Summerset Group Holdings Limited logo

Financial Results for the Year Ended 31 December 2016

Full Year Results22 February 2017SUMHealthcare

Summerset Group Holdings Limited
Level 20, Majestic Centre, 100 Willis St, Wellington

PO Box 5187, Wellington 6140

Phone: 04 894 7320 | Fax: 04 894 7319

Website: www.summerset.co.nz



NZX & ASX RELEASE


23 February 2017



SUMMERSET ACHIEVES 50% GROWTH IN UNDERLYING PROFIT




 Underlying profit for FY16 of NZ$56.6 million, up 50% on FY15

 Net profit after tax of NZ$145.5 million, up 73% on FY15

 NZ$200 million invested into new and existing villages

 Total assets of NZ$1.7 billion, up 25% on FY15

 658 total sales of occupation rights, up 14% on FY15

 414 new sales of occupation rights, up 24% on FY15

 409 new retirement units delivered, up 35% on FY15

 Final dividend of NZ 5.1 cents per share

 Development margin of 22.2%, up from 20.0% for FY15

 FY17 build rate target increased to 450 retirement units, up from 400 for FY16



Summerset Group Holdings Limited has announced an underlying profit of $56.6 million for the

year ending 31 December 2016, up 50% on the previous year. Annual growth in underlying

profit has averaged 48% in the five years since listing in November 2011.


The result indicates the continued growth being experienced by the retirement village developer

and operator as it expands its offering throughout New Zealand.


Net profit after tax, which includes unrealised valuation gains in the fair value of investment

properties, was up 73% for FY16 at NZ$145.5 million, driven by new retirement units built and

good demand across all of Summerset’s villages. Summerset’s total asset value increased by

25% to NZ$1.7 billion. The development margin on new retirement units also increased to

22.2%, up from 20% for FY15.


Summerset CEO Julian Cook said the company now has more than 4,200 residents living at its

21 villages, 700 more than a year ago. “During 2016 we accomplished a number of milestones,

including 658 new sales and resales of occupation rights, a 14% increase on the year before,

and it is the sixth year in a row that we have increased our occupation rights sales. We also now

have more than 1,000 staff across the country, up 200 on the same time last year.


“The delivery of a record 409 retirement units across the country was in line with our FY16 build

rate target of 400. We have increased our target build rate to around 450 new units in 2017. We

also delivered 121 care beds in 2016, bringing the number of care beds across our villages to

748.”


At the end of 2016, Summerset’s total land bank represented 2,609 retirement units and 366

care beds – a total of around six years’ supply.



The company reinvested NZ$200 million into new and existing villages in 2016, which included

extending the recreation areas at Wanganui and Hastings and starting construction on a new

recreation centre at Levin and village centre at Trentham.


In May, the company opened the village centre at Summerset at Monterey Park in Hobsonville,

while the opening of the care centre and village centre at its first Christchurch retirement village

in Wigram was celebrated in September.


“Christchurch was a visible gap in our development portfolio. It is great to be able to ease the

pressure for quality affordable housing in Canterbury,” said Mr Cook.


“A significant milestone for us in 2016 was the opening of our first dementia centre at

Summerset by the Ranges in Levin. It provides rest home level dementia care in a safe, homely

environment, modelled on international design standards. It is the first New Zealand dementia

centre to offer one bedroom apartments, giving residents the option to have a larger home

instead of a care room if they prefer. We intend to incorporate dementia care into our new

villages, with the next centre likely to be at our Casebrook village in Christchurch.”


The first residents moved into their homes at Summerset’s fourth Auckland village in Ellerslie

during October. This village will feature a lake with an island and apartments with views to

central Auckland.


“Like all our villages, the development of our latest Auckland offering is focused on good urban

design to create an attractive environment and community that people are proud to be part of.

We are on track to complete the Ellerslie village centre and care centre in mid-2017.”


Planning for Summerset’s other Auckland villages in St Johns and Parnell, and Boulcott in Lower

Hutt continue to progress. The company also purchased two new development sites in

Richmond, Nelson and the Hamilton suburb of Rototuna in 2016, bringing the total number of

Summerset sites to 27. Summerset already has existing villages in these areas, which have

strong demand for retirement village living.


Summerset’s annual resident and care satisfaction surveys are a key test of how residents living

both independently and in rest home level care perceive the service they receive. This year,

performance was rated at 94% by both care and independent living residents. Mr Cook said the

company is proud of these results. “But we continue to focus on doing even better this year.”

Summerset was also delighted to receive a Highly Commended award in the Aged Care and

Retirement Villages category of the annual Reader’s Digest Trust Brand awards.


Some changes were made to the Board of Directors in 2016. Following the retirement of director

Norah Barlow early in the year, Gráinne Troute was appointed to the Board in September. Dr

Andrew Wong will also join the Board from 1 March 2017.


Andrew and Gráinne’s appointments bring the Board of Directors to six members. Both Gráinne

and Andrew bring to the Board a strong mix of experience and skills. Gráinne has held senior

management roles at SKYCITY Entertainment Group, McDonalds and Coopers & Lybrand and

has experience in operating customer-focused businesses in highly competitive sectors. Andrew

is currently Managing Director of MercyAscot Hospital Group and HealthCare Holdings Limited,

and is a director of a number of medical organisations.


Mr Cook said Summerset’s robust sales and profit during FY16 can largely be attributed to

strong demand for its existing and new villages.


“As one of the country’s largest retirement village developers and operators, we have

established an offering that sees us develop new villages efficiently and operate them well. Our



focus for FY17 will be on continuing to grow Summerset as well as continuing to refine and

improve our customer offering. This should mean continued earnings growth for shareholders.


“Our sales and settlement rates are strong across the country, including Auckland, and we are

seeing no slow down. However, we are well aware that the property market does move in

cycles. Ultimately, demand for our villages is driven by the increased number of older New

Zealanders and what we offer them. Since 1997, when we opened our first retirement village,

Summerset has seen two property market downturns and during each, demand in our villages

remained consistent.


“We also guard ourselves against a downturn by adopting a prudent approach to debt levels. All

our debt relates to development projects and we carry no debt that must be serviced from our

core earnings. At the end of FY16, the value of our development working capital, being land,

work in progress and completed homes awaiting settlement, totalled NZ$307 million, compared

to net outstanding debt of NZ$265 million. Additionally, over the year our gearing reduced to

32.7% from 37.1% at December 2015. This conservative approach to how much debt we take

on and the demand for retirement village living puts us in good shape in the event of a property

downturn.”


Summerset announced a final 2016 dividend of NZ 5.1 cents per share, a total dividend payment

of NZ 7.7 cents per share for the year. This is an increase of NZ 2.45 cents per share on the

total dividend paid in the previous year. The dividend reinvestment plan will apply to the

dividend, with a discount of 2% applicable to those shareholders participating in the plan.



ENDS


For investor relations enquiries: For media enquiries:

Scott Scoullar Michelle Brooker

Chief Financial Officer Senior Communications Advisor

scott.scoullar@summerset.co.nz michelle.brooker@summerset.co.nz

04 894 7320 or 029 894 7317 04 830 1106 or 021 225 9624





ABOUT SUMMERSET

 Summerset is one of the leading operators and developers of retirement villages in New

Zealand, with 21 villages across the country. In addition, Summerset has six sites for

development in Richmond, Rototuna, Casebrook, Lower Hutt, St Johns and Parnell,

bringing the total number of sites to 27.

 It provides a range of living options and care services to more than 4,200 residents.

 Four-time winner of Retirement Village of the Year and Silver Award winner in the Reader’s

Digest Quality Service Awards 2016.

 The Summerset Group has villages in Aotea, Dunedin, Ellerslie, Hamilton, Hastings,

Havelock North, Hobsonville, Karaka, Katikati, Levin, Manukau, Napier, Nelson, New

Plymouth, Palmerston North, Paraparaumu, Taupo, Trentham, Wanganui, Warkworth and

Wigram.

---

0
29 February 2012

FULL YEAR RESULTS

PRESENTATION

YEAR ENDED 31 DECEMBER 2016

SUMMERSET GROUP HOLDINGS LIMITED

23 February 2017

1
AGENDA

FY16 Result Highlights

2

Business Overview

6

Financial Results

20

Appendix

29

Final Dividend

33

2
FY16 RESULT HIGHLIGHTS

3
FY16 RESULT HIGHLIGHTS

RECORDRETIREMENTUNITDELIVERYANDUNDERLYINGPROFIT

* Percentage movements based on unrounded amounts

** Underlying profit differs from net profit after tax (IFRS). Underlying profit is unaudited. Refer to slide 22 for the definition of underlying profit

FY16 ActualFY15 Actual

FY16 Actual vs. FY15

Actual*

FY14 Actual

O

pe

r

atio

na

l

New sales of occupation rights41433324.3%286

Resales of occupation rights244245-0.4%172

Total sales65857813.8%458

New retirement units delivered40930335.0%261

Fi

na

nci

al


(

N

Z$

m

)

Net operating cash flow192.6140.337.3%110.4

Total assets1,7071,36425.2%1,043.2

Underlying profit**56.637.849.6%24.4

Net profit before tax (IFRS)145.682.875.9%54.0

Net profit after tax (IFRS)145.584.272.7%54.2

4
FY16 RESULT HIGHLIGHTS

ANOTHERRECORDRETIREMENTUNITDELIVERYANDUNDERLYINGPROFIT

■FY16 underlying profit of $56.6m, up 50% on FY15

■FY16 net profit after tax (NZ IFRS) of $145.5m, up 73% on FY15

■New sales 24% higher than FY15 –highest level of sales in a full year

■Resale gain of 18.6%, up from 16.0% in FY15

■Development margin of 22.2%, up from 20.0% in FY15

■Final dividend of 5.1 cents per share declared, bringing total FY16 dividend to 7.7

cents per share, and $17.0m

■Operating cash flow up 37% on FY15

■Total assets of $1.7b, up 25% on FY15

5
FY16 RESULT HIGHLIGHTS

STRONGTRENDSCONTINUEACROSSTHEBUSINESS

$8.1m

$15.2m

$22.2m

$24.4m

$37.8m

$56.6m

$m

$10m

$20m

$30m

$40m

$50m

$60m

FY11FY12FY13FY14FY15FY16

UNDERLYING PROFIT

Underlying profit ($m)

122

160

209

261

303

409

0

50

100

150

200

250

300

350

400

450

FY11FY12FY13FY14FY15FY16

RETIREMENT UNIT DELIVERY

Unit delivery

108

167

228

286

333

414

123

164

174

172

245

244

0

100

200

300

400

500

600

700

FY11FY12FY13FY14FY15FY16

SALE OF OCCUPATION RIGHTS

New SalesResales

$617m

$702m

$845m

$1043m

$1364m

$1707m

$500m

$700m

$900m

$1100m

$1300m

$1500m

$1700m

$1900m

FY11FY12FY13FY14FY15FY16

TOTAL ASSETS

Total assets ($m)

6
BUSINESS OVERVIEWBUSINESS BUSINESS OVERVIEW

7
FY16 REVIEW

409RETIREMENTUNITSDELIVERED,TARGETING450DELIVERIESFORFY17

Underlying profit differs from net profit after tax (IFRS). Underlying profit is unaudited. Refer to slide 22 for the definitionof underlying profit.

■Delivered 409 retirement units in FY16, a record for Summerset, and 35% more

than FY15

■Targeting delivery of 450 retirement units in FY17. All deliveries are from existing

sites

■Delivered our first retirement units in Ellerslie

■New village centres opened in Hobsonville and Wigram

■Serviced apartment buildings opened in Nelson, Warkworth, Karaka, New

Plymouth and Katikati

■Delivered our first dementia centre in Levin

■Completed our village in Nelson

■Announced land acquisitions in Rototuna (Hamilton) and Richmond (Nelson)

■Strong sales across New Zealand with a total of 658 retirement units sold, up 14%

on FY15

8
SUMMERSET SNAPSHOT

FASTESTGROWINGRETIREMENTVILLAGEPROVIDERINNEWZEALAND

■2,828 retirement units (villas, apartments, serviced apartments and care suites)

■748 care beds

■More than 4,200 residents

■409 retirement units delivered in FY16

■19 years of consistent delivery and growth

■21 villages completed or in development

■6greenfield sites at Casebrook, Lower Hutt, Parnell, Richmond, Rototuna, and

St Johns not yet started

■Land bank of 2,609 retirement units

■Four-time winner of Retirement Village of the Year

■Silver Award winner in t he Reader’s Digest Quality Service Aw ards 2016

■Received a Highly Commended in t he Reader’s Digest Trusted Brands Survey

in 2015 and 2016

9
SUMMERSET STRATEGY

SUMMERSETBUILDS,OWNSANDOPERATESRETIREMENTVILLAGESINNZ

■Focus on continuum of care model

■High quality care and facilities within every village

■Village designed to integrate into local communities

■Internal development model

■Nationwide brand offering

■Customer centric philosophy –“we lo ve the life you bring to us”

■New Zealand focus

■Delivered 409 retirement units in 2016 and targeting a delivery of 450

retirement units in 2017 to meet strong demand

10
OPERATIONS AND STAFF

FOCUSONCLINICALQUALITYANDSTAFFTRAINING

■94% care customer satisfaction rating and 94% village customer satisfaction rating

■Opened our first dementia facility in Levin and we will incorporate dementia into the design

of new villages

■Launched an all staff share scheme with over 80% of our employees signing up

■Introduced free weekly happy hours across all villages

■Exercise programme, Use it or Lose it,introduced into our villages

■New customer management system selected with new clinical care practice functionality

■Continued Careerforcetraining programme participation, and qualification attainment

■We have continued to invest in our older villages with the extension of recreation areas at

Levin, Wanganui and Hastings villages and a new village centre at Trentham currently

under construction

■Excellent certification audit results continue with ten care centres achieving three years,

and four care centres awarded the maximum four years certification

■Established a dedicated Heath and Safety function in the business and have implemented

a health and safety system to collect incident data and risk assessments

11
DEMOGRAPHICS

POPULATIONOVER75YEARSFORECASTTOGROW239%FROM2016TO2068

Source:StatisticsNewZealand

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

201620182023202820332038204320482053205820632068

POPULATION GROWTH 75 YEARS AND OVER

NZ Population 75+ (left hand axis)% population 75+ (right hand axis)

0

5

10

15

20

25

2016 -

2021

2021 -

2026

2026 -

2031

2031 -

2036

2036 -

2041

2041 -

2046

2046 -

2051

2051 -

2056

2056 -

2061

T

h

o

u

s

a

n

d

s

PER ANNUM POPULATION GROWTH 75 YEARS AND OVER

12
SUMMERSET GROWTH

19YEARSOFCONSISTENTDELIVERYANDGROWTH

--

129

219

407

470

528

652

732

795

921

983

1,109

1,272

1,364

1,486

1,646

1,855

2,116

2,419

129

90

188

63

58

124

80

63

126

62

126

163

80

122

160

209

261

303

409

129

219

407

470

528

652

732

795

921

983

1,109

1,272

1,352

1,486

1,646

1,855

2,116

2,419

2,828

-

500

1,000

1,500

2,000

2,500

3,000

19971998199920002001200220032004200520062007200820092010201120122013201420152016

R

e

t

i

re

m

e

nt


U

ni

t

s

SUMMERSET BUILD RATE

Existing unitsNew units delivered

13
FY16 DEVELOPMENT ACTIVITY

DELIVERYOF409RETIREMENTUNITSINFY16ACROSS11SITES

■409 retirement units delivered across 11 villages –190 in 1H16 and 219 in 2H16

■27% of build within Auckland, 73% across the rest of the country

■Delivered our first units in Ellerslie

■New village centres opened in Hobsonville and Wigram, and delivered serviced apartment buildings in Nelson, Warkworth, Karaka, New Plymouth

and Katikati

■Completed our village in Nelson

Unit Delivery FY16VillasApartmentsServiced ApartmentsCare SuitesTotalCare Beds

Ellerslie12 0 0 0 12 0

Hamilton39 0 0 0 39 0

Hobsonville28 13 0 0 41 0

Karaka12 0 10 0 22 19

Katikati30 0 10 0 40 19

Levin0 0 0 10 10 10

Nelson12 0 30 0 42 0

New Plymouth30 0 12 0 42 24

Trentham34 0 0 0 34 0

Warkworth0 0 36 0 36 0

Wigram38 0 53 0 91 49

Total235 13 151 10 409 121

14
FY16 DEVELOPMENT ACTIVITY

DELIVERYOF409RETIREMENTUNITSINFY16ACROSS11SITES

EllerslieHobsonvilleKaraka

EllerslieHamiltonKatikati

15
FY16 DEVELOPMENT ACTIVITY

DELIVERYOF409RETIREMENTUNITSINFY16ACROSS11SITES

NelsonTrenthamWarkworth

WigramLevinNew Plymouth

16
FUTURE DEVELOPMENT

LANDBANKOF2,609RETIREMENTUNITSAND366CAREBEDS

■Land bank of 2,609 retirement units spread across brownfield and greenfield sites

