OHE 0.00% $1.10 orion health group limited

Ann: ALLOT: OHE: Notice of Allotment of Securities

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    					OHE
    26/05/2015 16:42
    ALLOT
    NOT PRICE SENSITIVE
    REL: 1642 HRS Orion Health Group Limited
    
    ALLOT: OHE: Notice of Allotment of Securities
    
    For the purposes of Listing Rules 7.12.1 and 7.12.9 of the NZX Main Board
    Listing Rules, Orion Health Group Limited (OHE) advises that the following
    OHE securities have been issued:
    
    Listing Rule 7.12.1 disclosures
    
    Class of Security:
    (a), (b): Ordinary shares in OHE (Shares)
    (c): Conditional agreement to issue Shares (being "restricted stock
    units")(New RSUs)
    
    ISIN:
    For the Shares, NZOHEE0001S3
    
    Number issued:
    (a), (b): 59,831 Shares (in aggregate)
    (c): 542,555 New RSUs providing for the future issue of up to 542,555  Shares
    
    Nominal value:
    N/A
    
    Issue Price
    (a): Shares issued in recognition of services rendered by the employees for
    nil-cash consideration
    (b): Shares issued upon vesting of restricted stock units granted under the
    Orion Health Long Term Share Incentive Scheme (LTI RSUs), as part of the
    remuneration packages of key employees of OHE. No cash consideration was
    required to be paid for the LTI RSUs to vest under the Orion Health Long Term
    Share Incentive Scheme
    (c): The New RSUs were granted as part of the remuneration packages of key
    employees of OHE.  No cash consideration is required to be paid for the New
    RSUs to vest under the Orion Health Restricted Stock Unit Scheme
    
    Payment terms:
    (a), (b), (c): No cash consideration was required to be paid
    
    Amount paid up:
    (a), (b): Fully paid
    (c): N/A
    
    Principal terms of the Securities:
    (a), (b): Ordinary shares
    (c): The principal terms of the New RSUs are outlined in the attached
    Schedule.
    
    Percentage of the total Class of Securities issued:
    (a), (b): 0.0373% (as a percentage of Shares on issue after this issue to 4
    d.p.)
    (c): 100%.  Further New RSUs may be granted at the discretion of the board of
    OHE
    
    Reason for issue:
    (a), (c): In recognition of services rendered and/or to be rendered by the
    employee
    (b): Shares issued upon vesting of 25,667 LTI RSUs granted under the Orion
    Health Long Term Share Incentive Scheme
    
    Specific authority for issue:
    (a), (b), (c): Directors' resolution.
    
    Terms of issue:
    (a): The Shares issued will be credited as fully paid, and rank in all
    respects equally with the ordinary shares already on issue
    (b): The Shares issued upon vesting of the LTI RSUs granted under the Orion
    Health Long Term Share Incentive Scheme will be credited as fully paid, and
    rank in all respects equally with the ordinary shares already on issue.  The
    LTI RSUs vested as a result of the holders meeting performance hurdles set
    out in the applicable Orion Health Long Term Share Incentive Scheme
    documentation
    (c): The grant of the New RSUs pursuant to the Orion Health Restricted Stock
    Unit Scheme is made as part of the remuneration packages of key employees of
    OHE.  No cash consideration is required to be paid for the New RSUs to vest.
    The New RSUs vest subject to certain performance hurdles set out in the Orion
    Health Restricted Stock Unit scheme documentation
    
    Total number of securities of the Class in existence after the issue:
    (a), (b):  160,617,417 Shares
    (c): 542,555 New RSUs
    
    Treasury stock:
    N/A
    
    Date of issue:
    (a): 26 May 2015
    (b): 26 May 2015
    (c): 26 May 2015
    
    Listing Rule 7.12.9 disclosures
    
    Number of Securities Converted :
    (b)(1): 2,667 LTI RSUs
    (b)(2): 23,000 LTI RSUs
    
    Number of Shares issued:
    (b): 25,667 Shares issued on conversion
    
    Details of dividend conditions :
    N/A. The LTI RSUs had no entitlement to dividends pre-vesting.
    
    Number of Securities of the same Class that remain to be Converted:
    (b)(1): 2,666
    (b)(2): 46,000
    
    Luke Facer
    Group General Counsel and Company Secretary
    
    ORION HEALTH GROUP LIMITED
    
    *****
    
    SCHEDULE
    
    The following summary describes the principal terms of the issue of the New
    RSUs:
    
    (a) each New RSU entitles the holder, upon vesting, to one Share;
    
    (b) no cash consideration is payable by the holder for the grant of the New
    RSUs or the Shares to be issued to the holder on vesting of the New RSUs;
    
    (c) the New RSUs will vest in accordance with the vesting schedules
    determined by OHE;
    
    (d) if the holder does not remain in continuous service with OHE or any of
    its subsidiaries during the relevant performance period, or if the relevant
    performance hurdles are not met, the New RSUs will not vest and they will
    automatically terminate;
    
    (e) Shares issued following vesting of the New RSUs shall be credited as
    fully paid and rank equally in all respects with Shares on issue at the
    relevant date;
    
    (f) the New RSUs are not transferable; and
    
    (g) the holders of the New RSUs will not be entitled to vote at any meeting
    of the shareholders of OHE,
    
    and otherwise on the terms set out in the rules of the Orion Health
    Restricted Stock Unit Scheme and the relevant vesting schedules.
    End CA:00264837 For:OHE    Type:ALLOT      Time:2015-05-26 16:42:27
    				
 
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