Announcement

GENERAL: OHE: Intention to de-list from NZX and ASX 08:30am 
OHE
21/03/2019 08:30
GENERAL
NOT PRICE SENSITIVE
REL: 0830 HRS Orion Health Group Limited

GENERAL: OHE: Intention to de-list from NZX and ASX

MARKET ANNOUNCEMENT

Intention to de-list from NZX and ASX

Auckland, 21 March 2019 - Orion Health Group Limited (NZX / ASX: OHE) (Orion
Health) announces that it intends to de-list from the NZX Main Board and ASX
after close of market trading on Thursday, 28 March 2019, following Grafton
Health Holdings Limited's (Grafton) notice on Monday, 18 March 2019
exercising its compulsory acquisition rights under Part 7 of the Takeovers
Code. In anticipation of this de-listing, trading in Orion Health's shares
will be suspended on the NZX and ASX after close of market trading on Monday,
25 March 2019.

On Thursday, 21 February 2019, Grafton gave notice to Orion Health (outside
market hours) confirming that it had become the dominant owner of Orion
Health for the purposes of the Takeovers Code. On Monday, 18 March 2019,
Grafton gave notice to NZX, ASX and all outstanding shareholders that it was
exercising its compulsory acquisition rights under Part 7 of the Takeovers
Code. Under these provisions Grafton is permitted to acquire all the
outstanding shares in Orion Health that it does not yet hold. A copy of this
announcement is available at www.nzx.com/companies/OHE/announcements

The proposed timetable for the de-listing is:

Monday, 18 March 2019
Compulsory acquisition notice sent by Grafton to all outstanding shareholders
to compulsorily acquire their shares in Orion Health pursuant to the
Takeovers Code

Monday, 25 March 2019
Last day of trading Orion Health shares on NZX and ASX

After close of market trading on Monday, 25 March 2019
Orion Health's shares will be suspended from trading on the NZX Main Board
and ASX

After close of market trading on Thursday, 28 March 2019
Orion Health will be de-listed from the NZX Main Board and ASX

11:59pm on Monday, 8 April 2019
Deadline for outstanding Orion Health shareholders to return a completed
transfer form under the compulsory acquisition provisions of the Takeovers
Code

11:59pm on Monday, 15 April 2019
Deadline for Grafton completing the compulsory acquisition process

All times and dates referred to above are times and dates in New Zealand,
unless otherwise indicated. These times and dates and the references to them
are subject to change and are indicative only. Orion Health will announce any
amendment to those times and dates.

Orion Health shareholders may continue to trade Orion Health shares on NZX
and ASX until the close of market trading on Monday, 25 March 2019. Orion
Health's shares will be suspended from trading on NZX and ASX after that
time.

Selling to Grafton
Shareholders who return completed transfer forms to Grafton by 8 April 2019
will, in accordance with the Takeovers Code, be sent payment by Grafton
within five working days following Grafton receiving the completed transfer
form.

If shareholders do not return completed transfer forms to Grafton by 8 April
2019, then Grafton is required to, by 15 April 2018:
(a) deliver to Orion Health the consideration of $1.224 per share for all
shares in respect of which a transfer form has not been returned to Grafton;
and
(b) send to Orion Health an instrument of transfer for those shares, executed
on behalf of holders of those shares by Grafton or its agent (as Grafton is
required to do under the Takeovers Code).

Any consideration received by Orion Health under paragraph (a) will be held
by Orion Health in trust for the relevant outstanding Orion Health
shareholders until it is claimed. Outstanding shareholders for whom the
consideration referred to above is paid to Orion Health may claim that
consideration directly from Orion Health.

Shareholders who have not accepted the offer are encouraged to return their
transfer form to Grafton to ensure they are paid as soon as possible.

About Orion Health
Orion Health (NZX / ASX: OHE) is a global health technology company that
provides solutions which enable healthcare to more than 100 million patients
globally. Built on an open platform, Orion Health is a leading provider of
population health management and precision health solutions. The company
employs more than 700 people in 15 countries and is committed to continual
innovation, investing substantially in research and development to cement its
position at the forefront of precision health. For more information visit
www.orionhealth.com

Contact
Alex Mercer
Email alexme@orionhealth.com
Phone +6421 502 112
End CA:00332229 For:OHE Type:GENERAL Time:2019-03-21 08:30:08

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