■Targeting delivery of 450 retirement units in 2017

■Land bank provides around six years of supply at 2017 build rate

*Landbankreflectscurrentintentionsasat31December2016

Land Bank -as at 31 December 2016*

VillageVillasApartments

Serviced & Dementia

Apartments

Total Retirement UnitsCare Beds

Casebrook19707627343

Ellerslie302215730858

Hamilton14030440

Hobsonville18605213052

Karaka1040391430

Katikati7900790

Lower Hutt42964318149

New Plymouth32020520

Parnell32617634048

Richmond22006028038

Rototuna19108027140

St Johns02207029038

Trentham33020530

Warkworth7900790

Wigram8600860

Total1,1288586232,609366

17
DEVELOPMENT MARGIN

REALISEDDEVELOPMENTMARGINOF$39.0M

■Realised development margin of $39.0m, up 49% from $26.1m in FY15

■Development margin of 22.2% in FY16, this is up from 20.0% in FY15

■Development margin of 23.6% in 2H16, this is up from 20.3% in 1H16 and 21.4% in 2H15

$6.9m

$10.5m

$16.7m

$26.1m

$39.0m

12.0%

13.2%

15.7%

20.0%

22.2%

0%

5%

10%

15%

20%

25%

$m

$5m

$10m

$15m

$20m

$25m

$30m

$35m

$40m

$45m

$50m

FY12FY13FY14FY15FY16

REALISED DEVELOPMENT MARGIN -FULL YEAR MARGINS

Realised development margin ($m)Margin (%)

18
NEW SALES OF OCCUPATION RIGHTS

NEWSALESGROSSPROCEEDSUP34%ONFY15TO$176M

*Percentagemovementsbasedonunroundedamounts

■FY16 lift in sales associated with continued build

programme with an additional 106 retirement units

delivered compared to FY15

■Strong new sales volumes in Wigram, Trentham,

Hamilton, New Plymouth, Hobsonville and Nelson

■New sale gross proceeds of $175.6m in FY16, a $44.6m

increase in proceeds relative to FY16

■New sales of occupation rights up versus FY15:

■Villas: 293, up 5% on FY15

■Apartments: 15, up 200% on FY15

■Serviced apartments: 104, up 112% on FY15

■Care suites: 2, first care suites delivered

■Settlements have began in Ellerslie with 6 retirement

units settled as at 31 December 2016. We have seen

good demand with strong presales being achieved on

the villas and apartments to date

■Serviced apartments and care suites made up 26% of

settlements in FY16, this compares to 15% in FY15 and

10% in FY14

New SalesFY16 ActualFY15 Actual

FY16 Actual vs.

FY15 Actual *

FY14 Actual

Gross proceeds ($m)175.6131.034.1%106.3

Villas2932795.0%237

Apartments155200.0%20

Serviced apartments10449112.2%29

Care suites20-0

Total occupation r ights41433324.3%286

160

209

261

303

409

167

228

286

333

414

0

50

100

150

200

250

300

350

400

450

0

50

100

150

200

250

300

350

400

450

FY12FY13FY14FY15FY16

NEW SALES AND RETIREMENT UNIT DELIVERY

Unit deliveryNew Sales

19
RESALES OF OCCUPATION RIGHTS

RESALESOF244OCCUPATIONRIGHTSINFY16

*Percentagemovementsbasedonunroundedamounts

■Gross proceeds of $83.1m, up 8% on FY15

■Realised resale gains up to 18.6% driven by a

strong underlying property market and increased

sophistication of sales pricing

■Only 29 resale occupation rights available for sale,

as at 31 December 2016

■Embedded value up to $114k per retirement unit, as

at 31 December 2016 –up 20% from 31 December

2015

ResalesFY16 ActualFY15 Actual

FY16 Actual vs.

FY15 Actual *

FY14 Actual

Gross proceeds ($m)83.177.07.9%54.9

Realised resale gains ( $m)15.412.324.9%8.1

Realised resale gains ( %)18.6%16.0%15.7%14.7%

DMF realisation ($m)10.39.48.8%6.2

Villas1421392.2%99

Apartments4463-30.2%51

Serviced apartments584334.9%22

Care suites00-0

Total occupation r ights244245-0.4%172

$97m

$94m

$105m

$133m

$159m

$199m

$70m

$79m

$87m

$97m

$109m

$124m

$m

$50m

$100m

$150m

$200m

$250m

$300m

$350m

1H142H141H152H151H162H16

EMBEDDED VALUE

Resales gain ($m)DMF ($m)

164

174

172

245

244

20.4%

18.7%

14.7%

16.0%

18.6%

5.0%

10.0%

15.0%

20.0%

25.0%

40

90

140

190

240

290

FY12FY13FY14FY15FY16

REALISED RESALE GAIN AND VOLUME

Resale VolumeRealised resale gains (%)

20
BUSINESS OVERVIEW

FINANCIAL RESULTS

21
FY16 REPORTED PROFIT (IFRS)

.

NETPROFITAFTERTAXUP73%VERSUSFY15

*Percentagemovementsbasedonunroundedamounts

■NPAT up $61.2m relative to FY15

■FY16 total revenue up 25% versus FY15

■FY16 total expenses up 23% versus FY15

■FY16 expenses include higher operating costs associated with

new villages and opening of care facilities since FY15

■Opened our village in Ellerslie

■Opened new care facilities in Karaka, Katiakti, New

Plymouth and Wigram

■Opened new serviced apartment buildings in Nelson,

Warkworth, Karaka, New Plymouth and Katikati

■Fair value movement of $143.5m for FY16 driven by:

■Additional units delivered through the year, primarily

driven by Wigram and Hobsonville deliveries

■Strong retirement unit price inflation across all villages

NZ$mFY16 ActualFY15 Actual

FY16 Actual

vs. FY15

Actual *

FY14 Actual

Total revenue86.168.825.2%54.3

Fair value movement of

investment property

143.583.571.9%52.5

Total income229.5152.250.8%108.6

Total expenses74.861.122.5%47.8

Net finance costs9.18.48.1%6.8

Net profit before tax145.682.875.9%54.0

Tax expense / (credit)0.2(1.5)N/A(0.2)

Net profit after t ax145.584.272.7%54.2

22
FY16 UNDERLYING PROFIT

Underlying profit differs from IFRS net profit after tax. The directors have provided an unaudited underlying profit measure to assist readers in determining the realised and non-realised components of fair value

movement of investment property and tax expense in the group’s income statement.The measure is used internally in conjunction with other measures to monitor performance and make investment decisions.

Underlying profit is an industry wide measure which the group uses consistently across reporting periods.

UNDERLYINGPROFITUP50%ONFY15,48%CAGROVERLAST5YEARS

*Percentagemovementsbasedonunroundedamounts

■Record full year underlying profit of $56.6m, up 50%

on FY15

■Record half year underlying profit of $31.9m, up from

$24.7m in 1H16

■Realised development margin of $39.0m achieved in

FY16, a record full year result, driven by a

combination of increased volume (+81 settlements)

and improved return from internal development model

■Realised gain on resales of $15.4m achieved in FY16,

a record full year result, driven by strong sales price

growth

■Underlying profit has seen an annual compounded

increase of 48% since we listed in 2011

NZ$mFY16 ActualFY15 Actual

FY16 Actual vs.

FY15 Actual *

FY14 Actual

Reported profit after tax145.584.272.7%54.2

Less fair value movement of

investment property

143.583.571.9%(52.5)

Add r ealised gain on resales15.412.324.9%8.1

Add r ealised development

margin

39.026.149.0%16.7

Add/(less) deferred tax

expense/credit

0.2(1.5)N/A(0.2)

Underlying profit56.637.849.6%24.4

23
FY16 CASH FLOWS

.

CONTINUEDINVESTMENTINNEWVILLAGEBUILDS

*Percentagemovementsbasedonunroundedamounts

■Net operating cash flow of $192.6m for

FY16, up 37% on FY15

■Positive cash flow increases primarily

driven by a combination of a lift in sales

volume and a lift in realised margin

■Net investing cash flow of $199.9m, down

10% on FY15

■Lift in development spend to delivery

higher build rate was off-set by lower new

land settlements compared to FY15

NZ$mFY16 ActualFY15 Actual

FY16 Actual vs.

FY15 Actual *

FY14 Actual

Care fees and village services57.246.423.2%36.2

Interest received0.20.5-52.4%0.3

Payments to suppliers and

employees

(68.6)(57.0)20.3%(42.0)

Net receipts f or resident loans203.7150.335.6%115.9

Net operating cash flow192.6140.337.3%110.4

Acquisition of PPE & IP(193.8)(220.7)-12.2%(139.8)

Other investing cash flows(6.0)(2.1)187.2%(2.2)

Net investing cash flow(199.9)(222.8)-10.3%(142.1)

Proceeds from bank loans25.897.4-73.5%45.6

Dividends paid(13.1)(8.6)52.8%(10.0)

Proceeds from issue of shares4.23.038.9%4.4

Other financing cash flows(7.6)(7.6)1.1%(6.5)

Net f inancing cash flows9.284.3-89.1%33.5

Net increase i n cash2.01.89.9%1.8

24
FY16 BALANCE SHEET

.

TOTALASSETSOF$1.7B,UP25%FROM$1.4BINFY15

*Percentagemovementsbasedonunroundedamounts

■Total assets of $1.7b, up 25% on FY15

■Retained earnings have increased by 84% to $289.1m as

at 31 December 2016, benefiting from company growth and

associated positive impact on annual profits. This will

continue to positively impact balance sheet strength and

company gearing ratios

■Investment property valuation of $1.6b, up 26% on FY15

■Other assets include land and buildings (primarily care

facilities)

■Embedded value of $322.6m, $114k per retirement unit, as

at 31 December 2016:

■$198.6m resales gain

■$124.1m deferred management fee

NZ$mFY16 ActualFY15 Actual

FY16 Actual vs.

FY15 Actual *

FY14 Actual

Investment property1,591.41,261.226.2%958.2

Other assets115.4102.412.7%85.0

Total assets1,706.81,363.525.2%1,043.2

Residents' loans801.3637.225.8%513.7

Bank loans274.0248.210.4%150.8

Other liabilities85.968.325.6%46.4

Total liabilities1,161.2953.821.7%710.9

Net assets545.6409.833.1%332.3

Embedded value322.6229.740.5%172.1

NTA (cents per share)249.9188.532.6%153.3

25
GEARING RATIO

.

GROSSDEBTOF$274MANDGEARINGRATIOOF32.7%

*Percentagemovementsbasedonunroundedamounts

■Gross debt of $274.0m as at 31 December 2016, up $11.3m

from 30 June 2016

■Uplift of $11.3m in gross debt principally due to land and

property purchases

■Have seen lift in development expenditure with large builds in

Ellerslie, Hobsonville and Wigram, principally offset by new

sale settlements and operational cash flows

■Bank facility was increased from $255m to $450m in 2015 to

support our increased build rate and to provide additional

financial flexibility

■Gearing ratio of 32.7% is down from 36.1% as at 30 June

2016. This is in line with expectations and remains at a

prudent level

■Gross debt does not include the full land purchase in

Richmond

NZ$m2H16 A ctual1H16 A ctual

2H16 Actual vs.

1H16 Actual *

FY15 Actual

Bank loans274.0262.74.3%248.2

Cash and cash

equivalents

8.79.4-7.9%6.7

Net debt265.3253.34.7%241.5

Net assets545.6448.721.6%409.8

Gearing ratio (%)32.7%36.1%-9.4%37.1%

$69m

$78m

$105m

$151m

$248m

$274m

20.5%

23.3%

26.6%

30.5%

37.1%

32.7%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

$m

$50m

$100m

$150m

$200m

$250m

$300m

$350m

FY11FY12FY13FY14FY15FY16

GROSS BANK LOANS AND GEARING RATIO

Bank loansGearing ratio

26
PROJECT CASH PROFITS

.

DELIVERINGSIGNIFICANTPOSITIVECASHFLOWVILLAGES

*Forecastnetpositionrepresentscashprofitspostlandcost,ILUdevelopmentcosts,

recreationandadministrationfacilitycosts,carefacilitycosts,managementfeesandinterest

costs

■Positive cash flows allow us to recycle our capital into future deliveries

■Our Auckland sites require a large amount of capital but are forecast to deliver

significant cash profits upon sell down of the village

■Our regional sites require a lower amount of capital and are forecast to deliver

lower, but still positive, cash profits

■Our villages, on average, are completed over a 5 year period

Village

Forecast Capital

Investment ($m)

Forecast Net Cash

Position* ($m)

Ellerslie

Hobsonville

Karaka

$100m +$20m +

Hamilton

Nelson

Trentham -Extension

Warkworth -Extension

Wigram

$35m +

$5m -$20m

Katikati

New Plymouth

$0 -$5m

Hamilton

Nelson

Katikati

Hobsonville

Karaka

Trentham - Extension

New Plymouth

Wigram

Ellerslie

Warkworth - Extension

2014201520162017201820192013

SUMMERSET DEVELOPMENTS

2010201120122020

27
ASSET BACKING

.

STRONGASSETBACKINGTONETDEBT

■We adopt a prudent approach to debt. All our debt relates to

development projects with our net debt of $265m primarily made

up of undeveloped land, vacant new sale stock and work in

progress

■Our asset backing is strong with a value to debt ratio of around

1.2x. Total underlying assets of around $307m are made up of:

■Undeveloped land of $135m

■Development WIP of $122m

■Vacant new sale stock of $50m

$265m

$135m

$122m

$50m

$m

$50m

$100m

$150m

$200m

$250m

$300m

$350m

Net DebtUnderlying Assets

NET DEBT TO UNDERLYING ASSETS

Net DebtUndeveloped LandDevelopment WIPUnsold Stock

28
UNDERLYINGPROFIT5YEARCAGROF48%

5YEAR METRICS SUMMARY

*Compoundedannualgrowthrate.

5 Year CAGR*FY16FY15FY14FY13FY12FY11

Op

e

r

a

t

ion

a

l

New sales of occupation rights31%414333286228167108

Resales of occupation rights15%244245172174164123

Total sales23%658578458402331231

New units delivered27%409303261209160122

Retirement units in portfolio14%282824192116185516461486

Care beds in portfolio18%748616485442327327

Fina

n

c

ial

(

N

Z$m

)

Total revenue ($m)21%86.168.854.345.238.133.7

Net profit after tax ($m)102%145.584.254.234.214.84.3

Underlying profit* ($m)48%56.637.824.422.215.28.1

Net operating cash flow ($m)35%192.6140.3110.488.666.343.7

Total assets ($m)23%1,706.81,363.51,043.2844.9702.3616.9

Total equity ($m)19%545.6409.8332.3281.9248.8233.4

Interest bearing loans and borrowings ($m)32%274.0248.2150.8105.378.269.1

Cash and cash equivalents ($m)-1%8.76.74.93.02.89.0

Gearing ratio (Net D/ Net D+E)10%32.7%37.1%30.5%26.6%23.3%20.5%

EPS (cents) (IFRS profit)95%66.9338.9425.1615.996.962.39

NTA (cents)18%249.90188.52153.33131.24116.49109.33

Development margin (%)29%22.2%20.0%15.7%13.2%12.0%6.2%

29
FINAL DIVIDEND

30
FY16 FINAL DIVIDEND

.

SUMMERSETBOARDDECLARESFY16FINALDIVIDEND

■The Summerset Board have declared a final dividend of 5.1 cents per share, unimputed. This compares to a 2015 final dividend of 3.4 cents per

share

■This represents a total pay-out for the second half of 2016 of approximately $11.3m

■Total dividends for the 2016 year (interim and final) of 7.7 cents per share, being approximately $17.0m, representing 30.1% of underlying profit and

up 47% on FY15

■The dividend reinvestment plan (DRP) will apply to this dividend enabling shareholders to take shares in lieu of the cash dividend

■A discount of 2% will be applied when determining the price per share of shares issued under the DRP

■Eligible investors wishing to take up the DRP must register by 5pm NZT on Friday the 10

th

of March 2017. Any applications received on or after this

time will be applied to subsequent dividends

■The final dividend will be paid on Wednesday the 22

nd

of March 2017. The record date for final determination of entitlements to the final dividend is

Thursday the 9

th

of March 2017

■The dividend policy remains 30% to 50% of underlying profit for the full year period. As previously indicated, dividend paymentsare likely to continue

to be at the bottom end of this range given the growth opportunities present for the business at this time

31
QUESTIONS?

32
DISCLAIMER

Thispresentationmaycontainprojectionsorforwardlookingstatementsregardingavarietyofitems.Suchforward-lookingstatementsare

baseduponcurrentexpectationsandinvolverisksanduncertainties.

Actualresultsmaydiffermateriallyfromthosestatedinanyforwardlookingstatementbasedonanumberofimportantfactorsandrisks.

Althoughmanagementmayindicateandbelievetheassumptionsunderlyingtheforwardlookingstatementsarereasonable,anyofthe

assumptionscouldproveinaccurateorincorrectand,therefore,therecanbenoassurancethattheresultscontemplatedintheforward

lookingstatementswillberealised.

