Capital Change Notice

Notice of issue of ordinary shares under Oceania’s long term incentive scheme

This notice is given under NZX Listing Rules 3.13.1 and 3.15.2 and relates to the vesting of performance share rights granted under Oceania’s long term incentive scheme (LTI Scheme) 2020 Grant, pursuant to which selected key executives were issued performance share rights which entitle them to receive fully paid ordinary shares in Oceania should certain performance hurdles and vesting criteria be met (Share Rights).

After the vesting of the Share Rights detailed in this notice, all remaining Share Rights issued under the 2020 Grant of the LTI Scheme will lapse, and there will be no further Share Rights on issue under the 2020 Grant of the LTI Scheme. Please see Appendix A for Share Rights on issue under the LTI Scheme.

Section 1: Issuer information
Name of issuer Oceania Healthcare Limited
NZX ticker code OCA
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZOCAE0002SO
Currency NZD

Section 2: Capital change details
Number issued 212,894
Nominal value (if any) N/A
Issue price per security $Nil
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued (calculated on the number of Financial Products of the Class, excluding any Treasury Stock, in existence) 0.0294%
For an issue of Convertible Financial Products or Options, the principal terms of Conversion (for example the Conversion price and Conversion date and the ranking of the Financial Product in relation to other Classes of Financial Product) or the Option (for example, the exercise price and exercise date) Certain of the Share Rights issued under the 2020 Grant pursuant to the LTI Scheme have vested and been exercised and have converted into 212,894 Ordinary Shares.

Each Share Right entitled the holder to receive one Ordinary Share in OCA on vesting and exercise, subject to adjustment for satisfaction of tax obligations of the participants. The exercise price was nil.
The remaining Share Rights under the LTI Scheme 2020 Grant have lapsed and been cancelled.
Reason for issue and specific authority for issue (the reason for change must be identified here) Issue of ordinary shares under the LTI Scheme 2020 Grant as a consequence of the vesting and exercise of Share Rights previously granted to retain and incentivise selected key executives.
Total number of Financial Products of the Class after the issue (excluding Treasury Stock) and the total number of Financial Products of the Class held as Treasury Stock after the issue. 724,101,018 ordinary shares after the issue.
1,200,894 total Share Rights on issue. Details of each tranche of Share Rights on issue are set out in Appendix A to this notice.
In the case of an acquisition of shares, whether those shares are to be held as treasury stock N/A
Specific authority for the issue, acquisition, or redemption, including a reference to the rule pursuant to which the issue, acquisition, or redemption is made Board resolutions dated 15 September 2020 and 5 November 2020 and Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (for example: restrictions, escrow arrangements) Terms of the LTI Scheme. The issued shares rank equally with the other fully paid ordinary shares on issue.
Date of issue 28/06/2023

Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Anna Thorburn
Contact person for this announcement Anna Thorburn
Contact phone number 09 361 0350
Contact email address [email protected]
Date of release through MAP 29/06/2023


 
APPENDIX A
SHARE RIGHTS ON ISSUE

Tranche Hurdle Number Commencement Date Measurement Date Vesting Date
2022TSR2 TSR 475,446 1 April 2022 31 March 2024 31 March 2025
2022TSR3 TSR 475,448 1 April 2022 31 March 2025 31 March 2025
2021TSR3 TSR 125,000 1 April 2021 31 March 2024 31 March 2024
2021UEPS1 UEPS 125,000* 1 April 2021 31 March 2022 31 March 2024
2021UEPS3 UEPS 125,000 1 April 2023 31 March 2024 31 March 2024
Total: 1,200,894

*The performance hurdle has been met for the Share Rights in this tranche.

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Announcement PDF