%
Operating EBITDAF45.588.394%
Non-operating revenue(12.0)5.4-145%
Non-operating expenses(25.5)(12.9)-49%
Depreciation and amortisation expense(48.5)(42.6)-12%
Imputed interest income charge on RADs(32.5)(35.6)10%
Impairment (loss)/credit(172.9)3.8-102%
Finance costs(140.3)(80.8)-42%
Interest received1.51.1-27%
Profit/(loss) before tax and fair-value movements (PBTF)(384.6)(73.3)-81%
Fair-value movement of investment properties92.3(104.3)-213%
Deferred tax credit/(expense)(221.4)6.3-103%
Net profit after tax (NPAT)(513.7)(171.3)-67%
20
RYMAN HEALTHCARE | Bond Presentation
1: Gross payout (inclusive of DMF) to residents relocated from Margaret Stoddart and Woodcote villages which have closed. 2: Marketing
expenses allocated across resales and new sales (moved to CFDA for both periods), consistent with 1H26 results presentation. 3: Notional interest
on new stock and land bank (expensed under IFRS) allocated to CFDA, consistent with 1H26 results presentation. FY25 not restated.
•Uplift in fees and DMF collected in
combination with cost control across
operations and capex drives doubling
of cash flow generation from village
operations
•Net resale cash flow impacted by
$53m increase in bought-back stock
(FY25: $49 million), lower resales
margins, partly offset by unit
refurbishment savings
•FY26 includes $18.3m net one-off costs
relating to transformation and legacy
payroll remediation and other costs
(FY25: net $1.2m)
•Reduction in net interest attributed to
CFEO as a result of equity raise, positive
free cash flow driving debt repayment,
and notional allocation of interest to
CFDA
•Care capital inflows are reported as
part of CFDA
Improving cash flow from existing operations (CFEO)
Growing recurring cash flow from strategy execution
Financial performance
21
Cash flow from existing operations (CFEO)
FY25
(restated)FY26YoY $
Village operations
Care and village fees583.1653.370.2
DMF collected78.884.65.8
Payments to suppliers and employees
2
(586.0)(630.9)(44.9)
Property capex(35.7)(31.3)4.4
Capex on technology projects(6.9)(5.6)1.4
Subtotal village operations33.270.136.9
Resales of ORAs
Resales settlements of occupation rights760.5733.4(27.1)
Repayment of occupation rights(532.3)(566.7)(34.4)
Repayment of occupation rights - closed villages (reclassified to CFDA)
1
-22.422.4
Gross resale receipts228.2189.1(39.1)
Less DMF collected (included in village operations)(78.8)(84.6)(5.8)
Net resales receipts149.5104.5(44.9)
RV unit refurbishments(31.5)(27.7)3.9
Sales and marketing expenses – resales
2
(24.4)(22.3)2.0
Subtotal resales of ORAs93.654.6(39.0)
Total village cash flow126.8124.6(2.2)
Non-village cash flow
Payments to suppliers and employees
2
(110.0)(111.9)(1.9)
Capex on head office and other projects(3.5)(1.7)1.8
Office leases(4.3)(3.5)0.8
Employee share schemes8.91.2(7.7)
Total non-village cash flow(108.8)(115.9)(7.0)
Cash flow from existing operations pre interest18.08.8(9.2)
Expensed interest(127.1)(85.9)41.2
Notional interest on new unit stock and land bank
3
-42.042.0
Interest received1.61.2(0.4)
Net interest attributed to CFEO(125.5)(42.7)82.8
Cash flow from existing operations (CFEO)(107.5)(33.9)73.6
RYMAN HEALTHCARE | Bond Presentation
1: Net increase in RADs is driven predominantly by new RADs in developing villages and has therefore been classified to development activity for
simplicity. 2: FY25 restated for marketing expenses allocated across resales (CFEO) and new sales (CFDA), consistent with 1H26 results presentation. 3: Land
acquisitions reflect land purchased in prior periods with full or partial deferred settlements. FY26 payments were final payments related to Takapuna and
Taupō sites. 4: FY26 proceeds were related to Karori, Mt Eliza, surplus land at Nellie Melba and deposit received for Park Terrace.