Furthermore,whileallreasonablecarehasbeentakenincompilingthispresentation,Summersetacceptsnoresponsibilityforanyerrorsor

omissions.

Thispresentationdoesnotconstituteinvestmentadvice.

33
APPENDIX

34
2,828RETIREMENTUNITSAND748CAREBEDS

PORTFOLIO AS AT 31 DECEMBER 2016

Existing Portfolio –as at 31 December 2016

VillageVillasApartmentsServiced ApartmentsCare Suites

Total Retirement

Units

Care Beds

Aotea96333801670

Dunedin612020010142

Ellerslie12000120

Hamilton169020018949

Hastings1465001510

Havelock North94280012245

Hobsonville10713001200

Karaka7802009850

Katikati7702009749

Levin64220109641

Manukau896727018354

Napier942620014048

Nelson214055026959

New Plymouth7602009652

Palmerston North90120010244

Paraparaumu92220011444

Taupo94341801460

Trentham1981220023044

Wanganui701812010037

Warkworth123244016941

Wigram73053012649

Total2,117314387102,828748

35
LANDBANKOF2,609RETIREMENTUNITSAND366CAREBEDS

LAND BANK AS AT 31 DECEMBER 2016

*Landbankreflectscurrentintentionsasat31December2016

Land Bank -as at 31 December 2016*

VillageVillasApartments

Serviced & Dementia

Apartments

Total Retirement UnitsCare Beds

Casebrook19707627343

Ellerslie302215730858

Hamilton14030440

Hobsonville18605213052

Karaka1040391430

Katikati7900790

Lower Hutt42964318149

New Plymouth32020520

Parnell32617634048

Richmond22006028038

Rototuna19108027140

St Johns02207029038

Trentham33020530

Warkworth7900790

Wigram8600860

Total1,1288586232,609366

---

ANNUAL REPORT 2016

Summerset Snapshot ...................................................................................................................................................................2
Business Highlights

.........................................................................................................................................................................5

Portfolio Growth

...................................................................................................................................................................................6

Financial Highlights

.....................................................................................................................................................................9

People Highlights

..............................................................................................................................................................................13

Chairman’s Report

........................................................................................................................................................................14

Chief Executive Officer’s Report

...............................................................................................................16

Directors’ Profiles

.........................................................................................................................................................................20

Executive Team Profiles

.................................................................................................................................................22

Five Year Historical Summary

.......................................................................................................................24

Financial Statements

.............................................................................................................................................................27

Governance

..................................................................................................................................................................................................60

Remuneration

........................................................................................................................................................................................66

Disclosures

.....................................................................................................................................................................................................72

Company Information

..........................................................................................................................................................79

Directory

..............................................................................................................................................................................................................80

Cover image: Fay in Havelock North’s Divine Café Jean and Stan, Paraparaumu

This document is printed on an environmentally responsible paper produced using Elemental Chlorine Free (ECF) pulp sourced from

sustainable and legally harvested farmed trees, and manufactured under the strict ISO14001 Environmental Management System.

2
SUMMERSET SNAPSHOT

4,200

RESIDENTS

MORE THAN

LAND BANK OF

LAND BANK OF

2,828

RETIREMENT UNITS

IN PORTFOLIO

MORE THAN

1,000

STAFF MEMBERS

74 8

CARE BEDS

IN PORTFOLIO

450

RETIREMENT UNITS:

BUILD RATE FOR 2017

21

VILLAGES COMPLETED

OR UNDER DEVELOPMENT

6

GREENFIELD

SITES

409

RETIREMENT UNITS

BUILT IN 2016

2,609

RETIREMENT

UNITS

366

CARE BEDS

54
SUMMERSET ANNUAL REPORT 2016

BUSINESS HIGHLIGHTS

2

CARE CENTRE

OPENINGS

WIGRAM CARE CENTRE &

LEVIN DEMENTIA CENTRE

MILESTONE

22.2%

DEVELOPMENT

MARGIN

SALES OF

658

OCCUPATION RIGHTS

2

LAND ACQUISITIONS

ROTOTUNA, HAMILTON

& RICHMOND, NELSON

121

CARE BEDS

DELIVERED

NELSON VILLAGE

COMPLETED

409

RETIREMENT

UNITS DELIVERED

FIRST RESIDENTS

MOVE INTO ELLERSLIE,

AUCKLAND VILLAGE

7
SUMMERSET ANNUAL REPORT 2016

6

New retirement units delivered

Existing stock

409

new retirement units completed

35%

more units built than in 2015

2,828

total retirement units in portfolio

The New Zealand population

aged over 75 years is forecast

to more than triple in the next

50 years.

The number of people aged 75

and over is projected to increase

from 295,000 in 2016 to 1,001,000

by 2068. This is an increase from

6% of the population to 16%.

The number of people aged 85

and over is projected to increase

from 83,000 in 2016 to 387,000 in

2068. This is an increase from

1.8% of the population to 6.3%.

2016 HIGHLIGHTS

3,000

2,500

2,000

1,500

1000

500

0

’98’97’99’00’01’02’03’04’05’06’07’08’09’10’11’12’13’14’15’16

1292194074705286527327959219831,1091,2721,3641,4861,6461,855 2,1162,419129

12990

188

63

58

124

80

63

126

126

62

163

80

122

160

209

261

303

409

219

407

470

528

652

732

795

921

983

1,109

1,272

1,352

1,486

1,646

1,855

2,116

2,419

2,828

PORTFOLIO GROWTH

19 years of consistent delivery and growth

FINANCIAL HIGHLIGHTS
73%

INCREASE

ON FY2015

$

145.5m

NET PROFIT

AFTER TAX FY2016

25%

INCREASE

ON FY2015

$

1.7 b

TOTAL ASSETS

37%

INCREASE

ON FY2015

$

192.6m

OPERATING

CASH FLOW

$

56.6m

UNDERLYING

PROFIT FY2016

50%

INCREASE

ON FY2015

Napier residents enjoying a game of croquet

9

SUMMERSET ANNUAL REPORT 2016

10
FINANCIAL HIGHLIGHTS

Continued

RESULTS HIGHLIGHTS


FINANCIAL

FY2016FY2015% CHANGE

Net operating cash flow ($000)

192,610140,26837.3%

Net profit before tax (NZ IFRS) ($000)

145,63882,77575.9%

Net profit after tax (NZ IFRS) ($000)

145,48084,24572.7%

Underlying profit * ($000)

56,55637,80049.6%

Total assets ($000)

1,706,7731,363,53925.2%

Net tangible assets (cents per share)

249.90188.5232.6%

*Underlying profit differs from NZ IFRS net profit after tax.

RESULTS HIGHLIGHTS


OPERATIONAL

FY2016FY2015% CHANGE

New sales of occupation rights

41433324.3%

Resale of occupation rights

244245(0.4%)

New retirement units delivered

40930335.0%

Realised development margin ($000)

38,95426,13849.0%

Gross proceeds (new sales) ($000)

175,641131,01734.1%

Realised gains on resales ($000)

15,42312,34524.9%

UNDERLYING PROFIT

$000FY2016FY2015% CHANGE

Reported profit after tax

145,48084,24572.7%

Less fair value movement of investment property *

(143,459)(83,458)71.9%

Add realised gain on resales

15,42312,34524.9%

Add realised development margin

38,95426,13849.0%

Add/(less) deferred tax expense/(credit)*

158(1,470)N /A

Underlying profit56,55637,80049.6%

*Figure has been extracted from financial statements.

Underlying profit differs from NZ IFRS net profit after tax. The Directors have provided an unaudited underlying

profit measure to assist readers in determining the realised and non-realised components of fair value movement

of investment property and tax expense in the Group’s income statement. The measure is used internally in

conjunction with other measures to monitor performance and make investment decisions. Underlying profit is

an industry-wide measure which the Group uses consistently across reporting periods.

Bev and Molly, Karaka

1312
SUMMERSET ANNUAL REPORT 2016

MORE THAN

4,200

RESIDENTS

MORE THAN

1,000

STAFF MEMBERS

NEW STAFF SHARE

PLAN LAUNCHED

200

NEW ROLES

CREATED

94%

CARE RESIDENT

AND FAMILY

SATISFACTION

94%

VILLAGE RESIDENT

SATISFACTION

PEOPLE HIGHLIGHTS

1514
SUMMERSET ANNUAL REPORT 2016

Welcome to Summerset’s Annual Report for the financial year to 31 December

2016. We report on another year of good performance and a strong set of

annual results. This year we continued to expand our offering around the

country with two land acquisitions, the successful opening of the village

centres at our Wigram and Hobsonville villages, and our first dementia

service, in Levin.

In 2016 Summerset delivered an underlying profit

of $56.6 million, an increase of 50% on 2015, and a

net profit after tax of $145.5 million, a 73% increase

on 2015. We deliver these results by providing our

residents with an offering that meets or exceeds

their expectations, ensuring they are proud to live

at a Summerset village.

In November 2016 we opened our new purpose-built

dementia centre at Summerset by the Ranges in

Levin – a first for Summerset.

We intend to extend this service to our new villages

in the future. We also continue to invest in our older

villages, recently extending the recreation areas at

Wanganui and Hastings, and starting construction

on a new recreation centre in Levin and a new village

centre in Trentham.

The Board has declared a final dividend of 5.1 cents

per share. This is a total dividend payment for 2016

of 7.7 cents per share, which represents 30% of

underlying profit.

The last date for receipt of an election notice, from

a shareholder, for participation in the dividend

reinvestment plan is 10 March 2017.

I am delighted to announce the appointment of a

new Summerset Board member, Dr Andrew Wong,

who will join the Board from 1 March 2017. Andrew’s

appointment brings the Board of Directors to six

members and follows the appointment of Gráinne

Troute in September 2016.

Both Gráinne and Andrew bring a strong mix of

experience and skills to the Summerset Board.

Gráinne has held senior management roles at

SKYCITY Entertainment Group, McDonalds, and

Coopers & Lybrand, and has experience operating

customer-focused businesses in highly competitive

sectors. Andrew is currently Managing Director

of MercyAscot Hospital Group and HealthCare

Holdings Limited and director of a number of medical

organisations. His mix of medical and commercial

experience will bring a unique skill set to our

board table.

CHAIRMAN’S REPORT

As forecast in last year’s annual results, our earnings

grew strongly in 2016. Looking to 2017, Summerset is

well placed to continue to deliver quality retirement

living and the corresponding financial results from

which our residents, staff and investors all benefit.

Summerset has grown very quickly since its listing,

and our market, capital resources and people all

enable continued growth. Some of this growth will be

in new or expanded physical assets, while other parts

will be in the development of a wider range of services.

In the coming year, the Board will give a lot of

attention to the best allocation of resources to achieve

the best outcomes for the business and our residents.

On behalf of the Board, I thank you for your continued

support.


Rob Campbell

Chairman

Artist’s impression of Trentham’s new village centre

1716
SUMMERSET ANNUAL REPORT 2016

Summerset accomplished a number of milestones in

2016. We achieved 658 occupation right sales (new

sales and resales), a 14% increase on the 578 sales in

2015. Our development margin hit 22.2%, up from 20%

in 2015, and we exceeded our forecast build rate of 400

retirement units, with an increase of over 100 homes

built from the previous year. We also recorded a $56.6

million underlying profit, up 50% on the same period

last year.

Auckland and Christchurch growth

Auckland and Christchurch will be a focus during the

next few years.

In September we opened the village centre and

care centre at our first Christchurch village in

Wigram. Earthworks have begun at our Casebrook

site for a village that will offer over 170 townhouses

and villas, 40 care beds and our second dementia

care offering.

Christchurch was previously a visible gap in our

development portfolio, and it is pleasing to be

part of the city as it rebuilds, helping to ease the

significant pressure for quality, affordable housing in

Christchurch. We expect our future development plans

in Auckland will also go some way to relieving the

housing challenges in New Zealand’s largest city.

The first residents moved into their new homes at

Summerset at Heritage Park in Ellerslie in October,

and we are on track to complete their village centre

and care centre in mid-2017. When completed, the

village will feature a lake with an island, upon which

the bowling green and barbeque facilities will be

located. Our Ellerslie village will have buildings

ranging from two to seven levels with a focus on

creating an attractive environment that feels like a

real home and community that people want to be part

of. This attention to good urban design is essential to

making larger villages work well for residents and the

surrounding communities.

We continue to carry out planning for our two other

Auckland sites in St Johns and Parnell. We hope to

be in a position to apply for resource consent for our

St Johns village in the early part of 2017, and are

progressing the design for our Parnell village. Again,

with both of these villages, we are focused on good

urban design and creating vibrant communities for

our residents.

Plans for our Boulcott, Lower Hutt village are

progressing, though at a slower rate than we would

like. In October 2016, Hutt City Council approved our

application to rezone 2.9 hectares of our Boulcott

site from General Recreational Activity to General

Residential Activity with special provision for a

retirement village. We will continue to work through

this process and hope to lodge a resource consent

application later this year.

In 2016 we purchased two new sites for development.

One site is in Richmond, Nelson and the other in

the Hamilton suburb of Rototuna. These purchases

bring the total number of Summerset locations to 27

nationwide. We have existing villages in Nelson and

Hamilton and have found there is strong demand for

retirement living in these areas.

At the end of 2016, Summerset’s total land bank

represented 2,609 retirement units and 366 care beds.

This is a total of around six years’ supply based on our

intended build programme for retirement units in 2017

of around 450 units.

Supporting our people

Our staff play an integral part in the happiness and

wellbeing of our residents and the ongoing success

of Summerset. In 2016, we launched a number of

initiatives that recognise the role our staff play. We

plan to continue this investment in staff over the next

few years as this is a key part of building a dedicated

team, and gives us a competitive advantage. Some of

the initiatives launched last year are outlined below.

In June we introduced a staff share plan so that staff

can participate in Summerset’s financial performance.

More than 80% of our staff have signed up to the share

plan, which provides each staff member with $780

worth of shares that vest after three years if they

remain with the company. It is intended that an offer

of $780 worth of shares is made annually to staff.

While there is a cost to shareholders from this plan,

we believe it is a worthwhile investment.

Health and Safety is an area of focus for many

businesses. This year we have made good progress

towards improving our systems and culture with the

ultimate aim of preventing and reducing harm to

employees, residents, contractors and visitors to our

villages. We established a dedicated Health and Safety

function and have implemented a Health and Safety

system to collect incident data and risk assessments.

With guidance and input from our Board, we are

committed to continuing to progress this area in 2017.

To recognise the hard work our caregivers do, and the

important role they play in the lives of our residents, we

implemented a number of initiatives and staff benefits

in 2016, including an annual uniform allowance. In

addition to this, our caregivers, nurses and clinical staff

who work overtime, double or night shifts now enjoy

a meal from their village kitchen or café during their

shift. In 2017, we will be undertaking a review of our

uniform in consultation with the people who wear it

to ensure they are comfortable and supported in their

work. This is an exciting project for us and we are keen

to come up with a stylish and practical design that our

staff will be proud to wear.

CHIEF EXECUTIVE

OFFICER’S REPORT

With over 4,200 residents, 700 more than last year, growth was a key driver

of Summerset’s performance in 2016. This strengthens our position as New

Zealand’s fastest-growing retirement village and aged care provider.

Artist’s impression of Ellerslie’s apartments

1918
SUMMERSET ANNUAL REPORT 2016

In December, we welcomed Eleanor Young to the

position of GM Operations and Customer Service.

Eleanor’s role is an integral one for Summerset’s

executive team, reflecting the importance of the

operations part of our business to deliver on our

customer promise in our villages. Eleanor comes from

Inland Revenue where she ran the Customer Services

group. We are excited to have her join our team.

Summerset’s simple philosophy

“Love the Life” respects the wonderful lives residents

bring to Summerset villages. The annual resident and

care satisfaction surveys are a key test of whether we

are delivering on this.

Our performance in the 2016 survey was 94%

satisfaction for people living independently and

94% satisfaction for residents living in our care

facilities, a slight increase on last year’s care centre

results. We are proud of these results and I would like

to thank our staff who work hard to achieve them. Of

course, there is always room to do better and this will,

as always, be something we focus on in 2017. I have

previously indicated that I visit all of our villages every

year, where I talk with residents and staff. Staying

connected with residents, staff and village life is an

essential part of my role.

For many people the social life and events at our

thriving Summerset communities is a big factor in

their decision to move to one of our villages. This year

we announced that we will provide free drinks at the

popular weekly happy hours – this is one of the ways

we say thanks to our residents. We also introduced

a nationwide exercise programme at all of our

villages called “Use it or Lose it”. This has been very

popular with residents and is designed to provide a

range of beneficial exercises in a fun and interactive

environment.

Each village has an activities co-ordinator whose role

is to ensure there is always something happening.

This year we’ve had many great events at our villages,

including It’s in the Bag, masquerade dances, market

days, concerts, residents’ wedding, fashion parades,

and even a onesie dance shuffle fundraiser that made

it on to the TV news. We also launched our Summerset

Facebook page in September, meaning we can now

share these exciting activities with a wider audience.

