Cleansing Notice

NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

RYMAN HEALTHCARE LIMITED
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT REGULATIONS 2014

1. Ryman Healthcare Limited (Ryman Healthcare) announced on 15 February 2023 that it intends to undertake a fully underwritten pro-rata 1 for 2.81 accelerated entitlement offer with retail entitlement trading on the Main Board operated by NZX Limited (NZX Main Board) of new fully paid ordinary shares in Ryman Healthcare (New Shares) of the same class as already quoted on the NZX Main Board (Shares) to eligible shareholders in New Zealand, Australia and other selected jurisdictions (the Entitlement Offer), with any New Shares not taken up or attributable to ineligible shareholders being offered to institutional investors through two shortfall bookbuild processes (the Shortfall Bookbuilds) (the Entitlement Offer and the Shortfall Bookbuilds together, the Offer) to raise NZ$902 million.

2. The Offer is being made to investors in New Zealand in reliance upon the exclusion in clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (the FMCA) and in Australia pursuant to the Australian Securities and Investments Commission (ASIC) Instrument 2015/356.

3. This notice is provided under clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 (the Regulations).

4. As at the date of this notice:

(a) Ryman Healthcare is in compliance with the continuous disclosure obligations that apply to it in relation to its ordinary shares;

(b) Ryman Healthcare is in compliance with its financial reporting obligations (as defined in clause 20(5) of Schedule 8 to the Regulations); and

(c) there is no information that is "excluded information" (as defined in clause 20(5) of Schedule 8 to the Regulations) in respect of Ryman Healthcare.

5. The Offer is not expected to have any material effect or consequence on the "control" (as defined in clause 48 of schedule 1 of the FMCA) of Ryman Healthcare.

END

For further information, please contact:
Hayden Strickett, Head of Investor Relations
[email protected]
+64 27 303 1132

Important notice

This communication is not for distribution or release in the United States. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The entitlements and the New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States, except in transactions exempt from, or not subject to, registration under the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United States.

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Announcement PDF