•Over $200m growth in CFDA, driven by
new sales, significantly lower
development capex and broadly
stable care capital inflows
•Lower development capex reflects
moderating build programme, with
sites under active construction falling
from seven to two
•Reduction in capitalised non-village
expenses and interest reflecting
reduced work in progress and reduced
cost capitalisation
•Free cash flow uplift (combined CFEO
and CFDA) of over $280 million year-on-
year
Cash flow from development activity (CFDA) and free cash flow
Robust new sales, moderating development spend and land divestment programme drive strong cash flow
Financial performance
22
Cash flow from development activity ($m)
FY25
(restated)FY26YoY $
Resident funding-
New sale settlements of occupation rights395.8310.8(85.0)
Net increase in care resident loans
1
83.781.4(2.3)
Sales and marketing expenses - new sales
2
(15.8)(11.0)4.7
Subtotal resident funding463.8381.1(82.6)
Development capex-
Land acquisitions
3
(18.4)(9.5)8.9
Direct construction capex(365.6)(129.2)236.4
Capitalised interest(51.7)(14.3)37.4
Non-village expenses capitalised to projects(22.6)(6.5)16.0
Subtotal development capex(458.2)(159.5)298.7
Other development cash flows-
Notional interest on new unit stock and land bank-(42.0)(42.0)
Land bank expenses-(8.9)(8.9)
Proceeds from land and asset sales
4
7.873.866.0
Repayment of occupation rights - closed villages
(reclassified from CFEO)
-(22.4)(22.4)
Subtotal other development cash flow7.80.5(7.3)
Cash flow from development activity13.3222.2208.8
Free cash flow ($m)
FY25
(restated)FY26YoY $
Cash flow from existing operations (CFEO)(107.5)(33.9)73.6
Cash flow from development activity (CFDA)13.3222.2208.9
Free cash flow(94.2)188.3282.5
RYMAN HEALTHCARE | Bond Presentation
Offer terms and timetable
Patrick Hogan Village
RYMAN HEALTHCARE | Bond Presentation
Key terms of the offer
Offer terms and timetable
ItemDetails
Description
Fixed rate, secured, unsubordinated bonds
Tenor and Maturity Date
6 years, maturing 22 June 2032
Issue Amount
Up to NZ$100 million with the ability to accept oversubscriptions of up to an additional NZ$50 million at Ryman’s discretion
Interest Rate
The sum of the Swap Rate plus the Issue Margin (which may be within, above or below the Indicative Issue Margin range), subject to a
minimum Interest Rate of 5.60% per annum. The Interest Rate will be announced by Ryman via NZX on or about the Interest Rate Set
Date
Indicative Issue Margin Range
1.80% - 1.90% per annum
Issue Margin
The Issue Margin (which may be within, above or below the Indicative Issue Margin Range) will be determined by Ryman (in consultation
with the Joint Lead Managers) following a bookbuild process and announced by Ryman via NZX on or about the Interest Rate Set Date
Interest Payments
Interest will be paid quarterly in arrear in equal amounts on 22 March, 22 June, 22 September and 22 December (or if that day is not a
Business Day, the next Business Day) of each year up to and including the Maturity Date. The first Interest Payment Date will be 22
September 2026
Guarantors
Consistent with the Guarantors for Ryman’s bank facilities, including Guarantors incorporated in New Zealand (together with Ryman)
and Guarantors incorporated in Australia
Purpose
The purpose of the offer is to provide further diversity of funding sources and tenor, and the net proceeds of the offer (excluding the
value of any RYM010 Bonds exchanged under the Exchange Mechanism described below) will be used to repay a portion of Ryman’s