The opening of our first purpose-built dementia centre

at our Levin village is an important step for us. The

centre provides rest home-level dementia care in a safe,

homely environment, modelled on international design

standards. It has 10 care rooms and 10 one-bedroom

apartments, complete with a kitchenette and living

area, giving residents the choice to live in a larger home

if they prefer. It is the first dementia centre in New

Zealand to offer this type of apartment-style living.

Our Levin village was chosen as the location for the

dementia centre because it is an established village

that has been part of the local community for 15 years.

Dementia is a key cause of disability later in life and

the number of people with dementia is expected to

increase in coming years. The centre will ensure people

at our Levin village and the wider community won’t

have to move far if they find themselves requiring this

level of care. We plan to incorporate dementia care

into future villages, with the next facility to be at our

Casebrook village in Christchurch.

During 2016, Summerset received a Highly Commended

award in the Aged Care and Retirement Villages

category of the annual Reader’s Digest Trusted Brand

awards. We were delighted with the comments from

participants about our villages, including “Summerset

villages are the nicest ones I’ve been to.”

Looking to the future

We are experiencing a period of demographic change

in New Zealand. As one of New Zealand’s largest

retirement village developers and operators, we have

established an offering that sees us develop new

villages efficiently and operate them well. Our focus

will remain on growing the business and refining

and improving how we run our villages.

For shareholders, this should mean continued growth

in earnings. We have discussed our approach to

property market cycles in previous annual reports.

In short, demand for our villages is driven by the

increased number of older New Zealanders and the

value we offer them in that stage of life. This demand

is not driven by the property market. Since opening

our first village almost 20 years ago, Summerset has

seen two property market downturns and during each,

demand for our services remained consistent.

To guard against a downturn, we adopt a prudent

approach to debt levels. All of our debt relates to

development projects. As at 31 December 2016, the

value of our development working capital (being land,

work in progress, and completed homes awaiting

settlement) totalled $307 million. This compared to

net outstanding debt at the same time of $265 million.

We believe that our conservative approach to how

much debt we take on, and the underlying demand

for retirement village living, puts us in good shape

in the event of a property downturn.

It is a pleasure to present you with the 2016 Annual

Report. Thank you to our investors who continue to

support Summerset, our residents who have chosen

a Summerset village as their home, and our staff,

who work to ensure our residents love the life they

lead at Summerset.

Julian Cook

Chief Executive Officer

Katikati’s coastal villas

Courtyard of Levin’s dementia centre

2120
SUMMERSET ANNUAL REPORT 2016

Rob Campbell

Independent Chairman

Rob Campbell has over 30 years’

experience as a director and

investor.

He is currently the Chair of Tourism

Holdings Ltd, G3 Group Ltd, and a

director of Precinct Properties New

Zealand Ltd and T&G Global Ltd all

listed companies in New Zealand.

Rob is also an investor in and

director of a number of substantial

private companies and is a director

of, or an advisor to, a number of

private global equity and hedge

funds. Rob holds a Bachelor of

Arts with First Class Honours in

Economic History and Political

Science and a Masters of Philosophy

in Economics.

Dr Marie Bismark

Non-executive

Independent

Marie is dually trained as a lawyer

and doctor, and divides her time

between Australia and New

Zealand. She has worked in the

health sector for many years;

her areas of expertise include

patient safety and healthcare

complaints resolution.

She is an associate professor at

the University of Melbourne and a

consultant on the health law team

at legal firm Buddle Findlay in

Wellington. She serves as a director

on the board of GMHBA Health

Insurance and is a member of the

Veterans’ Health Advisory Panel.

Anne Urlwin

Non-executive

Independent

Anne is a professional director

with experience in a diverse range

of sectors including construction,

health, infrastructure, financial

services and telecommunications.

She is Chair of national commercial

construction company Naylor Love

Enterprises Ltd and Deputy Chair

of Southern Response Earthquake

Services Ltd.

Anne’s other directorships include

Steel and Tube Holdings Ltd, Chorus

Ltd and ANZ Bank subsidiary

OnePath Life (NZ) Ltd.

Anne is a chartered accountant

with experience in senior finance

management roles in addition to

her governance roles. She is also the

independent Chair of Te Rūnanga

o Ngāi Tahu Audit and Risk

Committee.

Gráinne Troute

Non-executive

Independent

Gráinne has many years’

experience in senior executive

roles with Coopers and Lybrand

(now PwC), McDonald’s

Restaurants NZ, HR Consultancy

Right Management and most

recently as General Manager

Corporate Services at SKYCITY

Entertainment Group. She is

also a director of Tourism

Holdings Limited.

Gráinne has vast knowledge of

operating customer-focused

businesses in highly competitive

sectors and in board and

charitable trust governance

roles in New Zealand. She has

also spent many years as a

trustee and chair in the not-

for-profit sector, including as

Chair of Ronald McDonald House

Charities NZ for five years.

James Ogden

Non-executive

Independent

James is Chair of Tegel Group

Holdings, and a director of The

Warehouse Group, Vista Group

International and Alliance Group

Ltd as well as Chair of Summerset’s

Audit Committee.

James has had a career as an

investment banker, including six

years as Country Manager for

Macquarie Bank and five years as

a director of Credit Suisse First

Boston. James also worked in the

New Zealand dairy industry for

eight years in chief executive and

finance roles.

James holds a Bachelor of

Commerce and Administration

with First Class Honours and is a

Chartered Fellow of the Institute

of Directors and a Fellow of the NZ

Institute of Chartered Accountants.

DIRECTORS’ PROFILES

2322
SUMMERSET ANNUAL REPORT 2016

Julian Cook

Chief Executive Officer

Julian has overall responsibility

for the company, its operations

and its strategy. In his previous

role as Chief Financial Officer,

Julian oversaw Summerset as it

became a publicly listed company,

first on the NZX in November 2011,

and then the Australian Securities

Exchange (ASX) in July 2013.

Prior to joining Summerset, Julian

spent 11 years in the investment

sector, which included a significant

amount of work with retirement

village and aged-care companies.

Paul Morris

General Manager,

Development

Paul leads Summerset’s

development division, which covers

all aspects of the development

process of our villages, from site

identification and purchase, to

consenting, concept and master

plans and design standards.

Paul joined Summerset in 2000

after more than 20 years in

banking, including 15 years in

retirement village and aged-care

sector business banking.

Paul held several senior roles at

Summerset before taking up his

current position, giving him a

sound understanding of all

aspects of the business.

Eleanor Young

General Manager,

Operations and Customer

Experience

Eleanor joined Summerset as

GM Operations and Customer

Experience in 2016. Her role oversees

the operational performance

across all Summerset villages.

Eleanor’s particular focus on service

experience and delivery ensures

Summerset residents receive the

highest-quality service and care.

Before joining Summerset, Eleanor

held senior roles in Inland Revenue,

including four years as the Group

Manager of Customer Services,

managing services to customers

with around 2,000 staff in various

locations across New Zealand.

Eleanor also has a background in

human resources within both the

public and private sector working in

managerial roles for the Ministry of

Social Development, Mighty River

Power, and Air New Zealand.

Jarrod Smith

General Manager,

Sales

Jarrod leads the national

sales team, which is based in

villages across the country

and in Wellington.

Jarrod has significant general

management experience across

a range of industries and has

successfully led large national

and international sales divisions

across multiple countries and

channels to deliver year-on-

year revenue growth, sustained

market share growth and margin

expansion in highly competitive

and dynamic markets.

Prior to joining Summerset,

Jarrod held senior sales and

service leadership roles with

IAG, Bayleys Real Estate, Coast

to Coast Group, and iSentia.

Scott Scoullar

Chief Financial Officer

General Manager,

Corporate Services

As Chief Financial Officer (CFO)

Scott has overall responsibility

for the financial management

of the company. Scott also leads

the corporate services area at

Summerset which includes the

Finance, Legal, Human Resources,

Property, Marketing and IT teams.

Before joining the company in 2014,

Scott held CFO roles at Housing

New Zealand and Inland Revenue.

A chartered accountant, Scott has a

background in banking and was at

National Bank in various roles for

over 12 years. He was the recipient

of NZICA’s Public Sector CFO of the

Year award for 2011, and received

a Special Commendation at the

2012 New Zealand CFO Summit

Awards. Scott is also a Fellow of CPA

Australia and a CPA New Zealand

Council Board Member.

Dean Tallentire

General Manager,

Construction

Dean joined Summerset to lead the

construction team in January 2015.

In this role Dean has responsibility

for the design and building consent

process, cost management and

tendering and construction of

Summerset’s projects.

Dean has extensive experience

in all aspects of property

development and construction.

Prior to joining Summerset,

Dean spent over a decade with

Fletcher Building in a variety of

roles, gaining experience in both

residential and commercial sectors.

EXECUTIVE TEAM PROFILES

24
OPERATIONAL

FY2016FY2015FY2014FY2013FY2012

New sales of occupation rights

414333286228167

Resales of occupation rights

244245172174164

Total sales of occupation rights

658578458402331

Development margin

22.2%20.0%15.7%13.2%12.0%

New retirement units delivered

409303261209160

Retirement units in portfolio

2,828 2,419 2,116 1,855 1,646

Care beds in portfolio

748 616 485 442 327

Key operational and financial statistics for the five year period up to and including FY2016 are as follows:

FIVE YEAR HISTORICAL SUMMARY

FINANCIAL

FY2016FY2015FY2014FY2013FY2012

Net operating cash flow ($000)

192,610140,268110,43388,59066,254

Total assets ($000)

1,706,7731,363,5401,043,189844,932702,339

Net assets ($000)

545,615409,786332,270281,912248,794

Underlying profit ($000)

56,55637,80024,42022,15415,223

Net profit before tax (IFRS) ($000)

145,63882,77553,99431,75514,414

Net profit after tax (IFRS) ($000)

145,48084,24554,17334,22314,821

Dividend per share (cents)

7.7 0 5.25 3.50 3.25 2.50

Basic earnings per share (cents)

66.9338.94 25.16 15.99 6.96

Daughter Jeanette with her mother Dorrie

in her serviced apartment, Karaka

27
SUMMERSET ANNUAL REPORT 2016

FINANCIAL STATEMENTS

INCOME STATEMENT

For the year ended 31 December 2016

NOTE

2016

$000

2015

$000

Care fees and village services

357,76946,455

Deferred management fees

328,03621,779

Interest received

3 249 523

Total revenue 86,054 68,757

Fair value movement of investment property

10143,45983,458

Total income 229,513 152,215

Operating expenses

4 (71,087) (57,337)

Depreciation and amortisation expense

8, 9 (3,736) (3,733)

Total expenses

(

74,823

)


(

61,070

)

Operating profit before financing costs154,69091,145

Net finance costs

5 (9,052) (8,370)

Profit before income tax 145,63882,775

Income tax (expense)/credit

6(158) 1,470

Profit for the period145,48084,245

Basic earnings per share (cents)

1866.93 38.94

Diluted earnings per share (cents)

1866.03 38.46

Net tangible assets per share (cents)

18249.90 188.52

The accompanying notes form part of these financial statements.

2928
SUMMERSET ANNUAL REPORT 2016

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2016


NOTE

2016

$000

2015

$000

Profit for the period 145,480 84,245

Fair value movement of interest rate swaps

13 (1,769) (2,109)

Tax on items of other comprehensive income

6 496 592

Other comprehensive income which will be reclassified subsequently to

profit or loss for the period net of tax

(1,273) (1,517)

Total comprehensive income for the period144,207 82,728

The accompanying notes form part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2016

SHARE

CAPITAL

$000

HEDGING

RESERVE

$000

REVALUATION

RESERVE

$000

RETAINED

EARNINGS

$000

TOTAL

EQUITY

$000

As at 1 January 2015 240,946

(

730

)

11,043 81,011 332,270

Profit for the period

- - - 84,245 84,245

Other comprehensive income for the period

- (1,517) - - (1,517)

Total comprehensive income for the period

-


(

1,517

)

- 84,245 82,728

Dividends paid

- - - (8,575) (8,575)

Shares issued

3,018 - - - 3,018

Employee share plan option cost

345 - - - 345

As at 31 December 2015 244,309

(

2,247

)

11,043 156,681 409,786

As at 1 January 2016 244,309

(

2,247

)

11,043 156,681 409,786

Profit for the period

- - - 145,480145,480

Other comprehensive income for the period

- (1,273) - - (1,273)

Total comprehensive income for the period - (1,273) - 145,480144,207

Dividends paid

- - - (13,099) (13,099)

Shares issued

4,192 - - - 4,192

Employee share plan option cost

529 - - - 529

As at 31 December 2016 249,030

(

3,520

)

11,043 289,062545,615

The accompanying notes form part of these financial statements.

3130
SUMMERSET ANNUAL REPORT 2016

James Ogden

Director and Chairman

of the Audit Committee

Rob Campbell

Director and Chairman of the Board

On behalf of the Board

Authorised for issue on 22 February 2017

STATEMENT OF FINANCIAL POSITION

As at 31 December 2016


NOTE

2016

$000

2015

$000

Assets

Cash and cash equivalents

8,654 6,682

Trade and other receivables

715,36916,074

Limited recourse loans

19, 20 - 1,520

Property, plant and equipment

889,82577,041

Intangible assets

9 1,562 1,052

Investment property

101,591,3631,261,170

Total assets1,706,7731,363,539

Liabilities

Trade and other payables

1134,68728,520

Employee benefits

125,0024,314

Revenue received in advance

329,51920,291

Interest rate swaps

134,890 3,122

Residents’ loans

14801,327637,200

Interest-bearing loans and borrowings

15273,976248,211

Deferred tax liability

611,75712,095

Total liabilities1,161,158953,753

Net assets545,615409,786

Equity

Share capital

17249,030244,309

Reserves

177,5238,796

Retained earnings

289,062 156,681

Total equity attributable to shareholders545,615409,786

The accompanying notes form part of these financial statements.

STATEMENT OF CASH FLOWS

For the year ended 31 December 2016

2016

$000

2015

$000

Cash flows from operating activities

Receipts from residents for care fees and village services

57,208 46,444

Interest received

249 523

Payments to suppliers and employees

(68,563) (56,970)

Receipts for residents’ loans

261,762 208,878

Repayment of residents’ loans

(58,046) (58,607)

Net cash flow from operating activities 192,610 140,268

Cash flows from investing activities

Purchase and construction of investment property

(177,526) (200,091)

Purchase and construction of property, plant and equipment (including care facilities)

(16,290) (20,560)

Purchase of intangible assets

(1,013) (359)

Capitalised interest paid

(5,028) (1,745)

Net cash flow from investing activities

(

199,857

)


(

222,755

)

Cash flows from financing activities

Net proceeds from borrowings

25,764 97,392

Repayment of limited recourse loans

1,520 -

Proceeds from issue of shares

4,192 3,018

Interest paid on borrowings

(9,158) (7,556)

Dividends paid

(13,099) (8,575)

Net cash flow from financing activities 9,219 84,279

Net increase in cash and cash equivalents

1,972 1,792

Cash and cash equivalents at beginning of period

6,682 4,890

Cash and cash equivalents at end of period 8,654 6,682

The accompanying notes form part of these financial statements.

In 2016 deferred management fees received have been reclassified from receipts for residents’ loans to net-off the repayment of

residents’ loans. The comparative year has been restated to align to this classification. Other comparative cash flows have been

restated where appropriate to better reflect the nature of the transactions.

3332
SUMMERSET ANNUAL REPORT 2016

1 SUMMARY OF ACCOUNTING POLICIES

Reporting entity

The financial statements presented are for Summerset Group Holdings Limited (‘ The Company’) and its subsidiaries (collectively,

‘ The Group’).

Summerset Group Holdings Limited is registered in New Zealand under the Companies Act 1993 and is a FMC Reporting Entity for

the purposes of the Financial Markets Conduct Act 2013. The reporting entity is listed on the New Zealand Stock Exchange (NZX),

being the primary exchange, and on the Australian Securities Exchange (ASX) as a foreign exempt listing.

Basis of preparation

These consolidated financial statements have been prepared in accordance with generally accepted accounting practice in New

Zealand (NZ GAAP) and the Financial Markets Conduct Act 2013. They comply with New Zealand equivalents to International

Financial Reporting Standards (NZ IFRS) as appropriate for profit-oriented entities, and with International Financial Reporting

Standards.

These financial statements are expressed in New Zealand dollars, which is Summerset’s functional currency. All financial

information has been rounded to the nearest thousand, unless otherwise stated.

The measurement basis adopted in the preparation of these financial statements is historical cost with the exception of the items

noted below.

• Interest rate swaps – Note 13

• Investment property – Note 10

• Land and buildings – Note 8

Basis of consolidation

Subsidiaries are fully consolidated at the date on which the Group obtains control, and continue to be consolidated until the

date when such control ceases. The financial statements are prepared for the same reporting period as the parent company,

Summerset Group Holdings Limited, using consistent accounting policies. All intra-group transactions and balances arising

within the Group are eliminated in full.

