Radius announces up to $50m equity raising to fund growth.

NZX RELEASE NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 8 July 2021 Radius Care announces equity raising of up to $50 million to fund strategic growth initiatives. Radius Residential Care Limited (NZX: RAD) (Radius Care) today announced its plans to raise up to $50 million (Equity Raise) to fund strategic growth initiatives. Radius Care is purchasing the land and buildings of four strategically important aged care facilities operated (but not owned) by Radius Care. The purchase of these facilities: o increases Radius Care's brownfield development pipeline; and o gives Radius Care ownership of the aged care facilities adjacent to two co-located retirement villages that it owns and operates. The purchase of these facilities will be funded by a fully underwritten $23 million placement of new shares (with the ability to accept up to an additional $7 million of oversubscriptions at Radius Care's discretion on a non-underwritten basis) (Placement) and $10 million of Radius Care shares issued to Ohaupo Holdings Limited (the vendor of those facilities) or its nominee/s (Ohaupo Share Issue). Shares issued under the Ohaupo Share Issue will be escrowed for a period of 12 months. Any proceeds of the Placement not used to fund the Ohaupo acquisition (and related transaction costs) will be used to reduce debt. In addition, Radius Care is also undertaking a non-underwritten retail offer (Retail Offer) of up to $5 million of Radius Care shares with the ability to accept oversubscriptions of up to $5 million of Radius Care shares for debt repayment to create further headroom for potential future strategic growth initiatives. The Placement price will be set via a bookbuild process today, subject to an underwritten floor price of $0.50 per Radius Care share. The issue of shares under the Placement, the Ohaupo Share Issue and the Retail Offer will all be undertaken at the same price (being the Placement price) and in each case is subject to Radius Care shareholder approval, which will be sought at a special meeting of shareholders to be held at 10:30am Friday, 23 July 2021 (Special Shareholder Meeting). Radius Care overview and strategy Radius Care provides a full range of accommodation and care options from retirement village to rest home care and right through to high acuity and specialist care (being hospital, dementia, psychogeriatric, physical and intellectual care). As outlined in its December 2020 Listing Profile, Radius Care's listing on the NZX Main Board was the first step in the next stage of its growth, providing an enhanced ability to access capital to fund growth initiatives as and when specific opportunities arise. Radius Care outlined a clear growth strategy to: o purchase strategically important facilities already operated (but not owned) by Radius Care, providing greater control to undertake value enhancing initiatives, particularly brownfield development; o leverage its strong brownfield development capabilities to undertake value accretive facility extensions and reconfigurations; o leverage its strong greenfield development capabilities, but shifting to a model where Radius Care not only operates the new facilities but also funds the development and retains ownership of the land and buildings; and o continue its successful track record of undertaking opportunistic acquisitions of attractive aged care facilities and retirement villages, again moving to a model where Radius Care both operates and owns the acquired facilities and villages. Brien Cree, Radius Care's Executive Chairman, said: "We are pleased to demonstrate strong progress against our strategy that we communicated to the market in our December 2020 Listing Profile, with this capital raising providing the funds for attractive value enhancing growth initiatives." Proceeds from the Equity Raise The up to $50 million capital raising will be used to fund: o $31.4 million for the purchase of the land and buildings at four strategically important leased facilities from one of Radius Care's largest landlords, Ohaupo Holdings Limited (Ohaupo Holdings), totalling 277 existing care beds. The purchase price represents a 2.3% discount to the April 2020 independent valuation. This transaction also adds an additional 20 care beds to the brownfield development pipeline and brings 20 care beds of brownfield development previously identified under Radius Care's ownership and control; and o up to $17 million for debt repayment to provide additional financial flexibility and headroom for future growth initiatives; and o transaction costs associated with the acquisition and capital raising. Details of the Equity Raise The Equity Raise of up to $50 million comprises: o an underwritten Placement of $23 million (with the ability for Radius Care to accept oversubscriptions of up to an additional $7 million at its discretion on a non-underwritten basis); o a non-underwritten Retail Offer of up to $5 million (with the ability for Radius Care to accept oversubscriptions of up to $5 million); and o $10 million of Radius Care shares to be issued to Ohaupo Holdings (or its nominee/s) - the vendor of the land and buildings of the four leased facilities being purchased. The Placement will be conducted today through a bookbuild in which institutional and other select investors in New Zealand, Australia, Hong Kong and Singapore will be invited to participate. A trading halt has been granted by NZX to facilitate the Placement. The Placement price will be set via the bookbuild process today, subject to an underwritten floor price of $0.50 per Radius Care share. The issue price of all Radius Care shares under the Equity Raise (comprising the Placement, Retail Offer and Ohaupo Share Issue) will be the same as the Placement price. This underwritten floor price for the Placement represents a discount of 44.3% to the 5-day VWAP of $0.8969 (up to and including 7 July 2021) and a discount to the theoretical post raise price of $0.7553 of $33.8% based on the last close price of $0.90 on Wednesday, 7 July 2021 and the underwritten floor price of $0.50 (and assuming a raise of $50 million). Radius Care intends to make the Retail Offer available to existing shareholders with a registered address in New Zealand, or with a registered address in Australia who Radius Care considers to be a sophisticated or professional investor under Australian law, at 5pm on Tuesday, 20 July 2021 (Eligible Shareholders) . There will be no maximum application amount applying to Eligible Shareholders' participation in the Retail Offer, however in the event that applications under the Retail Offer exceed the Retail Offer size, Radius Care will have the right, at its discretion, to scale applications. Any such scaling will: o first be on a proportionate basis to a level that allows all Eligible Shareholders to maintain their proportionate shareholding