existing bank debt, refinancing of RYM010 and for general corporate purposes
Security
The bondholders will share the benefit of the same security package as Ryman’s banks and any other debt funding providers who
become beneficiaries under the Security Trust Deed (Beneficiaries) on a pro rata basis. This security is held by the Security Trustee
24
RYMAN HEALTHCARE | Bond Presentation
Key terms of the offer – continued
Offer terms and timetable
Item Details
Exchange Mechanism for Existing
Bondholders
Bondholders of the RYM010 Bonds that hold RYM010 Bonds through a custodial account and who wish to apply for the Bonds (Custodial
RYM010 Bondholders) may be able to exchange all or some of their RYM010 Bonds for an equal number of Bonds on the Issue Date (on
a one-for-one basis at a face value of NZ$1.00). Accrued interest on exchanged RYM010 Bonds will be paid on the Issue Date
This Exchange Mechanism will only be available to a Custodial RYM010 Bondholder if:
(i)the Custodial RYM010 Bondholder receives an allocation of Bonds from a participant in the bookbuild for the offer; and
(ii)Ryman and the relevant participant (acting on the authorisation of the Custodial RYM010 Bondholder) have agreed to the
exchange in respect of an agreed number of RYM010 Bonds
Financial Covenants
•Debt to Equity Covenant - the ratio of Total Liabilities of the Ryman Group (after deducting the aggregate value of all Resident
Occupancy Advances, Australian Resident Loans and Accommodation Bonds owing or held by the Ryman Group) to Net Tangible
Assets of the Ryman Group is no greater than 1.0:1.0; and
•Guaranteeing Group Coverage Covenant - the Total Tangible Assets and Adjusted EBITDA of the Guaranteeing Group for the last
twelve months must represent not less than 90% of the Total Tangible Assets and Adjusted EBITDA of the Ryman Group taken as a
whole for the last twelve months
Credit Ratings
Neither Ryman nor the Bonds are or will be rated
Minimum Application Amount
$5,000 with multiples of $1,000 thereafter
Brokerage
0.40% brokerage plus 0.35% on firm allocations paid by Ryman
Early Redemption
Neither the bondholders nor Ryman are able to redeem the Bonds before the Maturity Date. However, Ryman may be required to
repay the Bonds early if there is an Event of Default (as described in the Master Trust Deed)
Quotation
RYM020 has been reserved for the Bonds
Joint Lead Managers
ANZ Bank New Zealand Limited, Craigs Investment Partners Limited, Forsyth Barr Limited and Westpac Banking Corporation (ABN 33 007
457 141) (acting through its New Zealand branch)
25
RYMAN HEALTHCARE | Bond Presentation
Key dates
Offer terms and timetable
EventDate
Opening Date
Monday, 8 June 2026
Closing Date
Thursday, 11.00am NZT, 11 June 2026
Interest Rate Set Date
Thursday, 11 June 2026
Issue Date
Monday, 22 June 2026
Expected Quotation
Tuesday, 23 June 2026
Interest Payment Dates
22
March, 22 June, 22 September and 22 December in each year until Maturity Date
First Interest Payment Date
Tuesday, 22 September 2026
Maturity Date
Tuesday, 22 June 2032
26
RYMAN HEALTHCARE | Bond Presentation
Appendices
James Wattie Village
RYMAN HEALTHCARE | Bond Presentation
Free cash flow
1
$188.3m
FY25: ($94.2m)
FY26 performance snapshot
Appendices
1: The metric is classified as non-GAAP, meaning it does not adhere to a standardised definition under GAAP. Non-GAAP measures are presented to assist investors in understanding Ryman's performance. It may not be
comparable to similar financial information presented by other entities.