All subsidiary companies are 100% owned and incorporated in New Zealand with a balance date of 31 December.

The subsidiaries are:

RECONCILIATION OF OPERATING RESULTS AND OPERATING CASH FLOWS

2016

$000

2015

$000

Net profit for the period145,48084,245

Adjustments for:

Depreciation and amortisation expense

3,736 3,733

(Gain)/loss on disposal of property, plant and equipment

(37) 255

Fair value movement of investment property

(143,459) (83,458)

Net finance costs paid

9,052 8,370

Deferred tax expense/(credit)

158 (1,470)

Deferred management fee amortisation

(28,036) (21,779)

Employee share plan option cost

529 345

(

158,057

)


(

94,004

)

Movements in working capital

Increase/(decrease) in trade and other receivables

906 (1,155)

Increase in employee benefits

688 1,766

Increase/(decrease) in trade and other payables

1,456 (1,501)

Increase in residents’ loans net of non-cash amortisation

202,137 150,917

205,187 150,027

Net cash flows from operating activities 192,610 140,268

The accompanying notes form part of these financial statements.

Summerset Care LimitedSummerset Villages (Havelock North) LimitedSummerset Villages (Paraparaumu) Limited

Summerset Holdings LimitedSummerset Villages (Hobsonville) LimitedSummerset Villages (Parnell) Limited

Summerset LTI Trustee LimitedSummerset Villages (Karaka) LimitedSummerset Villages (Richmond) Limited

Summerset Management Group LimitedSummerset Villages (Katikati) LimitedSummerset Villages (Rototuna) Limited

Summerset Properties LimitedSummerset Villages (Levin) LimitedSummerset Villages (St Johns) Limited

Summerset Villages (Aotea) LimitedSummerset Villages (Lower Hutt) LimitedSummerset Villages (Taupo) Limited

Summerset Villages (Casebrook) LimitedSummerset Villages (Manukau) LimitedSummerset Villages (Trentham) Limited

Summerset Villages (Dunedin) LimitedSummerset Villages (Napier) LimitedSummerset Villages (Wanganui) Limited

Summerset Villages (Ellerslie) LimitedSummerset Villages (Nelson) LimitedSummerset Villages (Warkworth) Limited

Summerset Villages (Hamilton) LimitedSummerset Villages (New Plymouth) LimitedSummerset Villages (Wigram) Limited

Summerset Villages (Hastings) LimitedSummerset Villages (Palmerston North) LimitedWelhom Developments Limited

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

3534
SUMMERSET ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

(continued)

Accounting policies

Accounting policies that summarise the measurement basis used and are relevant to the understanding of the financial

statements are provided throughout the accompanying notes.

The accounting policies adopted have been applied consistently throughout the periods presented in these financial statements.

There are no new standards, amendments or interpretations that have been issued and are not yet effective, that are expected

to have a significant impact on the Group.

The Group adopted all mandatory new and amended NZ IFRS Standards and Interpretations. These new and amended NZ IFRS

Standards and Interpretations had a disclosure impact only on these financial statements.

NZ IFRS Standards and Interpretations that have recently been issued or amended but are not yet effective and have not been

adopted by the Group for the annual report period ending 31 December 2016 are outlined below:

NZ IFRS 15 – Revenue from contracts with customers

This standard will replace the current revenue recognition guidance in NZ IAS 18 – Revenue and NZ IAS 11 – Construction

contracts. This standard requires an entity to recognise revenue to depict the transfer of promised goods or services to

customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods

or services. The Group has yet to assess the full impact of this standard, however, the impact of this standard is not expected

to be significant for the Group.

NZ IFRS 16 – Leases

This standard will replace NZ IAS 17 – Leases. NZ IFRS 16 requires a lessee to recognise a lease liability reflecting future lease

payments and a ‘right-of-use asset’ for virtually all lease contracts. The Group has yet to assess the full impact of this standard,

however, the impact of this standard is not expected to be significant for the Group.

Critical accounting estimates and judgements

In preparing the financial statements management has made estimates and assumptions about the future that affect the

reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and

expenses during the period. Actual results may differ from those estimates.

Estimates and assumptions are regularly evaluated and are based on historical experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances. The principal areas of judgement

in preparing these financial statements are described in the following notes:

• Deferred management fee – Note 3

• Interest rate swaps – Note 13

• Revenue in advance – Note 3

• Valuation of investment property – Note 10

• Valuation of land and buildings – Note 8

2 SEGMENT REPORTING

The Group operates in one industry, being the provision of integrated retirement villages in New Zealand. The services provided

across all of the Group’s villages are similar, as are the type of customer and the regulatory environment. On this basis, the Group

has one reportable segment, and the Group results are the same as the results of the reportable segment. All resource allocation

decisions across the Group are made to optimise the consolidated Group’s result.

The Ministry of Health is a significant customer of the Group, as the Group derives care fee revenue in respect of eligible

government subsidised aged care residents. Fees earned from the Ministry of Health for the year ended 31 December 2016

amounted to $20.4 million (2015: $16.7 million). No other customers individually contribute a significant proportion of the

Group revenue. All revenue is earned in New Zealand.

3 REVENUE

Care fees and villages services income is recognised over the period in which the service is rendered.

Deferred management fees, which entitle residents to accommodation and the use of the community facilities within the village,

are recognised over the period of service, being the greater of the expected period of tenure or the contractual right to revenue.

The expected periods of tenure, being based on historical Summerset averages, are estimated to be seven to eight years for villas,

five years for apartments and three years for serviced apartments. Where the deferred management fees over the contractual

period exceeds the amortisation of the deferred management fee based on estimated tenure, the amount is recorded as a liability

(revenue in advance). Deferred management fees are recognised on a gross basis in the receipts for residents’ loans section of the

statement of cashflows.

Interest income is recognised in the income statement as it accrues, using the effective interest method.

4 OPERATING EXPENSES

2016

$000

2015

$000

Employee expenses

40,45532,215

Property-related expenses

11,6078,726

Other operating expenses

19,02516,396

Total operating expenses71,08757,337

Other operating expenses include:

2016

$000

2015

$000

Remuneration paid to auditors:

Audit and review of financial statements

193 184

Donations

- 4

Rent

647 451

5 NET FINANCE COSTS

Interest expense comprises interest payable on borrowings and is calculated using the effective interest rate method.

2016

$000

2015

$000

Interest on bank loans and related fees

11,491 9,655

Interest on swaps

2,312 685

Capitalised finance costs

(4,782) (1,999)

Finance charges on finance leases

31 29

Net finance costs 9,052 8,370

Borrowing costs are capitalised for property, plant and equipment (Note 8) and investment property (Note 10) if they are directly

attributable to the construction or production of a qualifying asset. Capitalisation of borrowing costs commences when the

activities to prepare the asset commence and expenditures and borrowing costs are incurred. Capitalisation of borrowing costs

continues until the assets are substantially ready for their intended use.

3736
SUMMERSET ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

(continued)

6 INCOME TAX

Tax expense comprises current and deferred tax, calculated using the tax rate enacted or substantively enacted at balance date

and any adjustment to tax payable in respect of prior years. Tax expense is recognised in the income statement except when it

relates to items recognised directly in the statement of comprehensive income, in which case the tax expense is recognised in

the statement of comprehensive income.

Deferred tax expense is recognised in respect of temporary differences between the carrying amounts of assets and liabilities

in the financial statements and the amounts used for taxation purposes. A deferred tax asset is recognised only to the extent it

is probable it will be utilised. Temporary differences for the initial recognition of assets or liabilities that affect neither accounting

nor taxable profit, unless they arise from business combination, are not provided for.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the

Group intends to settle its current tax assets and liabilities on a net basis.

(a) Income tax recognised in income statement

2016

$000

2015

$000

Tax expense comprises:

Deferred tax relating to the origination and reversal of temporary differences

158 (1,470)

Total tax expense/(credit) reported in income statement158

(

1,470

)

The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense in the financial

statements as follows:

2016

$000


%

2015

$000


%

Profit before tax145,63882,775

Income tax using the corporate tax rate

40,779 28.0% 23,177 28.0%

Capitalised interest

(1,339)(0.9%) (560)(0.7%)

Other non-deductible expenses

148 0.1% 97 0.1%

Non-assessable investment property revaluations

(40,168)(27.6%) (23,368)(28.2%)

Other

4150.3% (565)(0.7%)

Prior period adjustments

323 0.2% (251)(0.3%)

Total income tax expense/(credit)1580.1%

(

1,470

)(

1.8%

)

(b) Amounts charged or credited to other comprehensive income

2016

$000

2015

$000

Tax expense comprises:

Fair value movement of interest rate swaps

(496) (592)

Total tax credit reported in statement of comprehensive income

(

496

)


(

592

)

(c) Imputation credit account

There were no imputation credits received or paid during the year and the balance at 31 December 2016 is nil (2015: nil).

(d) Deferred tax

The deferred tax balance comprises:

2016

$000

2015

$000

Property, plant and equipment

10,105 10,080

Investment property

16,097 12,896

Revenue in advance

(8,266) (5,681)

Interest rate swaps

(1,371) (875)

Income tax losses not yet utilised

(3,578) (3,620)

Other items

(1,230) (705)

Net deferred tax liability11,757 12,095

Movement in the deferred tax balance comprises:

BALANCE

1 JAN 2016

$000

RECOGNISED

IN INCOME

$000

RECOGNISED

IN OCI*

$000

BALANCE

31 DEC 2016

$000

Property, plant and equipment

10,080 25 - 10,105

Investment property

12,896 3,201 - 16,097

Revenue in advance

(5,681) (2,585)- (8,266)

Interest rate swaps

(875)- (496) (1,371)

Income tax losses not yet utilised

(3,620)42-(3,578)

Other items

(705)(525)-(1,230)

Net deferred tax liability 12,095 158

(

496

)

11,757

BALANCE

1 JAN 2015

$000

RECOGNISED

IN INCOME

$000

RECOGNISED

IN OCI*

$000

BALANCE IN

31 DEC 2015

$000

Property, plant and equipment

9,764 316 - 10,080

Investment property

12,248 648 - 12,896

Revenue in advance

(4,266) (1,415) - (5,681)

Interest rate swaps

(283) - (592) (875)

Income tax losses not yet utilised

(2,754) (866) - (3,620)

Other items

(552) (153) - (705)

Net deferred tax liability 14,157

(

1,470

)


(

592

)

12,095

* Other comprehensive income

3938
SUMMERSET ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

(continued)

7 TRADE AND OTHER RECEIVABLES

Trade and other receivables are stated at amortised cost less impairment losses. Trade receivables are not significant on an

individual basis and are recognised initially at fair value and subsequently measured at amortised cost using the effective

interest rate, less an allowance for impairment. Impairment is assessed on an individual basis.

Sundry debtors includes amounts owing for occupation right agreements settled but not yet paid in full at balance date.

2016

$000

2015

$000

Trade receivables

2,100 1,244

Allowance for doubtful debts

(96) (43)

2,004 1,201

Prepayments

1,564 1,426

Accrued income

617 435

Sundry debtors

11,184 13,012

Total trade and other receivables 15,369 16,074

8 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment includes care facilities, both complete and under development, and corporate assets held.

All property, plant and equipment is initially recorded at cost. Cost includes expenditure that is directly attributable to the

acquisition of the asset. The cost of self-constructed assets includes material and direct labour, and any other costs directly

attributable to bringing the asset to its working condition for its intended use.

Subsequent to initial recognition, land and buildings related to care facilities are carried at a revalued amount, which is the fair

value at the date of the revaluation less any subsequent accumulated depreciation on buildings and accumulated impairment

losses, if any, since the assets were last revalued. Plant and equipment is subsequently measured at cost less accumulated

depreciation and impairment losses, if any. Where an item of plant and equipment is disposed of, the gain or loss recognised

in the income statement is calculated as the difference between the net sales price and the carrying

amount of the asset.

Fair value is determined by reference to market-based evidence, which is the amount for which the assets could be exchanged

between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation date.

Any revaluation surplus is recognised in other comprehensive income unless it reverses a revaluation decrease of the same asset

previously recognised in the income statement. Any revaluation deficit is recognised in the income statement unless it directly

offsets a previous surplus in the same asset in other comprehensive income. Any accumulated depreciation at revaluation

date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the

asset. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.

Independent valuations are performed with sufficient regularity to ensure that the carrying amount does not differ materially

from the asset’s fair value at the balance sheet date.

Note 5 provides details on capitalised borrowing costs.

Depreciation is charged to the income statement on a diminishing value basis over the estimated useful lives of each item

of property, plant and equipment, with the exception of land, which is not depreciated, and buildings which are depreciated

on a straight-line basis. Depreciation methods, useful lives and residual values are reassessed at the reporting date.

Major depreciation rates are as follows:

Buildings 2%Motor vehicles 20% to 31%

Furniture and fittings 8% to 40%Plant and equipment 8% to 67%

LAND

$000

BUILDINGS

$000

MOTOR

VEHICLES

$000

PLANT AND

EQUIPMENT

$000

FURNITURE

AND

FITTINGS

$000

TOTAL

$000

Cost

Balance at 1 January 2015 3,080 55,112 2,343 6,887 2,666 70,088

Additions

- 14,120 669 3,932 2,913 21,634

Disposals

- (16) (221) (1,479) (533) (2,249)

Reclassification

- (4,900) - - - (4,900)

Balance at 31 December 2015 3,080 64,316 2,791 9,340 5,046 84,573

Additions

- 12,089 321 2,434 1,269 16,113

Disposals

- - (356) - - (356)

Reclassification

- 4,900 (1,472) (4,080) (1,533) (2,185)

Balance at 31 December 2016 3,080 81,305 1,284 7,694 4,782 98,145

Accumulated depreciation

Balance at 1 January 2015 - - 1,568 3,297 1,664 6,529

Depreciation charge for the year

- 1,228 289 1,213 335 3,065

Impairment

- - (185) (1,381) (496) (2,062)

Balance at 31 December 2015 - 1,228 1,672 3,129 1,503 7, 5 3 2

Depreciation charge for the year

- 1,522 239 1,000 471 3,232

Disposals

- - (346) - - (346)

Reclassification

- (8) (934) (854) (302) (2,098)

Balance at 31 December 2016 - 2,742 631 3,275 1,672 8,320

Carrying amounts

As at 31 December 2015 3,080 63,088 1,119 6,211 3,543 77,041

As at 31 December 2016 3,080 78,563 653 4,419 3,110 89,825

4140
SUMMERSET ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

(continued)

8 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Revaluations

An independent valuation to determine the fair value of all completed care facilities which are classified as land and buildings

was carried out as at 31 December 2014 by CBRE Limited, an independent registered valuer. Valuations are carried out every

three years unless there are indicators of a significant change in fair value. CBRE determine the fair value of all care facility

assets using an earnings-based multiple approach. Significant assumptions used in the most recent valuation include market

value per care bed of between $79,000 and $144,000 and individual unit earning capitalisation rate of between 12.25% and 15.5%.

As the fair value of land and buildings is determined using inputs that are unobservable, the Group has categorised property,

plant and equipment as Level 3 under the fair value hierarchy in accordance with NZ IFRS 13 – Fair Value Measurement.

Sensitivity analysis to significant changes in unobservable inputs within Level 3 of the hierarchy

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy

of the entity’s portfolios of land and buildings are the capitalisation rates applied to individual unit earnings and the market

value per care bed. A significant decrease (increase) in the capitalisation rate would result in a significantly higher (lower) fair

value measurement and a significant increase (decrease) in the market value per care bed would result in a significantly higher

(lower) fair value measurement.

Reclassification

The reclassifications in 2016 relate to motor vehicles, plant and equipment and furniture and fittings that were reclassified

as investment property at 31 December 2015. The 2016 reclassifications correct the 31 December 2015 transfers from property,

plant and equipment to investment property to the appropriate classes of assets within property, plant and equipment.

Cost model

If land and buildings were measured using the cost model, the carrying amounts would be as follows:

20162015

LAND

$000

BUILDINGS

$000

TOTAL

$000

LAND

$000

BUILDINGS

$000

TOTAL

$000

Cost

3,115 73,155 76,270 3,115 61,066 64,181

Accumulated depreciation and impairment

losses

- (10,218) (10,218) - (8,696) (8,696)

Net carrying amount 3,115 62,937 66,052 3,115 52,370 55,485

Security

At 31 December 2016, care centres registered under the Retirement Villages Act 2003 are subject to a registered first mortgage in

favour of the Statutory Supervisor.

9 INTANGIBLE ASSETS

Intangible assets acquired by the Group are measured at cost less accumulated amortisation and accumulated impairment

losses. Amortisation is recognised in the income statement on a diminishing value basis over the estimated useful lives of

intangible assets from the date that they are available for use. The intangible assets are software. The major amortisation

rate is 50%.

