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