Retirement living unit stock
(unoccupied units)
1,253
FY25: 1,239
Sales of retirement living ORAs
(occupation basis)
1
1,410
FY25: 1,523
New sales: 348
Resales: 1,062
Capex
1
$221.8m
FY25: $535.9m
Net cash flow from RADs and
other care capital
1
$81.4m
FY25: $83.7m
Aged care occupancy
(mature villages)
96.0%
FY25: 96.3%
Aged care operating EBITDAF
per bed
1
$17.7k
1H26: $15.3k 2H26: $20.1k
-59%
-7%
+14
+$282.5m
-0.3ppts
+31%
(HoH)
-3%
28
Operating EBITDAF
1
$88.3m
FY25: $45.5m
+94%
Contracted: 383
Uncontracted: 870
Average contracted DMF for
new residents
30%
FY25: 22%
+8ppts
Change relative to FY25
RYMAN HEALTHCARE | Bond Presentation
1234
Be the provider of choice Grow recurring earningsOptimise existing portfolioValue-creating portfolio growth
Industry leader in care-centred
living, providing choice, control
and community to growing 80+
population
Grow recurring earnings through
reset pricing, operational
excellence and improved
occupancy
Optimise portfolio for value,
allocate capital to grow returns
and reduce capital intensity
Disciplined capital allocation
to brownfield and greenfield
expansion into markets with
enduring demand
29
Refreshed strategy
Focused on core elements critical to value creation for our shareholders and residents
Appendices
Enhance freedom, connection and wellbeing for people as we grow older
Our purpose
Our strategic pillars
Deliver industry-leading customer satisfaction and growtotal shareholder returns
RYMAN HEALTHCARE | Bond Presentation
Free cash flowPre-interest cash flow from existing operations (CFEO) per share
Use/distribution
Debt servicing
(20–30% gearing)
Dividend payout
(20–50% of CFEO per share)
Enhance / grow asset base
(above hurdle)
Funding sourcesBondBankResidentEquity
Capital allocated
Retirement living
Target: Cash yield on NTA
1
(5%+ yield)
Aged care
Target: Operating EBITDAF per bed
($25–30k)
Development
Target: NPV positive with project
IRR above hurdle
Pre-interest cash flow from
development activities (CFDA)
per share
Capital management framework
Prudent, resilient capital settings with a lower gearing range that reflects leverage from resident funding and a
cash-based dividend
30
1: Total CFEO pre interest, excluding aged care segment cash flow and unallocated non-village (support services) costs.
Appendices
RYMAN HEALTHCARE | Bond Presentation
On track to deliver $150 million CFEO improvement target
$47m of sustainable CFEO improvement delivered in first year across aged care, retirement living and support services
Appendices
1: Targeting $150 million in sustainable CFEO improvement by FY29 compared to FY25. 2: Includes village operations cash flow, non-village cash flow and excludes non-operating cash flow items (detailed in appendix 23).
3: Accounting treatment of Resident Fund and RAD retention is yet to be determined.
$150m CFEO improvement target
1
Care
$47m
FY26
progress
2
Non-village
$150m
FY29
Improvement target
Retirement living
FY29 drivers
95% occupancy across mature & developing villages
50% of retirement living portfolio on new contract terms and pricing,
with cash DMF benefit to flow largely post-FY29
Care EBITDAF per bed $25-30k
3
Centralised procurement delivering purchasing efficiencies
Targeting gross non-village costs below $100m by FY29, excluding
one-offs
One-off costs of $5–10m per annum to achieve targeted
improvements
31
RYMAN HEALTHCARE | Bond Presentation
Significant progress towards $500 million
1
cash release target
Strong early cash release momentum from stock sell-down and land sales
Appendices
1: Combined CFDA over FY26 to FY29 (four years), excluding any capex or cash receipts from new projects (uncommitted stages, greenfield or brownfield), land acquisitions or M&A activity, plus cash release from paid-out
resales stock (from CFEO). 2: FY26 cash flow impact from increase in paid out resales differs from net movement in the balance of paid-out resales stock due to FX.