TOTAL

$000

Cost

Balance at 1 January 2015 2,935

Additions

359

Disposals

(493)

As at 31 December 2015 2,801

Additions

1,014

As at 31 December 2016 3,815

Accumulated amortisation

Balance at 1 January 2015 1,571

Amortisation charge for the year

668

Disposals

(490)

As at 31 December 2015 1,749

Amortisation charge for the year

504

Balance at 31 December 2016 2,253

Carrying amounts

As at 31 December 2015 1,052

As at 31 December 2016 1,562

4342
SUMMERSET ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

(continued)

10 INVESTMENT PROPERTY

Investment properties are held to earn rental income and for capital appreciation. They comprise land and buildings and

associated equipment and furnishings relating to independent living units, serviced apartments and common facilities in

the retirement village. Investment properties include buildings under development. Initial recognition of investment property

is at cost and it is subsequently measured at fair value with any change in fair value recognised in the income statement.

Land acquired with the intention of constructing an investment property on it is classified as investment property from the

date of acquisition.

Rental income from investment property, being deferred management fees, is accounted for as described in Note 3.

Depreciation is not charged on investment property.

Note 5 provides details on capitalised borrowing costs.


2016

$000

2015

$000

Balance at beginning of period

1,261,170 958,171

Additions

186,747 220,117

Disposals

(13) (576)

Fair value movement:

Realised

54,377 38,483

Unrealised

89,082 44,975

Total investment property 1,591,363 1,261,170

The fair value of investment property as at 31 December 2016 was determined by CBRE Limited, an independent registered

valuer. The fair value of the Group’s investment property is determined on a semi-annual basis, based on market values, being

the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing

seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and

without compulsion. To assess the fair value of the Group’s interest in the village, CBRE has undertaken a cashflow analysis to

derive a net present value. There has been no change in valuation technique since the previous period.

Significant assumptions used by the valuer include a discount rate of between 13.75% and 16.0% (2015: 14.0% to 16.0%) and a

long-term nominal house price inflation rate of between 0% and 3.5% (2015: 0% to 3.5%). Other assumptions used by the valuer

include the average entry age of residents and occupancy periods of units.

The Group has deemed it is unable to reliably determine the fair value of non-land capital work in progress at 31 December 2016

and therefore is carried at cost. This equates to $122.3 million of investment property (2015: $99.5 million).

2016

$000

2015

$000

Valuation of manager’s net interest

790,036 623,970

Liability for residents’ loans

801,327637,200

Total investment property1,591,3631,261,170

As the fair value of investment property is determined using inputs that are unobservable, the Group has categorised investment

property as Level 3 under the fair value hierarchy in accordance with NZ IFRS 13 – Fair Value Measurement.

Sensitivity analysis to significant changes in unobservable inputs within Level 3 of the hierarchy

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy of

the entity’s portfolios of investment property are the discount rate, the long-term nominal house price inflation rate, the average

entry age of residents and the occupancy period of units. A significant decrease (increase) in the discount rate or the occupancy

period of units would result in a significantly higher (lower) fair value measurement and a significant increase (decrease) in the

average entry age of residents or the long-term nominal house price inflation rate would result in a significantly higher (lower)

fair value measurement.

Operating expenses

Direct operating expenses arising from investment property that generated rental income during the period amounted to $21.9

million (2015: $17.7 million). There were eight retirement units excluding work in progress (2015: 23) in investment property that

did not generate rental income during the period.

Security

At 31 December 2016, all investment property relating to registered retirement villages under the Retirement Villages Act 2003

are subject to a registered first mortgage in favour of the Statutory Supervisor to secure the Group’s obligations to the occupation

agreement holders.

11 TRADE AND OTHER PAYABLES

Trade and other payables are carried at amortised cost. Due to their short-term nature they are not discounted.


2016

$000

2015

$000

Trade payables

2,966 849

Accruals

23,458 21,848

Other payables

8,263 5,823

Total trade and other payables34,68728,520

12 EMPLOYEE BENEFITS

A provision is made for benefits accruing to employees in respect of wages, salaries, annual leave and short-term incentives when

it is probable that settlement will be required and the amount can be estimated reliably.


2016

$000

2015

$000

Holiday pay accrual

2,781 2,390

Other employee benefits

2,221 1,924

Total employee benefits5,0024,314

4544
SUMMERSET ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

(continued)

13 INTEREST RATE SWAPS

The Group uses interest rate swaps to manage its risk associated with interest rate fluctuations. Interest rate swaps are initially

recognised at fair value on the date a contract is entered into and are subsequently measured at fair value on each reporting

date. The fair values of the interest rate swaps are determined based on cash flows discounted to present value using current

market interest rates.

When interest rate swaps meet the criteria for cash flow hedge accounting, the effective portion of the gain or loss on the

hedging instrument is recognised in other comprehensive income, while the ineffective portion is recognised in the income

statement. Amounts taken to reserves are transferred out of reserves and included in the measurement of the hedged

transaction when the forecast transaction occurs. When interest rate swaps do not meet the criteria for cash flow hedge

accounting, all movements in fair value of the hedging instrument are recognised in the income statement.

Under the interest rate swap agreements, the Group has a right to receive interest at variable rates and to pay interest at

fixed rates. At 31 December 2016, the Group had interest rate swap agreements in place with a total notional principal amount

of $251 million (2015: $236 million). Of the swaps in place, at 31 December 2016 $179 million (2015: $94 million) are being used

to cover approximately 65% (2015: 38%) of the loan principal outstanding. These agreements effectively change the Group’s

interest exposure on the principal covered by the interest rate swaps from a floating rate to fixed rates, which range between

3.54% and 4.47% (2015: 3.15% and 4.47%).

The fair value of these agreements at 31 December 2016 is $4.9 million liability, comprised of $5.8 million of swap liabilities

and $0.9 million swap assets (2015: liability of $3.1 million, comprised of $3.9 million swap liabilities and $0.8 million swap assets).

Of this, a liability of $264,000 (2015: $134,000) is estimated to be current. The agreements cover notional amounts for a term of

between one and ten years.

The notional principal amounts and the period of expiry of the interest rate swap contracts are as follows:



2016

$000

2015

$000

Less than 1 year

22,000 30,000

Between 1 and 2 years

27,000 22,000

Between 2 and 3 years

37,000 27,000

Between 3 and 4 years

40,000 37,000

Between 4 and 5 years

25,000 30,000

Between 5 and 6 years

30,000 10,000

Between 6 and 7 years

10,000 30,000

Between 7 and 8 years

20,000 10,000

Between 8 and 9 years

25,000 20,000

Between 9 and 10 years

15,000 20,000

Total251,000236,000

14 RESIDENTS’ LOANS

An occupation right agreement confers a right of occupancy to a villa, apartment or serviced apartment. The consideration

received on the grant of an occupation right agreement is allocated to the resident’s loan in full. Residents’ loans are amounts

payable under occupation right agreements. These loans are non-interest-bearing and are payable when both an occupation

right agreement is terminated and there has been settlement of a new occupation right agreement for the same retirement unit

and the proceeds from the new settlement have been received by the Group. Residents’ loans are initially recognised at fair value

and subsequently measured at amortised cost.

The Group holds a contractual right to set-off the deferred management fee receivable on termination of an agreement against

the resident’s loan to be repaid. Residents’ loans are therefore recognised net of the deferred management fee receivable on

the balance sheet. Deferred management fees are payable by residents in consideration for the supply of accommodation and

the right to share in the use of community facilities. Deferred management fees are paid in arrears with the amount payable

calculated as a percentage of the resident’s loan amount as per the resident’s occupation right agreement. Deferred management

fee receivable is calculated and recorded based on the current tenure of the resident and the contractual right to deferred

management fee earned at balance date. Refer to Note 3 for further detail on recognition of deferred management fee revenue.


2016

$000

2015

$000

Balance at beginning of period

732,578 574,718

Amounts repaid on termination of occupation right agreements

(69,492) (51,018)

Amounts received on issue of new occupation right agreements

261,762 208,878

Total gross residents’ loans 924,848 732,578

Deferred management fees receivable

(

123,521

)


(

95,378

)

Total residents’ loans 801,327 637,200

Note 16 provides a split between current and non-current residents’ loans.

15 INTEREST-BEARING LOANS AND BORROWINGS

As at 31 December 2016, secured bank loans totalled $274.0 million (2015: $248.2 million).

Interest-bearing loans and borrowings are recognised initially at fair value net of directly attributable transaction costs, with

any difference between cost and redemption value being recognised in the income statement over the period of the borrowings

using the effective interest rate basis.

The weighted average interest rate for the year to 31 December 2016 was 3.58% (2015: 3.59%). This includes the impact of interest

rate swaps (see Note 13).

The secured bank loan facility at 31 December 2016 has a maximum of $450.0 million (2015: $450.0 million). Lending of $125.0

million expires in August 2018 and $325.0 million of lending expires in August 2020.

Security

The bank loans are secured by a general security agreement over the assets of Summerset Holdings Limited (a subsidiary of the

Company) subject to a first priority to the Statutory Supervisor over the village assets.

4746
SUMMERSET ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

(continued)

16 FINANCIAL INSTRUMENTS

Exposure to credit, market and liquidity risk arises in the normal course of the Group’s business. The Board reviews and agrees

on policies for managing each of these risks as summarised below. The Group has no exposure to foreign currency or any other

substantial market price risk.

Categories of financial instruments

All financial assets are classified as loans and receivables except for limited recourse loans which are designated as fair value

through profit or loss and interest rate swaps which are classified as derivatives held for trading. All financial liabilities except

interest rate swaps are classified as liabilities at amortised cost.

Credit risk

Credit risk is the risk of financial loss to the Group if a resident or counterparty to a financial instrument fails to meet their

contractual obligations. The Group’s exposure to credit risk relates to receivables from residents and bank balances. The Group

manages its exposure to credit risk. The Group’s cash is held with its principal banker, with the level of exposure to credit risk

considered minimal with low levels of cash generally held. Receivables balances are monitored on an ongoing basis and funds

are placed with high-credit-quality financial institutions. The level of risk associated with sundry debtors is considered minimal.

The Group does not require collateral from its debtors and the Directors consider the Group’s exposure to any concentration of

credit risk to be minimal.

The carrying amount of financial assets represents the Group’s maximum credit exposure. The status of trade receivables is as

follows:

20162015

GROSS

RECEIVABLE

$000

IMPAIRMENT

$000

GROSS

RECEIVABLE

$000

IMPAIRMENT

$000

Not past due

1,797 - 1,041 -

Past due 31 to 60 days

162 - 101 -

Past due 61 to 90 days

47 (2) 46 -

Past due more than 90 days

94 (94) 56 (43)

Total 2,100

(

96

)

1,244

(

43

)

In summary, trade receivables are determined to be impaired as follows:

2016

$000

2015

$000

Gross trade receivables

2,100 1,244

Impairment

(96) (43)

Net trade receivables 2,004 1,201

All amounts past due but not impaired have been reviewed and are considered recoverable.

Market risk

Market risk is the risk that changes in market prices such as interest rates will affect the Group’s income. The objective of

market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the

return on risk.

Interest rate risk

The Group’s exposure to interest rate risk is managed by seeking to obtain the most competitive rate of interest at all times.

The Group has also entered into interest rate swap agreements in order to provide an effective cash flow hedge against the

variability in floating interest rates. See Note 13 for details of the interest rate swap agreements.

At 31 December 2016 it is estimated that a general increase of one percentage point in interest rates would decrease the

Group’s profit before income tax by $2.6 million (2015: decrease by $2.4 million) and decrease total comprehensive income by

approximately $0.9 million (2015: decrease by $1.5 million).

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages

liquidity by maintaining adequate reserves and undrawn banking facilities by continuously monitoring forecast and actual

cash flows and matching the maturity profiles of financial assets and liabilities. The Group manages liquidity risk on residents’

loans and related sundry debtors through the contractual requirements of occupation rights agreements, whereby a resident’s

loan is only repaid on receipt of the loan monies from the incoming resident.

The following table sets out the contractual cash flows for all financial liabilities for the Group (including contractual interest

obligations on bank loans):

20162015

LESS THAN

1 YEAR

$000

GREATER THAN

1 YEAR

$000

LESS THAN

1 YEAR

$000

GREATER THAN

1 YEAR

$000

Financial liabilities

Trade and other payables

34,687-28,520-

Residents’ loans

53,339 747,988 55,287581,913

Interest-bearing loans and borrowings

9,809313,20910,127288,719

Interest rate swaps

42 17,147249,970

Total 97,8771,078,34493,958880,602

Residents’ loans are non-interest bearing and are not required to be repaid following termination of an occupation right

agreement until receipt of cash for the new resident loan from the incoming resident. The figures above have been calculated

using best estimates of resident loan repayments based on historical information. To date, cash for new residents’ loans

received has always exceeded cash from repaid residents’ loans, net of deferred management fees.

4948
SUMMERSET ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

(continued)

16 FINANCIAL INSTRUMENT (CONTINUED)

Fair values

The carrying amounts shown in the balance sheet approximate the fair value of the financial instruments, with the exception

of residents’ loans, shown below:


20162015

CARRYING

AMOUNT

$000

FAIR VALUE

$000

CARRYING

AMOUNT

$000

FAIR VALUE

$000

Residents’ loans

(801,327) (510,959) (637,200) (401,150)

Total

(

801,327

)


(

510,959

)


(

637,200

)


(

401,150

)

The fair value of residents’ loans is based on the present value of projected cash flows. Future cash flows are based on the

assumption that the average tenure periods are those disclosed above and have been discounted at 14% (2015: 14%). The fair

value of residents’ loans is categorised as Level 3 under the fair value hierarchy in accordance with NZ IFRS 13 – Fair Value

Measurement.

The fair value of interest rate swaps are determined using inputs from third parties that are observable, either directly (i.e. as

prices) or indirectly (i.e. derived from prices). Based on this, the Company and Group has categorised these financial instruments

as Level 2 under the fair value hierarchy in accordance with NZ IFRS 13 – Fair Value Measurement.

Capital management

The Group’s capital includes share capital, reserves and retained earnings. The objective of the Group’s capital management is

to ensure a strong credit rating to support business growth and maximise shareholder value. The Group’s capital is managed

through Summerset Holdings Limited and its subsidiaries (“SHL Group”). The SHL Group is subject to capital requirements

imposed by the bank through the Group Deed of Covenant. The SHL Group has met all externally imposed capital requirements

for the year ended 31 December 2016 (2015: all requirements met). The SHL Group capital structure is managed, and adjustments

are made, with Board approval. There were no changes to objectives, policies or processes during the year ended 31 December

2016 (2015: The Group’s Treasury policy was changed to increase the maximum tenure for hedging instruments and adjust the

spreading of maturities permitted for these).

17 SHARE CAPITAL AND RESERVES

At 31 December 2016, there were 221,337,808 ordinary shares on issue (2015: 220,263,506). All ordinary shares are fully paid and

have no par value. All shares carry one vote per share and carry the right to dividends.

2016

$000

2015

$000

Share capital

On issue at beginning of year

244,309240,946

Shares issued under the dividend reinvestment plan

4,1592,671

Other

33-

Shares paid under employee share plan

- 347

Employee share plan option cost

529 345

On issue at end of year249,030244,309

20162015

Share capital (in thousands of shares)

On issue at beginning of year

216,817215,815

Shares issued under the dividend reinvestment plan

892770

Shares issued under the employee share plan

- 232

On issue at end of year217,709216,817

The total shares on issue at 31 December 2016 of 221,337,808 for Summerset Group Holdings Limited differs from the share capital

for the Group due to shares held in 100% owned subsidiary, Summerset LTI Trustee Limited. As at 31 December 2016, 3,629,248

shares are held by Summerset LTI Trustee Limited for employee share plans which are eliminated on consolidation. Refer to Note

19 for further details on employee share plans.

Revaluation reserve

The revaluation reserve is used to record the revaluation of care facility land and buildings.

Hedging reserve

The hedging reserve is used to record gains or losses on instruments used as cash flow hedges. The amounts are recognised in

profit and loss when the hedged transaction affects profit and loss.

Dividends

On 24 March 2016 a dividend of 3.4 cents per ordinary share was paid to shareholders and on 9 September 2016 a dividend of 2.6

cents per ordinary share was paid to shareholders. (2015: on 25 March 2015 a dividend of 2.1 cents per ordinary share was paid to

shareholders and on 7 September 2015 a dividend of 1.85 cents per ordinary share was paid to shareholders).

A dividend reinvestment plan applied to the dividends paid. 557,924 ordinary shares were issued in relation to the plan for the

March 2016 dividend and 333,618 ordinary shares were issued in relation to the plan for the September 2016 dividend (2015:

447,575 ordinary shares were issued in March 2015 and 322,297 ordinary shares were issued in September 2015).