in Radius Care as at 5pm on 20 July 2021. For this purpose, any Eligible Shareholder participating in the Retail Offer who is also a limited partner of either Knox Fund IV NZD LP or Knox Fund IV AUD LP will be deemed to hold, in addition to their own shareholding, such proportion of the shares held by that Knox Fund at 5pm on 20 July 2021 as is equivalent to the proportion that that Eligible Shareholder's limited partner interest in that Knox Fund represents of the total limited partner interests in that Knox Fund of all Eligible Shareholders participating in the Retail Offer; and o thereafter, be at the discretion of Radius Care, having regard to the amount the relevant Eligible Shareholder's application represents of the total application amounts received under the Retail Offer. The Retail Offer has been designed so that Eligible Shareholders have the ability to not only preserve, but also potentially increase, their current relative shareholding if they choose to participate. In addition, as the record date for the Retail Offer occurs following this announcement, it also provides the opportunity for non-shareholders of Radius Care to purchase shares on the market prior to the record date to be eligible to participate in the Retail Offer. A Retail Offer document, together with an application form, will be available to Eligible Shareholders on 26 July 2021 and will be available on the website to be established for the Retail Offer on the same day. The closing date for applications by Eligible Shareholders under the Retail Offer is 9 August 2021. The new shares to be issued under the Placement, Retail Offer and Ohaupo Share Issue will, from issue, rank equally in all respects with Radius Care's existing ordinary shares. Shareholder approval and Special Shareholder Meeting The issue of shares under each of the Placement, Ohaupo Share Issue and the Retail Offer is subject to shareholder approval. Radius Care will hold a special shareholder meeting to approve these issues of shares via three separate resolutions. The three resolutions are interdependent (i.e. they all must pass for the purchase of the four facilities and the Equity Raise to Proceed). The resolutions are summarised below: Resolution Resolution 1 - To approve the issue of $10 million of Radius Care shares at the Placement price to Ohaupo Holdings (or its nominee/s) and Ohaupo Holdings and its associated persons are not permitted to vote in favour of this resolution. Resolution 2 - To approve the issue of up to $30 million of Radius Care shares at the Placement price to investors under the Placement and participants in the Placement and their associated persons are not permitted to vote in favour of this resolution. Resolution 3 - To approve the issue of up to $10 million of Radius Care shares at the Placement price to Eligible Shareholders under the Retail Offer and all Eligible Shareholders and their associated persons are not permitted to vote in favour of this resolution Each of the resolutions must be passed by an ordinary resolution of Radius Care shareholders, i.e. by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution. Wave Rider Holdings Limited holds 54% of Radius Care shares on issue and will be entitled to vote, and has informed Radius Care that it intends to vote, in favour of all three resolutions. This would carry all three resolutions required. Key dates (all references to time are to New Zealand time) Placement and Date o Trading halt commences and bookbuild undertaken Thursday, 8 July 2021. o Announcement of results of Placement and trading halt lifted Expected to be by 10:00am Friday, 9 July 2021 o Special Shareholder Meeting to approve the issue of shares under the Placement 10:30am Friday, 23 July 2021 o Placement shares settled and allotted (with prior election by each investor) and commence trading on NZX Tuesday, 27 July 2021 or Tuesday, 3 August 2021 Retail Offer and Date o Record Date 5:00pm Tuesday, 20 July 2021 o Special Shareholder Meeting to approve the issue of shares under the Retail Offer 10:30am Friday, 23 July 2021 o Offer Document expected to be available Monday, 26 July 2021 o Retail Offer opens Monday, 26 July 2021 o Retail Offer closes 5:00pm Monday, 9 August 2021 o Announcement of results of Retail Offer Friday, 13 August 2021 o Settlement and allotment of Retail Offer shares and commencement of trading on NZX Friday, 13 August 2021 Ohaupo facilities purchase and Ohaupo Share Issue and Date oSpecial Shareholder Meeting to approve the issue of shares under the Ohaupo Share Issue 10:30am Friday, 23 July 2021 oSettlement of purchase of land and buildings of four properties from Ohaupo Holdings Thursday, 5 August 2021 oAllotment of Ohaupo Share Issue shares and commencement of trading on NZX Thursday, 5 August 2021. Special Shareholder Meeting and Date o Notice of meeting dispatched to shareholders Thursday, 8 July 2021 o Voting record date for Special Shareholder Meeting 5:00pm Tuesday, 20 July 2021 o Special Shareholder Meeting 10:30am Friday, 23 July 2021 Additional information A conference call will be held at 11:00am on Thursday 8 July 2021 regarding the Equity Raise. The dial-in details for the call are set out below. Additional information regarding the Equity Raise is contained in the Investor Presentation accompanying this announcement. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the Equity Raise. Nothing contained in this announcement constitutes investment, legal, tax or other advice. Investors are encouraged to seek appropriate professional advice before making any investment decision. -ends- CONTACT DETAILS For further information, please contact: Stuart Bilbrough Chief Executive Officer Phone: +64 21 252 5778 Email: Stuart.Bilbrough@radiuscare.co.nz CONFERENCE CALL DETAILS To join the conference call either: 1. Pre-register at https://s1.c-conf.com/diamondpass/10015069-i37s64.html, OR 2. Dial into one of the numbers below at least five minutes prior to the scheduled call time and advise the operator you are calling to join the Radius Care call. The conference code is 10015069. Dial-in Number: Location Phone Number New Zealand 09 929 1687 Australia 1800 809 971 International +61 7 3145 4010 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES This announcement does not constitute an offer of securities in any place outside New Zealand. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any shares in the United States or in any jurisdiction in which such an offer would be illegal. The offer and sale of the shares referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States and accordingly, such shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States). You must not send copies of this announcement or any other material relating to the Retail Offer to any person in the United States or elsewhere outside New Zealand. End CA:00375288 For:RAD Type:OFFER Time:2021-07-08 09:28:16