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Dear Ryman Shareholder,
On behalf of the Board of Ryman Healthcare Limited (Ryman), it is my pleasure to invite all Eligible Shareholders to participate in the non-renounceable entitlement offer of new fully paid shares in Ryman at the Offer Price of NZ$3.05 per New Share (the Entitlement Offer). The Entitlement Offer is being conducted in conjunction with a placement of New Shares to Institutional Investors (Placement) to raise, in aggregate, approximately NZ$1 billion (together, the Offer).
Last year we made purposeful changes to the Board, management and governance and at the same time made significant progress on our business improvement programme as we changed our pricing model and moved to a functional (“one Ryman”) organisational structure.
However, the continuation of challenging market conditions in New Zealand and Victoria and the uncertainty as to how long these will prevail, has meant the Board has deemed it prudent to decisively reset the company's balance sheet through an equity raise.
The purpose of the raise is to enhance Ryman’s financial position in the current market and provide the platform to achieve improved performance and value for Shareholders as market conditions recover.
Your Board believes we have a strong foundation for Shareholder value creation. Ryman has an industry-leading reputation thanks to our caring and committed team members who support residents at our 49 villages, of which 22 which have opened in the past 10 years. We believe that our continuum of care model is a competitive advantage and uniquely positions Ryman to meet the increasing demand for aged care in New Zealand and Australia, which is growing rapidly ahead of the supply of new beds.
The Board is committed to improving Ryman's financial performance, whilst continuing to deliver Ryman's purpose-driven care and exceptional experiences for our residents, and this equity raise will support us in doing this.
Reflecting their commitment to Ryman, I am pleased to confirm that all directors of Ryman intend to take up their Entitlements in full under the Entitlement Offer and Naomi James, CEO, intends to participate in the Offer.
Following the raise, we are intending to seek a secondary listing on the ASX, with a view to broadening the Shareholder base and improving liquidity. Any ASX listing would only occur after the Entitlement Offer.
Details of the Entitlement Offer
Under the Entitlement Offer, if you are an Eligible Shareholder you have the opportunity to subscribe for 1 New Share at an Offer Price of NZ$3.05 for every 3.05 Existing Shares at 5.00pm (NZDT) on Tuesday, 25 February 2025.
The Offer Price of NZ$3.05 represents:
and is the same price at which New Shares are to be issued to institutions under the Institutional Entitlement Offer and the Placement.
You can choose to take up your Entitlements in full, in part, or not at all. In addition, if you take up your Entitlements in full you may apply for additional New Shares (up to a maximum amount equal to 75% of your Entitlement) not taken up as part of the Retail Entitlement Offer.
You will receive no value for Entitlements that you have not taken up. Under the Entitlement Offer, there will be no trading of Entitlements or any shortfall bookbuild of New Shares not taken up. If a Shareholder does not participate in either the Placement or the Entitlement Offer, their shareholding will be diluted by approximately 32%.
The Offer is fully underwritten by Craigs Investment Partners Limited, Forsyth Barr Group Limited and Jarden Partners Limited.
How to apply
To participate in the Retail Entitlement Offer, you must apply and pay for your New Shares before 5.00pm (NZDT) on Monday, 10 March 2025. You can apply and pay via the Offer Website at ryman.capitalraise.co.nz.
Further information about how to apply is set out in Part 3: Actions to be taken by Eligible Shareholders of the Offer Document. If you have a relationship with an NZX Firm, you may also participate in the Placement through that firm if it has been invited to participate in the Placement.
Seek professional advice and read information carefully before you invest
The Offer Document contains important information about the Entitlement Offer. We encourage you to read it carefully and in full, and seek investment advice from a suitably qualified professional adviser before you consider investing in New Shares. If you have any questions about the Offer, you should raise those questions with your professional adviser.
We also encourage you to read through all of Ryman's recent announcements, particularly the Investor Presentation and other materials released on Monday, 24 February 2025 at www.nzx.com under the ticker code "RYM". In particular, you should read and consider Appendix 3 of the Investor Presentation ("Key Risks") for a non-exhaustive summary of certain key risks associated with Ryman and the Offer, before making an investment decision. You can also access information, including the Investor Presentation and announcements regarding the Entitlement Offer on the following website at ryman.capitalraise.co.nz.
If you have any questions about the process for participating in the Entitlement Offer, please email applications.nz@cm.mpms.mufg.com or call the Ryman Investor Information Line on 0800 333 974 (toll free within New Zealand) or +64 9 375 5998 from 8.30am to 5.00pm (NZDT) Monday to Friday (excluding public holidays), or contact your broker or your financial, investment or other professional adviser.
On behalf of the Board, thank you for your continued support, and we welcome your consideration of, and participation in, the Entitlement Offer.
Yours sincerely,
Dean Hamilton
Chair
Ryman Healthcare Limited
1 Theoretical Ex-Rights Price (TERP) is the theoretical price at which Ryman ordinary shares would trade immediately after the ex-rights date for the Entitlement Offer. TERP is calculated with reference to Ryman's closing share price of NZ$4.31 on NZX on Friday, 21 February 2025 (being the last trading day before the Offer was announced) and includes all New Shares issued under the Placement and Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Ryman's ordinary shares will trade immediately after the ex-rights date for the Offer will depend on many factors and may not be equal to TERP.