•$169 million released in FY26 from:
−$150 million net cash flow from
developments, underpinned by
strong new sales receipts, care
capital inflows and moderating
capex profile
−$72 million from land proceeds with
three land parcels settled in FY26
−$53 million net cash outflow from
paid out resales stock, increasing
cash release opportunity as resales
volumes build and market
conditions improve
•Significant cash release from
development expected with
$420 million of unsettled new sales RV
unit stock at March 2026
32
Net cash flow from
developments
Land sales
Net cash flow from paid-
out resales stock
2
$150
million
$72
million
-$53
million
Future opportunity
$420m unsettled
new sales stock
Future opportunity
Increased target to $250m
$147m contracted to date
Future opportunity
$281m in paid-out
resales stock
FY26 cash release
$169
million
RYMAN HEALTHCARE | Bond Presentation
Glossary
33
Appendices
TermDefinition
AUAustralia
Brownfield landUnused or underutilised land inside an existing village that is capable of being developed
Capex (non-GAAP)Capital expenditure (capex) refers to capital expenditure to acquire, upgrade, maintain property, plant and equipment, investment property and intangible assets
Care bedRest home, hospital and dementia level care. Includes care suites
Care capitalAdvances received from residents for rest home, hospital and dementia level care rooms or care suites including RADs or ORAs (with the latter having a DMF charge)
Cash flow from development activity (non-GAAP)Cash flow from development activity (CFDA) includes resident receipts from new sales of occupation rights, the net increase in refundable accommodation deposits on aged care
beds, net development capex, cash flow related to purchase and sale of land bank sites, land bank expenses, notional interest on new stock and land bank, and marketing expenses
allocated to new sales
Cash flow from existing operations (non-GAAP)Cash flow from existing operations (CFEO) includes operating villages, shared services functions and expensed interest (adjusted for notional interest attributed to CFDA), demonstrating
net cash flow to equity holders on existing business operations, excluding cash flows relating to the development of new villages
Continuum of careCo-location of independent living units, serviced apartments and aged care beds within the same village, alongside a broad range of aged-related healthcare and support services,
including home care in some villages
DAPDaily accommodation payment
DMFDeferred management fee
Free cash flow (non-GAAP)
Free cash flow combines cash flow from existing operations (CFEO) and cash flow from development activity (CFDA), reflecting all operating and development cash flows
FYFinancial year ended 31 March
Gearing (non-GAAP)Net interest-bearing debt / (Net interest-bearing debt + equity), pre IFRS-16
Greenfield landPreviously undeveloped sites
Gross Resale Margin (non-GAAP)The difference between the previous purchase price of an ORA and its new purchase price divided by the new purchase price. Excludes resident incentives, selling costs, suspended
contributions and unit refurbishment costs
ICRInterest coverage ratio
ILUIndependent living unit
Main buildingMain buildings contain care rooms and suites, serviced apartments and a range of village amenities such as a café, library, cinema, pool, gym etc. Some main buildings also contain
independent apartments
Net interest-bearing debtInterest-bearing debt loans and borrowings less cash and cash equivalents. Excludes lease liabilities
Net Tangible Assets Calculated as total assets less intangible assets and deferred tax assets, and less total liabilities
Non-GAAPThis is a non-GAAP measure which does not have a standardised meaning prescribed by GAAP (Generally Accepted Accounting Practice). This non-GAAP measure has been
presented to assist investors in understanding Ryman's performance. It may not be comparable to similar financial information presented by other entities
Normalised gross non-village costsGross non-village costs before costs capitalised and excluding non-operating expenses
RYMAN HEALTHCARE | Bond Presentation
TermDefinition
NZNew Zealand
Operating EBITDAF (non-GAAP)Earnings before interest, tax, depreciation, amortisation and fair value movements, excluding non-operating items
Operating margin (non-GAAP)Operating margin calculated as operating EBITDAF divided by operating revenue (adjusted)
ORAAn occupation right agreement within the meaning of the Retirement Villages Act 2003 (for Villages in New Zealand) or a residence and management contract within the meaning of
the Retirement Villages Act 1986 (Vic) (for Villages in Australia)
Payout balanceGross amounts (inclusive of DMF) paid-out on existing RV units for vacating residents or internal transfers where the unit has not been settled under a new ORA
RADRefundable accommodation deposit
ResalesThe sale of an ORA on an existing unit when a resident departs a unit
ResidentA person who is resident in a Ryman Village in an ILU, SA or care bed
Resident FundProduct tailored for Ryman residents moving from ILU or SA to aged care that enables the transfer of some or all equity to reduce room premium. Only available in New Zealand
RVRetirement village. A retirement village unit includes ILUs and SAs, excludes care beds
SAServiced apartment
Total capexNet investing cash flows per the consolidated statement of cash flows. This includes purchases of investment properties, property, plant and equipment, land, intangible assets,
capitalised interest paid, excluding proceeds from land or asset sales
UnitAny independent living unit or serviced apartment that can be occupied
VillageAny retirement village owned by Ryman (or its subsidiaries) that:
• in New Zealand is registered as a retirement village under the Retirement Villages Act 2003; or
• in Australia is registered as a retirement village under The Retirement Villages Act 1986 (Vic).
