Ryman announces opening of Retail Offer

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

21 February 2023

Ryman announces opening of Retail Entitlement Offer

On 15 February 2023, Ryman announced it was raising $902 million through a 1 for
2.81 accelerated pro rata entitlement offer of new ordinary shares (New Shares),
with trading of retail entitlements on the NZX (the Offer).

The purpose of the Offer is to reset Ryman’s capital structure, provide funds to
strengthen its balance sheet through the repayment of debt and better enable the
company to execute its growth framework.

Having successfully completed the institutional component of the Offer last Friday, 17
February 2023, raising $542 million (subject to final reconciliation of institutional
entitlements), Ryman is now pleased to invite eligible retail shareholders to participate
in the retail component of the Offer (Retail Entitlement Offer) from today until
5:00pm NZDT on Monday, 6 March 2023.

Under the Retail Entitlement Offer, eligible retail shareholders are now being invited
to subscribe for New Shares at an Offer Price of $5.00, which represents a 17.1%
discount to the theoretical ex-rights price.
1


Eligible retail shareholders have a number of options under the Retail Entitlement
Offer, as follows:
•

Elect to subscribe for all or part of their pro rata entitlements from 9:00am
today until 5:00pm on the Retail Entitlement Offer close date of Monday, 6
March 2023
•

Those who elect to subscribe for all of their entitlements can also apply to
subscribe for additional New Shares in the retail shortfall bookbuild
•

Sell or transfer all or some of their retail entitlements – retail entitlements
began trading on the NZX yesterday and will continue to trade until Tuesday,
28 February 2023

1
TERP is a theoretical calculation only and the actual price at which Ryman shares trade on the NZX
immediately after the ex date for the Entitlement Offer will depend on many factors and may not be
equal to TERP.

•

Do nothing and let new shares attributable to their retail entitlements be
offered for sale through the retail shortfall bookbuild

Further details on the Retail Entitlement Offer and the retail shortfall bookbuild,
including key dates and how to apply, are set out in the Offer Document, which is
available to eligible retail shareholders at https://ryman.capitalraise.co.nz.

The Offer Document should be read in conjunction with the Investor Presentation and
Ryman's other market releases which are available at www.nzx.com under the ticker
code “RYM” and contain important information about Ryman and risks associated with
an investment in Ryman. Eligible retail shareholders and other eligible investors are
encouraged to read that information carefully. If in any doubt about whether or not
to apply for New Shares, you should consult with a financial or other professional
advisor.





About Ryman:
Ryman Healthcare was founded in Christchurch in 1984 and owns and operates 45
retirement villages in New Zealand and Australia. Ryman villages are home to
approximately 13,700 residents, and the company employs approximately 6,800 staff.

Contacts:

Investor queries:

Hayden Strickett, Head of Investor Relations,
+64 27 303 1132 or hayden.strickett@rymanhealthcare.com

Media queries: Marsha Cadman, Chief Sales and Marketing Officer
+61 414 790 480 or marsha.cadman@rymanhealthcare.com

Important Notice
The details in this announcement provide general information only. It is not intended as investment,
legal, tax or financial advice or recommendation to any person and must not be relied on as such. You
should obtain independent professional advice prior to making any decision relating to your investment
or financial needs.
No product disclosure statement or prospectus has been prepared in respect of the Offer. A
presentation titled "Capital structure and Entitlement offer investor presentation" providing further
important information in relation to Ryman and the Offer was published by Ryman on 15 February 2023
(the Investor Presentation). A copy of the Investor Presentation is available at www.nzx.com under the
ticker code "RYM". The Investor Presentation includes details of the rationale for the Offer. It also
provides a trading update and explains in more detail the expected impact of the Offer, including a non-
exhaustive summary of certain key risks associated with Ryman and the Offer. You should read the
Investor Presentation in full, as it contains important information to assist you in making an investment
decision in respect of the Offer. In particular, you should read and consider Appendix 2 of the Investor
Presentation ("Key Risks") before making an investment decision. Ryman is subject to continuous
disclosure obligations under the NZX Listing Rules which require it to notify certain material
information to NZX. Market releases by Ryman are available at www.nzx.com under the ticker code
"RYM". Ryman recommends that you read its market releases lodged with NZX.
All references to $ are to New Zealand dollars unless otherwise indicated.
This announcement contains certain forward-looking statements such as indications of, and guidance on,
future earnings and financial position and performance. Forward-looking statements can generally be
identified by use of words such as 'approximate', 'project', 'foresee', 'plan', 'target', 'seek', 'expect', 'aim',
'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will', 'objective', 'assume', 'guidance', 'outlook' or
similar expressions. This also includes statements regarding the timetable, conduct and outcome of the
Offer and the use of proceeds thereof, statements about the plans, targets, objectives and strategies of
Ryman and statements about the future performance of and outlook for, Ryman's business, including the
Company's development pipeline, the Company's guidance and outlook for FY24 and statements in
respect of the Company's outstanding debt. Any indications of, or guidance or outlook on, future
earnings or financial position or performance and future distributions are also forward-looking
statements. All such forward-looking statements involve known and unknown risks, significant
uncertainties, judgements, assumptions, contingencies, and other factors, many of which are outside the
control of Ryman, are difficult to predict, and which may cause the actual results or performance of
Ryman to be materially different from any future results or performance expressed or implied by such
forward-looking statements
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 (to the
extent such person is acting for the account or benefit of a person in the United States). Under the
Retail Entitlement Offer, the Entitlements may only be exercised, and the New Shares may only be
offered and sold outside the United States, in “offshore transactions” (as defined in Rule 902(h) under
the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.