5150
SUMMERSET ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

(continued)

18 EARNINGS PER SHARE AND NET TANGIBLE ASSETS


20162015

Basic earnings per share

Earnings ($000)

145,480 84,245

Weighted average number of ordinary shares for the purpose of earnings

per share (in thousands)

217,352216,342

Basic earnings per share (cents per share)66.9338.94

20162015

Diluted earnings per share

Earnings ($000)

145,480 84,245

Weighted average number of ordinary shares for the purpose of earnings

per share (in thousands)

220,322219,050

Diluted earnings per share (cents per share)66.0338.46

20162015

Number of shares (in thousands)

Weighted average number of ordinary shares for the purpose of earnings

per share (basic)

217,352 216,342

Weighted average number of ordinary shares issued under employee share plans

2,9702,708

Weighted average number of ordinary shares for the purpose of earnings

per share (diluted)

220,322219,050

At 31 December 2016, there were 3,629,248 shares issued under employee share plans (Dec 2015: 3,446,488 shares).

20162015

Net tangible assets per share

Net tangible assets ($000)

544,053 408,734

Shares on issue at end of period (basic and in thousands)

217,709216,817

Net tangible assets per share (cents per share)249.90188.52

Net tangible assets is calculated as the total assets of the Group minus intangible assets and minus total liabilities. This measure

is provided as it is a commonly calculated figure and is useful for comparison with other entities.

19 EMPLOYEE SHARE PLAN

Senior employee share plan

The Group operates employee share plans for selected senior employees (“Participants”) to purchase shares in Summerset Group

Holdings Limited. The shares for the plans are held by a nominee on behalf of Participants, until such time after the vesting

of shares that the nominee is directed by the Participant to transfer or sell the shares, or the shares are sold by the nominee if

vesting criteria are not met. The shares carry the same rights as all other ordinary shares.

The Group has provided Participants with interest-free limited recourse loans to fund the acquisition of the shares for these

plans. These loans are held by Summerset LTI Trustee Limited and eliminate on consolidation.

The issue price of shares under the 2011 plan was determined using the offer price on the company’s NZX listing on 1 November

2011. The issue price of shares under the 2013 plan is determined from the volume weighted average price on the NZX during the

ten trading days prior to issue.

2011

SHARE PLAN

2013

SHARE PLAN

(

2013 ISSUES

)

2013

SHARE PLAN

(

2014 ISSUE

)

2013

SHARE PLAN

(

2015 ISSUE

)

2013

SHARE PLAN

(

2016 ISSUE

)

Commencement date

1 Nov 2011 16 Dec 2013 16 Dec 2013 16 Dec 2013 16 Dec 2013

Issue price

$1.40$3.20 & $3.47$2.68$3.91$4.76

Expiry date of interest-free

limited recourse loans

31 Oct 2017 30 Jun 2018 30 Jun 2019 30 Jun 2020 30 Jun 2021

Years that the performance goals

relate to

2012 to 2013 2014 to 2016 2015 to 2017 2016 to 2018 2017 to 2019

% of shares vested

100%25%

1

42%

1

0%0%

Vesting date of final tranche

31 Dec 2013 31 Dec 2016 31 Dec 2017 31 Dec 2018 31 Dec 2019

The performance hurdles for each grant of shares under the 2013 share plan between 2013 and 2015 to executive team members

(CEO and direct reports) are based on the Group’s total shareholder return relative to the performance of relevant peers and the

NZX 50.

The performance hurdles for the grant of shares under the 2013 share plan in 2016 to executive team members are based on:

• 50% absolute earnings (cumulative actual underlying net profit after tax for the Group against budget)

• 25% relative earnings (earnings per share growth of the Group compared to a defined peer group)

• 10% employee initiatives

• 10% customer initiatives

• 5% clinical strategy initiatives

There are no performance hurdles for grants of shares to senior management team members other than members of the

executive team, whose hurdles are described above.

750,000 shares were vested and eligible for exercise at 31 December 2016 (2015: 750,000). The exercise price was $1.40 (2015: $1.40).

An additional 590,831 shares were vested on 31 December 2016 but are not eligible for exercise until 24 February 2017.

1

Vesting date 31 December 2016, release date 24 February 2017.

5352
SUMMERSET ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

(continued)

19 EMPLOYEE SHARE PLAN (CONTINUED)

The share plans are equity-settled schemes and are measured at fair value at the date of the grant. The fair value determined

at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Group’s estimate

that the shares will vest. These options were valued using the Black Scholes valuation model and the option cost for the year

ending 31 December 2016 of $490,000 has been recognised in the income statement of the Company and the Group for that

period (2015: $345,000).

20162015

2011

SHARE

PLAN

2013

SHARE

PLAN

(

2013

ISSUES

)

2013

SHARE

PLAN

(

2014

ISSUES

)

2013

SHARE

PLAN

(

2015

ISSUES

)

2013

SHARE

PLAN

(

2016

ISSUES

)

2011

SHARE

PLAN

2013

SHARE

PLAN

(

2013

ISSUES

)

2013

SHARE

PLAN

(

2014

ISSUES

)

2013

SHARE

PLAN

(

2015

ISSUES

)

Shares held at year end

(in thousands)

750283723893868750678769945

Share plan shares held at year end

as a percentage of shares on issue

0.3%0.1%0.3%0.4%0.4%0.3%0.3%0.3%0.4%

Valuation assumptions

Discount to reflect shares

may not meet vesting criteria

20%30%30%0-30%0-15%20%30%30%0-30%

Volatility

20%21-22%21%22%23%20%21-22%21%22%

790,125 shares that did not meet vesting criteria were cancelled under the 2013 Share Plan on 12 April 2016. The range of exercise

prices at 31 December 2016 is $1.40 to $4.76 (2015: $1.40 to $3.91).

20162015

WEIGHTED

AVERAGE

EXERCISE PRICE

NUMBER

OF SHARES

000’S

WEIGHTED

AVERAGE

EXERCISE PRICE

NUMBER

OF SHARES

000’S

Balance at beginning of the period

$2.89 3,142 $2.40 2,734

Issued during the year

$4.76 868 $3.91 945

Issued to employees following

vesting and repayment of loans

- - $1.50 (232)

Forfeited during the year

$3.26 (492)$2.88 (305)

Balance at end of the period$3.30 3,518 $2.89 3,142

All staff employee share plan

The Group implemented an all staff employee share plan in 2016 to better align employee and shareholder interests. A total of 626

employees participated in the plan for the year ending 31 December 2016. The Group contributed $779 per participating employee.

A total of 104,542 Summerset shares were issued under the scheme at $4.66 per share. The shares are held by Summerset LTI

Trustee Limited and vest to participating employees after a three-year period.

The option cost for the year ending 31 December 2016 of $39,000 has been recognised in the income statement of the Company

and the Group for that period (2015: nil).

20 RELATED PARTY TRANSACTIONS

The Group has no loans to employees’ receivable at 31 December 2016 (2015: $1.5 million). Refer to Note 19 for employee share plan

details.

Certain Summerset Directors have relevant interests in a number of companies that we have transactions with in the normal

course of business. A number of Directors are also non-executive Directors of other companies. Any transactions undertaken

with these entities are in the ordinary course of business.

21 KEY MANAGEMENT PERSONNEL COMPENSATION

The compensation of the key management personnel of the Group is set out below:

2016

$000

2015

$000

Directors’ fees

508 538

Short-term employee benefits

2,548 2,596

Share-based payments

429 345

Termination payments

- 337

Total 3,4853,816

Refer to Note 19 for employee share plan details for key management personnel and Note 20 for loans advanced to key

management personnel.

5554
SUMMERSET ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

(continued)

22 COMMITMENTS AND CONTINGENCIES

Operating lease commitments

Non-cancellable operating lease rentals are payable as follows:

2016

$000

2015

$000

Less than 1 year

1,074 398

Between 1 and 5 years

6,151 2,287

More than 5 years

7,183 4,068

Total operating lease commitments 14,408 6,753

During the year ended 31 December 2016, $0.6 million was recognised in the income statement in respect of operating leases

(2015: $0.5 million).

Guarantees

At 31 December 2016, NZX Limited held a guarantee in respect of the Group, as required by the NZX Listing Rules, for $75,000

(2015: $75,000).

Capital commitments

At 31 December 2016, the Group had $73.8 million of capital commitments in relation to construction contracts

(2015: $51.1 million).

Contingent liabilities

There were no known material contingent liabilities at 31 December 2016 (2015: nil).

23 SUBSEQUENT EVENTS

On 22 February 2017, the Directors approved a final dividend of $11.3 million, being 5.1 cents per share. The dividend record date is

9 March 2017 with a payment date of 22 March 2017.

There have been no other events subsequent to 31 December 2016 that materially impact on the results reported (2015: nil).

INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS

OF SUMMERSET GROUP HOLDINGS LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the consolidated financial statements of Summerset Group Holdings Limited (“the company”) and its

subsidiaries (together “the group”) on pages 27 to 54, which comprise the statement of financial position of the group as at

31 December 2016, and the income statement, statement of comprehensive income, statement of changes in equity and

statement of cash flows for the year then ended of the group, and the notes to the consolidated financial statements including

a summary of significant accounting policies.

In our opinion, the consolidated financial statements on pages 27 to 54 present fairly, in all material respects, the financial

position of the group as at 31 December 2016 and its financial performance and cash flows for the year then ended in accordance

with New Zealand equivalents to International Financial Reporting Standards and International Financial Reporting Standards.

This report is made solely to the company’s shareholders, as a body. Our audit has been undertaken so that we might state to the

company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To the

fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s

shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the group in accordance with Professional and Ethical Standard 1 (revised) Code of Ethics for Assurance

Practitioners issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interest in, Summerset Group Holdings Limited or any

of its subsidiaries. Partners and employees of our firm may deal with the group on normal terms within the ordinary course of

trading activities of the business of the group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated

financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each

matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section

of the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures

designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit

procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying consolidated financial statements.

Chartered Accountants


Independent A uditor's Report

To

the Shareholders of Summerset Group H oldings Limited

R

eport on the Financial Statements

We have audited the financial statements of Summerset Group Holdings Limited (the “company”)

and its subsidiaries (“the group”) on pages 2 to 24, which comprise the statement of financial

position of the group as at 31 December 2015, and the statement of comprehensive income, income

statement, statement of changes in equity and statement of cash flows for the year then ended of

the group, and a summary of significant accounting policies and other explanatory information.

This report is made solely to the company's shareholders as a body. Our audit has been undertaken

so that we might state to the company's shareholders those matters we are required to state to

them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the company and the company's

shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Directors’ Responsibility for the Financial Statements

The directors are responsible on behalf of the company for the preparation and fair presentation of

the financial statements in accordance with New Zealand Equivalents to International Financial

Reporting Standards and International Financial Reporting Standards, and for such internal control

as the directors determine is necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

A uditor's Responsibility

Our responsibility is to express an opinion on the financial statements based on our audit. We

conducted our audit in accordance with International Standards on Auditing (New Zealand). These

auditing standards require that we comply with relevant ethical requirements and plan and perform

the audit to obtain reasonable assurance about whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on our judgement,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, we have considered the internal control

relevant to the entity’s preparation and fair presentation of the financial statements in order to

design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates, as well as evaluating the overall presentation of the financial statements.

We believe we have obtained sufficient and appropriate audit evidence to provide a basis for our

audit opinion.

Other than in our capacity as auditor we have no relationship with, or interest in, the group.

Partners and employees of our firm may deal with the group on normal terms within the ordinary

course of trading activities of the business of the group.

Opinion

In our opinion, the financial statements on pages 2 to 24 present fairly, in all material respects, the

financial position of the group as at 31 December 2015 and the financial performance and cash

flows of the group for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards and International Financial Reporting Standards.




23 February 2016

Wellington

5756
SUMMERSET ANNUAL REPORT 2016

Valuation of investment properties

WHY SIGNIFICANT?HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

Summerset’s retirement village assets (excluding care

facilities) are recorded as Investment Property and account

for 93% of total assets.

Investment Properties are carried at fair value. The group

engages an independent registered valuer to determine the

fair value of investment properties at balance date.

The valuation requires the use of judgement specific to

each of the properties. Significant input assumptions used

in the valuation are subjective and are not observable

through available market information. These assumptions

are the discount rate, the forecast long-term nominal house

price inflation, the average entry age of residents and the

expected occupancy period of the units for each property.

The valuation approach and significant assumptions are

described in Note 10 Investment Property to the

consolidated financial statements.

Investment properties are recorded at the value determined

by the valuer, adjusted for gross residents’ loans and deferred

management fees receivable which are recognised separately

on the statement of financial position but reflected in the cash

flow model to determine each village’s valuation.

Our work focused on understanding the overall valuation

methodology for compliance with NZ IFRS 13 Fair Value

Measurement and evaluating significant inputs. In

obtaining sufficient audit evidence, we:

• assessed the qualifications, independence and

objectivity of the external valuer;

• assessed and discussed the valuation reports with the

independent valuer;

• tested, on a sample basis, village specific information

supplied to the external valuer by Summerset to the

underlying records held by the group;

• assessed the significant input assumptions applied,

being the discount rate, the forecast long-term nominal

house price inflation, the average entry age of residents

and the expected occupancy period of the units for

each property, and valuation outcomes for each

property evaluated against the rest of the portfolio

and the retirement village sector;

• involved our real estate valuation specialists to assist

us in analysing the valuations and evaluating the

underlying assumptions;

• considered the impact of new development work

and the completeness of the assets included in the

valuation; and

• assessed the adequacy of the related financial

statement disclosures.

Recognition and Measurement of Capital Work in Progress

WHY SIGNIFICANT?HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

Summerset has a significant village development programme.

Additions to investment property during the 2016 year

totalled $187 million comprising land, materials, labour and

other directly attributable costs.

The capitalisation of development costs is considered a

key audit matter as judgement is applied by the group to

identify and measure directly attributable costs. Alternative

judgements could lead to different profit and work in progress

balances being reported in the financial statements.

Summerset records non-land work in progress at cost, as

it has determined it is unable to measure the fair value of

construction whilst in progress. Non-land work in progress

of $123 million, representing 7% of total assets, was included

in the balance of Investment Property as described in Note 10

Investment Property to the consolidated financial statements.

The balance of work in progress carried at cost is tested for

indicators of impairment at the end of each six month period.

Our work on capitalised development costs focused on

the group’s process for identifying and recording directly

attributable costs, including allocations of head office

costs and capitalised interest. In obtaining sufficient

audit evidence for each component we:

• evaluated the group’s estimate of head office costs

directly attributable to development activities;

• tested, on a sample basis, capital costs incurred;

• assessed the judgements made in relation to the

timing of recognition of property acquisitions and the

measurement of incomplete property at balance date;

• considered the attribution of costs from work in

progress to completed village units, care facilities

and other assets; and

• evaluated the group’s review of work in progress

at balance date for impairment.


Deferred Management Fee Revenue Recognition

WHY SIGNIFICANT?HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

Deferred management fee revenue is 33% of Summerset’s total

revenue. Summerset recognises deferred management fee

revenue from residents over the longer of the expected period

of tenure or the contractual right to revenue in accordance

with the terms of the resident’s occupational right agreement.

The amount of revenue recognised in each year is subject to

the group’s judgement of each residents’ expected tenure in

the village, the terms of the occupational right agreement

and the type of unit occupied.

Deferred management fee revenue and the associated

deferred management fee receivable and revenue in advance

balances are discussed in Note 3 Revenue to the consolidated

financial statements.

Our work focused on understanding the overall

calculation methodology and testing the integrity of

inputs and key assumptions to revenue recognition

throughout the period. In doing so, we:

• assessed the accuracy of the inputs to, and calculation

of, deferred management fee revenue recognised

during 2016;

• agreed the contractual terms of a sample of residents

used in the revenue recognition calculation to the

occupational right agreement;

• compared the movements year on year in revenue

recognised by village and unit type based on an

expectation derived from the nature of the population

of occupational right agreements; and

• considered the group’s assessment of assumed

tenure against actual observed tenure.

Chartered Accountants


Independent A uditor's Report

To

the Shareholders of Summerset Group H oldings Limited

R

eport on the Financial Statements

We have audited the financial statements of Summerset Group Holdings Limited (the “company”)

and its subsidiaries (“the group”) on pages 2 to 24, which comprise the statement of financial

position of the group as at 31 December 2015, and the statement of comprehensive income, income

statement, statement of changes in equity and statement of cash flows for the year then ended of

the group, and a summary of significant accounting policies and other explanatory information.

This report is made solely to the company's shareholders as a body. Our audit has been undertaken

so that we might state to the company's shareholders those matters we are required to state to

them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the company and the company's

shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Directors’ Responsibility for the Financial Statements

The directors are responsible on behalf of the company for the preparation and fair presentation of

the financial statements in accordance with New Zealand Equivalents to International Financial

Reporting Standards and International Financial Reporting Standards, and for such internal control

as the directors determine is necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

A uditor's Responsibility

Our responsibility is to express an opinion on the financial statements based on our audit. We

conducted our audit in accordance with International Standards on Auditing (New Zealand). These

auditing standards require that we comply with relevant ethical requirements and plan and perform

the audit to obtain reasonable assurance about whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on our judgement,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, we have considered the internal control

relevant to the entity’s preparation and fair presentation of the financial statements in order to

design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates, as well as evaluating the overall presentation of the financial statements.