Glossary
34
Appendices
---
RYMAN HEALTHCARE LIMITED 1
NZX & ASX RELEASE
Cleansing notice – same class offer of fixed rate,
secured, unsubordinated bonds
8 June 2026
Ryman Healthcare Limited (Ryman) (NZX: RYM) gives notice under clause 20(1)(a) of Schedule 8 of the
Financial Markets Conduct Regulations 2014 (FMC Regulations) that it proposes to make an offer (the
Offer) for the issue of fixed rate, secured, unsubordinated bonds (the Bonds) in reliance upon the
exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).
Except for the interest rate and maturity date, the Bonds will have identical rights, privileges, limitations
and conditions as Ryman’s existing NZ$150,000,000 fixed rate, secured, unsubordinated bonds with an
interest rate of 2.55% per annum maturing on 18 December 2026, which are quoted on the NZX Debt
Market under the ticker code RYM010 (the RYM010 Bonds). The Bonds are therefore of the same class
as the RYM010 Bonds for the purposes of the FMCA and the FMC Regulations.
The RYM010 Bonds have been continuously quoted on the NZX Debt Market over the preceding
3 months and trading has not been suspended for a total of more than five trading days during that
3 month period.
As at the date of this notice, Ryman is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to the RYM010 Bonds; and
(b) its financial reporting obligations (as defined in the FMC Regulations).
As at the date of this notice:
(a) there is no “excluded information” required to be disclosed for the purposes of the FMC
Regulations; and
(b) there is no information that would be required to be disclosed under a continuous disclosure
obligation, or which would be “excluded information” required to be disclosed for the purposes
of the FMC Regulations, if the RYM010 Bonds had had the same interest rate or maturity date as
the Bonds.
ENDS
Authorised by
Morgan Powell
General Counsel
RYMAN HEALTHCARE LIMITED 2
About Ryman
Founded in Christchurch in 1984, Ryman Healthcare is New Zealand’s largest retirement living and aged care
provider, and the leading integrated retirement living and aged care operator in Victoria. Dual listed on the NZX
and ASX, Ryman owns and operates 47 integrated retirement villages across New Zealand and Australia,
providing homes to over 15,500 residents and employing 7,800 dedicated team members.
Ryman’s villages provide a fully integrated continuum of care, bringing together independent living, assisted
living, and aged care services within a single community. This model offers residents choice, continuity, and a
genuine home for life experience as their needs change, while giving families confidence and peace of mind.
Committed to high standards of quality and service, Ryman delivers exceptional living and care experiences
alongside long-term value for residents, families, and shareholders.
Contacts
For investor relations information
Hayden Strickett, Head of Investor Relations
hayden.strickett@rymanhealthcare.com
For media information
Sarah Greig, General Manager Corporate Affairs
and Communications
sarah.greig@rymanhealthcare.com
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.