MET
23/07/2012 12:57
ALLOT
REL: 1257 HRS Metlifecare Limited
ALLOT: MET: Issue of securities to complete merger transactions
23 July 2012
Market Announcements
NZX Limited
Wellington
Issue of securities to complete merger transactions
Metlifecare Limited (NZX:MET) advises that it has issued a total of
39,561,906 fully paid ordinary shares in settlement of the RVNZ share offer,
and the acquisition of Private Life Care Holdings Limited (PLC) and Vision
Senior Living Limited (VSL).
For the purposes of NZSX Listing Rule 7.12.1, Metlifecare confirms the
following details in relation to the share issue:
a Class of security Ordinary Shares (MET)
ISIN NZMETE0001S2
b Number issued 39,561,906
c Nominal value N/A
Issue Price 17,061,906 shares were issued as consideration for
the acquisition of PLC and VSL.
22,500,000 shares were issued at $2.20 per share. These shares were due to
be issued to Retirement Villages New Zealand Limited (RVNZ) as part of the
consideration for the acquisition of PLC. However, RVNZ directed Metlifecare
to issue the shares to subscribers under the bookbuild described in
Metlifecare's simplified disclosure prospectus dated 26 June 2012. The net
issue price was paid RVNZ.
d Payment terms 17,061,906 shares were issued as fully paid in
consideration for the acquisition. 22,500,000 shares were issued on a
delivery versus payment basis to subscribers in the RVNZ sell down.
e Amount paid up Fully paid
f Percentage of class of securities 21.539% (post allotment)
g Reason for issue Shares issued in settlement of the RVNZ sell
down and as part of the acquisition of PLC and VSL
h Authority for issue Directors' resolution, ordinary resolution of
shareholders and Listing Rule 7.3.1
i Terms of issue The Ordinary Shares are issued on the same terms as
existing Ordinary Shares in Metlifecare.
The 17,061,906 shares are subject to a trading restriction for 16 months from
23 July 2012 (i.e. until 23 November 2013) or earlier in certain specific
circumstances.
The 22,500,000 shares are not subject to any trading restriction.
j Number of securities in existence after issue 183,677,115
k Treasury stock N/A
l Date of issue 23 July 2012
Yours faithfully
Andrew Peskett
Company Secretary
cc: Roger Wallis, Chapman Tripp, solicitors to the company
End CA:00225180 For:MET Type:ALLOT Time:2012-07-23 12:57:47
