HEALIUS LIMITED — Capital/Financing Update 2018

Sep 13, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

PRIMARY HEALTH CARE LIMITED

ABN

24 064 530 516

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Fully paid ordinary shares (“ Shares ”). be issued

• See chapter 19 for defined terms.

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2 Number of[+] securities issued or 100,182,944 Shares issued pursuant to the to be issued (if known) or accelerated non‐renounceable pro rata maximum number which may entitlement offer as detailed in the ASX be issued announcement dated 20 August 2018 (“ Entitlement Offer ”). This total comprises:  37,692,926 Shares issued pursuant to the retail component of the Entitlement Offer; and  62,490,018 Shares issued pursuant to the institutional component of the Entitlement Offer. This Appendix 3B updates the approximate number of ordinary shares to be issued under the Entitlement Offer as detailed in the Appendix 3Bs issued on 20 August 2018 and 28 August 2018.

• 3 Principal terms of the Fully paid ordinary shares issued for cash +securities (e.g. if options, consideration. exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

4 Do the[+] securities rank equally From the issue date, the Shares will rank in all respects from the[+] issue equally in all respects with the existing fully date with an existing[+] class of paid ordinary shares in Primary currently on quoted[+] securities? issue. However, the Shares will not be entitled to the FY2018 final dividend. If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $2.50 per Share 6 Purpose of the issue The purpose of the Offer is to fund strategic (If issued as consideration for growth initiatives and an acquisition, as the acquisition of assets, clearly disclosed in the Announcements to ASX identify those assets) dated 20 August 2018 and 10 September 2018. 6a Is the entity an[+] eligible entity No. that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued N/A with security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	N/A
	N/A
	N/A
	N/A
	N/A
	The issue date for Shares under the institutional component of the Entitlement Offer was 29 August 2018. The issue date for Shares under the retail component of the Entitlement Offer is 14 September 2018.

• 8 Number and +class of all +securities quoted on ASX ( including the +securities in section 2 if applicable)

• 9 Number and +class of all +securities not quoted on ASX ( including the +securities in section 2 if applicable)

	Number	Number	+Class
	622,104,554		Fully paid ordinary shares
	Number	+Class
	477,500– 150,000 (lapsed/expired)	Options
	327,500	Total current unlisted Options
	92,728 126,907 131,190	FY16 Employee Service Rights vesting after 30.06.2018 (subject to plan rules) FY17 Employee Service Rights vesting after 30.06.2018 (subject to plan rules) FY17 Employee Service Rights vesting after 01.09.2019 (subject to plan rules)
	350,825	Total current unlisted Employee Service Rights
	2,294,896 2,762,960	FY16 Employee Performance Rights vesting after 01.09.2019 (subject to plan rules) FY17 Employee Performance Rights vesting after 30.06.2020 (subject toplan rules)
	5,057,856	Total current unlisted Employee Performance Rights

10 Dividend policy (in the case of a The Shares issued under the Entitlement trust, distribution policy) on the Offer will not participate in the FY18 full increased capital (interests) year dividend, but will be entitled to distributions for any future period.

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	No.
	Non‐renounceable.
	1 new Share for every 5.21 Shares held at the record date
	Fully paid ordinary shares.
	7.00pm (Sydney time) on 22 August 2018.
	No.
	Where fractions arose in the calculation of shareholders’ entitlements under the Entitlement Offer, they were rounded up to the nearest whole number.
	For the retail component of the Entitlement Offer, all countries other than Australia and New Zealand. For the institutional component of the Entitlement Offer, all countries other than Australia, New Zealand, Canada (Quebec, Ontario and British Columbia), China, Denmark, France, Germany, Hong Kong, Ireland, Italy, Luxembourg, Netherlands, Norway, Singapore, Spain, Sweden, Switzerland, the United Kingdom and Virgin Islands.
	The institutional component of the Entitlement Offer closed on 21 August 2018. The retail component of the Entitlement Offer closed on7September 2018.

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	Morgan Stanley Australia Securities Limited UBS AG,Australia Branch
	Primary has agreed to pay each Underwriter an equal proportion of the following fees:  an underwriting fee of 1.45% of the Institutional Entitlement Offer component;  an underwriting fee of 1.45% of the Retail Entitlement Offer component; and  a management and selling fee of 0.4% of the Institutional Entitlement Offer component;  a management and selling fee of 0.4% of the Retail Entitlement Offer component; and  at the absolute discretion of Primary, an incentive fee of up to 0.2% of the aggregate of the Institutional Offer and Retail Offer components.
	N/A
	N/A
	N/A
	N/A
	No prospectus was produced. A Retail Offer Booklet and Entitlement and Acceptance Form was sent to eligible retail shareholders on 27 August 2018. An investor presentation dated 20 August 2018 has beenprovided to the ASX.

• See chapter 19 for defined terms.

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27 If the entity has issued options, N/A and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if N/A applicable) 29 Date rights trading will end (if N/A applicable) 30 How do security holders sell N/A their entitlements in full through a broker? 31 How do security holders sell part N/A of their entitlements through a broker and accept for the balance? 32 How do security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Issue date The issue date for Shares under the institutional component of the Entitlement Offer was 29 August 2018. The issue date for Shares under the retail component of the Entitlement Offer is 14 September 2018.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the +securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ................................................... Date: 14 September 2018 Company secretary

Print name: CHARLES TILLEY

== == == == ==

• See chapter 19 for defined terms.

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