We believe we have obtained sufficient and appropriate audit evidence to provide a basis for our

audit opinion.

Other than in our capacity as auditor we have no relationship with, or interest in, the group.

Partners and employees of our firm may deal with the group on normal terms within the ordinary

course of trading activities of the business of the group.

Opinion

In our opinion, the financial statements on pages 2 to 24 present fairly, in all material respects, the

financial position of the group as at 31 December 2015 and the financial performance and cash

flows of the group for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards and International Financial Reporting Standards.




23 February 2016

Wellington

5958
SUMMERSET ANNUAL REPORT 2016

Chartered Accountants


Independent A uditor's Report

To

the Shareholders of Summerset Group H oldings Limited

R

eport on the Financial Statements

We have audited the financial statements of Summerset Group Holdings Limited (the “company”)

and its subsidiaries (“the group”) on pages 2 to 24, which comprise the statement of financial

position of the group as at 31 December 2015, and the statement of comprehensive income, income

statement, statement of changes in equity and statement of cash flows for the year then ended of

the group, and a summary of significant accounting policies and other explanatory information.

This report is made solely to the company's shareholders as a body. Our audit has been undertaken

so that we might state to the company's shareholders those matters we are required to state to

them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the company and the company's

shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Directors’ Responsibility for the Financial Statements

The directors are responsible on behalf of the company for the preparation and fair presentation of

the financial statements in accordance with New Zealand Equivalents to International Financial

Reporting Standards and International Financial Reporting Standards, and for such internal control

as the directors determine is necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

A uditor's Responsibility

Our responsibility is to express an opinion on the financial statements based on our audit. We

conducted our audit in accordance with International Standards on Auditing (New Zealand). These

auditing standards require that we comply with relevant ethical requirements and plan and perform

the audit to obtain reasonable assurance about whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on our judgement,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, we have considered the internal control

relevant to the entity’s preparation and fair presentation of the financial statements in order to

design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates, as well as evaluating the overall presentation of the financial statements.

We believe we have obtained sufficient and appropriate audit evidence to provide a basis for our

audit opinion.

Other than in our capacity as auditor we have no relationship with, or interest in, the group.

Partners and employees of our firm may deal with the group on normal terms within the ordinary

course of trading activities of the business of the group.

Opinion

In our opinion, the financial statements on pages 2 to 24 present fairly, in all material respects, the

financial position of the group as at 31 December 2015 and the financial performance and cash

flows of the group for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards and International Financial Reporting Standards.




23 February 2016

Wellington


Information Other than the Financial Statements and Auditor’s Report

The directors of the company are responsible for the Annual Report, which includes information other than the consolidated

financial statements and the auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form

of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,

in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or

our knowledge obtained during the audit, or otherwise appears to be materially misstated. If, based upon the work we have

performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Directors’ Responsibilities for the Financial Statements

The directors are responsible on behalf of the entity for the preparation and fair presentation of the consolidated financial

statements in accordance with New Zealand equivalents to International Financial Reporting Standards and International

Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the preparation

of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the group’s ability to continue as

a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting

unless the directors either intend to liquidate the group or cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards

on Auditing (New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located at External Reporting

Board’s website: https://xrb.govt.nz/Site/Auditing_Assurance_Standards/Current_Standards/Page1.aspx

This description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Stuart Mutch.

Wellington

22 February 2017

Chartered Accountants


Independent A uditor's Report

To

the Shareholders of Summerset Group H oldings Limited

R

eport on the Financial Statements

We have audited the financial statements of Summerset Group Holdings Limited (the “company”)

and its subsidiaries (“the group”) on pages 2 to 24, which comprise the statement of financial

position of the group as at 31 December 2015, and the statement of comprehensive income, income

statement, statement of changes in equity and statement of cash flows for the year then ended of

the group, and a summary of significant accounting policies and other explanatory information.

This report is made solely to the company's shareholders as a body. Our audit has been undertaken

so that we might state to the company's shareholders those matters we are required to state to

them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the company and the company's

shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Directors’ Responsibility for the Financial Statements

The directors are responsible on behalf of the company for the preparation and fair presentation of

the financial statements in accordance with New Zealand Equivalents to International Financial

Reporting Standards and International Financial Reporting Standards, and for such internal control

as the directors determine is necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

A uditor's Responsibility

Our responsibility is to express an opinion on the financial statements based on our audit. We

conducted our audit in accordance with International Standards on Auditing (New Zealand). These

auditing standards require that we comply with relevant ethical requirements and plan and perform

the audit to obtain reasonable assurance about whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on our judgement,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, we have considered the internal control

relevant to the entity’s preparation and fair presentation of the financial statements in order to

design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates, as well as evaluating the overall presentation of the financial statements.

We believe we have obtained sufficient and appropriate audit evidence to provide a basis for our

audit opinion.

Other than in our capacity as auditor we have no relationship with, or interest in, the group.

Partners and employees of our firm may deal with the group on normal terms within the ordinary

course of trading activities of the business of the group.

Opinion

In our opinion, the financial statements on pages 2 to 24 present fairly, in all material respects, the

financial position of the group as at 31 December 2015 and the financial performance and cash

flows of the group for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards and International Financial Reporting Standards.




23 February 2016

Wellington


Wigram’s new village centre

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SUMMERSET ANNUAL REPORT 2016

GOVERNANCE

Summerset is committed to following best-practice governance structures and principles and to having good governance

overseeing the way in which the Company operates. It also takes account of the Company’s listings on both NZX and ASX.

Summerset has adopted the principles below as an appropriate way to demonstrate Summerset’s compliance with these

fundamental principles and to illustrate the transparency of Summerset’s approach to corporate governance for the benefit

of its Shareholders and other stakeholders.

Summerset’s Board and Committee Charters, and policies and guidelines referred to in this section, are available to view

at www.summerset.co.nz/investor-centre/corporate-governance/charters-policies.

1 ENSURING SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Role of the Board of Directors

The Board of Directors is elected by Shareholders, and has responsibility for taking appropriate steps to protect and enhance

the value of the assets of the Company in the best interests of its Shareholders. The Board has adopted a formal Board Charter

detailing its authority, responsibilities, membership and operation.

The key responsibilities of the Board include setting the overall direction and strategy of the Company, establishing appropriate

policies and monitoring performance of management. The Board appoints the Chief Executive Officer and delegates the day-to-

day operating of the business to the Chief Executive Officer. The Chief Executive Officer implements policies and strategies set

by the Board and is accountable to it. The Board also has responsibility for ensuring the Company’s financial position is sound,

financial statements comply with generally accepted accounting practice, and for ensuring that the Company adheres to high

standards of ethical and corporate behaviour.

The Board currently carries out its responsibilities according to the following mandate:

• At least two, or, if there are eight or more Directors, three or one-third of the total number of Directors should be Independent

as defined in the NZX Listing Rules;

• The Chair of the Board should be a non-executive Director;

• Directors should possess a broad range of skills, qualifications and experience, and remain current on how to best perform

their duties as Directors;

• Information of sufficient content, quality and timeliness as the Board considers necessary shall be provided by management

to allow the Board to effectively discharge its duties;

• The effectiveness and performance of the Board and its individual members should be re-evaluated on an annual basis.

All Directors have been issued letters setting out the terms and conditions of their appointment. The Chief Executive Officer and

members of the executive management team have employment agreements setting out their roles and conditions of employment.

Delegation of authority

The Board delegates to the Chief Executive Officer responsibility for implementing the Board’s strategy and for managing the

Company’s operations. The Chief Executive Officer has Board-approved levels of authority and, in turn, sub-delegates authority

in some cases to direct reports, and has established a formal process for direct reports to sub-delegate certain authorities as

appropriate. This is documented in the Delegation and Powers Reserved to the Board Policy.

Senior executive performance

The Board evaluates annually the performance of the Chief Executive Officer. The Chief Executive Officer reviews the

performance of direct reports and reports to the Board on those reviews. The evaluation is based on criteria that include

the performance of the business and the accomplishment of longer-term strategic objectives. It may include quantitative

and qualitative measures. During the most recent financial year, performance evaluations were conducted in accordance

with this process.

2 STRUCTURING THE BOARD TO ADD VALUE

Board composition

The Company’s constitution prescribes that the Board shall be comprised of a minimum of three Directors, with at least two

Directors ordinarily resident in New Zealand. The Board currently comprises five non-executive Independent Directors. In

determining whether a Director is Independent the Board has regard to the NZX Listing Rules.

As at 31 December 2016, the non-executive Independent Directors were Rob Campbell (Chair), James Ogden, Dr Marie Bismark,

Anne Urlwin and Gráinne Troute. Dr Andrew Wong will be appointed as a non-executive Independent Director on 1 March 2017.

More information on the Directors, including their interests, qualifications and shareholdings, is provided in the Directors’

Profiles and Statutory Information sections of this report.

The Board holds regular scheduled meetings. The Directors generally receive material for Board meetings five working days in

advance, except in the case of special meetings for which the time period may be shorter owing to the urgency of the matter to

be considered.

All Directors have access to executive management to discuss issues or obtain information on specific areas in relation to items

to be considered at Board meetings or other areas as considered appropriate. Key executives and managers are invited to

attend and participate in appropriate sessions at Board meetings. Directors have unrestricted access to Company records and

information.

Directors are entitled to obtain independent professional advice relating to the affairs of the Company or other responsibilities.

Prior approval of the Chair is required before seeking such advice and Directors are expected to ensure that the cost of such

advice is reasonable.

Retirement and re-election

In accordance with the Company’s constitution and the Rules, one third of the Directors are required to retire by rotation and

may offer themselves for re-election by Shareholders each year. Procedures for the appointment and removal of Directors are

also governed by the constitution. The Nominations and Remuneration Committee identifies and nominates candidates to fill

Director vacancies for the approval of the Board.

Board committees

The Board has three standing committees, being the Audit Committee, the Nominations and Remuneration Committee and the

Clinical Governance Committee. Each committee operates under charters approved by the Board, and any recommendations

they make are recommendations to the Board. The terms of reference for each committee are reviewed annually. All Directors

are entitled to attend committee meetings.

Audit Committee

Details for this Committee can be found in section 4 of this Statement of Corporate Governance.

Nominations and Remuneration Committee

The role of the Nominations and Remuneration Committee is to assist the Board in establishing and reviewing remuneration

policies and practices for the Company and in reviewing Board composition. Specific objectives include:

• Assist the Board in planning the Board’s composition;

• Evaluate the competencies required of prospective Directors (both non-executive and executive);

• Identify those prospective Directors and establish their degree of independence;

• Develop the succession plans for the Board, and make recommendations to the Board accordingly;

• Oversee the process of the Board’s annual performance self-assessment and the performance of the Directors; and

• Establish remuneration policies and practices and set and review the remuneration of the company’s Chief Executive

Officer, executive management team and Directors.

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SUMMERSET ANNUAL REPORT 2016

The Nominations and Remuneration Committee must be comprised of a minimum of three Directors, the majority of whom must

be Independent. The Committee currently comprises of Anne Urlwin (Chair), Dr Marie Bismark, James Ogden and Gráinne Troute.

The Board’s policy is that the Board needs to have an appropriate mix of skills, experience and diversity to ensure that it is well

equipped. The Board reviews and evaluates on a regular basis the skill mix required and identifies where gaps exists.

Clinical Governance Committee

The role of the Clinical Governance Committee is to assist the Board in ensuring a systematic approach to maintaining and

improving the quality of care provided by the Company. Specific objectives include:

• Provide assurance that appropriate clinical governance mechanisms are in place and are effective throughout the

organisation;

• Support the leadership role of the Chief Executive Officer in relation to issues of quality, safety and clinical risk;

• Work with management to identify priorities for improvement;

• Ensure that the principles and standards of clinical governance are applied to the health improvement and health

protection activities of the Board; and

• Ensure that appropriate mechanisms are in place for the effective engagement of representatives of residents and

clinical staff.

The Clinical Governance Committee must be comprised of a minimum of three Directors. The Committee currently comprises

of Dr Marie Bismark (Chair), Anne Urlwin and Gráinne Troute.

Attendance at Board and Committee meetings

A total of nine Board meetings, six Audit Committee meetings, five Nominations and Remunerations Committee meetings,

and three Clinical Governance Committee meeting were held in 2016. Director attendance at Board meetings and committee

member attendance at committee meetings is shown below. Directors that were not members of committees also attended

some committee meetings as invited attendees. Their attendance is not recorded below.


Audit Committee meetings

DIRECTORATTENDANCE

James Ogden (Chair)

6/6

Anne Urlwin

6/6

Norah Barlow

2/2

Rob Campbell

6/6

Gráinne Troute

1/1

Board meetings

DIRECTORATTENDANCE

Rob Campbell (Chair)

9/9

James Ogden

9/9

Anne Urlwin

9/9

Dr Marie Bismark

9/9

Norah Barlow

2/2

Gráinne Troute

5/5

Nominations and Remuneration Committee meetings

DIRECTORATTENDANCE

Anne Urlwin (Chair)

5/5

James Ogden

5/5

Dr Marie Bismark

5/5

Gráinne Troute

3/3

Clinical Governance Committee meetings

DIRECTORATTENDANCE

Dr Marie Bismark (Chair)

3/3

Anne Urlwin

3/3

Norah Barlow

1/1

Gráinne Troute

1/1

GOVERNANCE

(continued)

Board performance

The Board undertakes an annual self-assessment of its performance, as does each Committee. The Chair also undertakes an

annual review of individual Board member performance.

3 PROMOTING ETHICAL AND RESPONSIBLE DECISION MAKING

Ethical standards

The Board maintains high standards of ethical conduct and expects the Company’s employees to act legally and with integrity

in a manner consistent with the policies, guiding principles and values that are in place. These include the following:

• Code of Ethics – This guide sets out the basic principles of legal and ethical conduct expected of all employees and Directors.

The Company encourages open and honest communication by staff about any current or potential problem, complaint,

suggestion, concern, or question.

• Conflicts of interest – To maintain integrity in decision making each Director must advise the Board of any potential conflict

of interest if such arises. If a significant conflict of interest exists, the Director concerned will have no involvement in the

decision-making process relating to the matter.

• Securities trading – Directors and employees of the Company are subject to limitations on their ability to buy or sell Company

shares in accordance with the Company’s Securities Trading Policy, the Rules, and the Financial Markets Conduct Act 2013.

• Gifts, entertainment and inducements – The Company has a gifts, entertainment and inducements policy governing the

acceptance and reporting of benefits given to staff by third parties.

• Interest register – In accordance with the Companies Act 1993 and the Financial Markets Conduct Act 2013, the Company

maintains an Interests Register in which all relevant transactions and matters involving the Directors are recorded.

Gender diversity

The Company has a Gender Diversity Policy which sets objectives that will be measured annually to assess performance.

The objectives set out in the policy are:

• Annually review and report on, in the annual report, the gender composition of the Board;

• Annually review and report on, in the annual report, the gender composition of the executive management team;

• The Nominations and Remuneration Committee of the Board will review and report to the Board on the appointment

process for all executive positions on the matter of gender diversity;

• The Board, annually, will require the Chief Executive Officer and Head of Human Resources to review and report on

the gender composition of the wider organisation and, in particular, the mix of genders in management roles throughout

the organisation.

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SUMMERSET ANNUAL REPORT 2016

These objectives are measured annually, with all objectives being met for the 2016 year. As at 31 December 2016 (and 31 December

2015 for the prior comparative period), the mix of gender of those employed by the Company is set out below:

CATEGORYGENDER20162015

Directors

Male22

Female33

TOTAL55

Officers

Male22

Female--

TOTAL22

Senior Executives

Male55

Female11

TOTAL66

All staff

Male250207

Female792615

TOTAL1,042822

Officers of the Company are the Chief Executive Officer and Chief Financial Officer. Senior Executives are defined as the executive

management team (including the Chief Executive Officer and Chief Financial Officer).

These figures include permanent full-time, permanent part-time and fixed-term employees, but not independent contractors.

4 SAFEGUARDING THE INTEGRITY OF FINANCIAL REPORTING

Audit Committee

While the ultimate responsibility to ensure the integrity of the Company’s financial reporting rests with the Board,

the Company has in place processes to ensure the accurate presentation of its financial position. These include:

• An appropriately resourced Audit Committee operating under a written charter with specific responsibilities for financial

reporting and risk management;

• Review and consideration by the Audit Committee of the financial information and preliminary releases of results to the

market, which then make recommendations to the Board;

• A process to ensure the independence and competence of the Company’s external auditors and a process to ensure their

compliance with the Company’s Audit Independence Policy;

• Responsibility for appointment of the external auditors residing with the Audit Committee;

One of the main purposes of the Audit Committee is to ensure the quality and independence of the external audit process.

The Audit Committee make enquiries of management and the external auditors so that they are satisfied as to the validity

and accuracy of all aspects of the Company’s financial reporting. All aspects of the external audit are reported back to the

Audit Committee and the external auditors are given the opportunity at Audit Committee meetings to meet with Directors.

GOVERNANCE

(continued)

The Audit Committee also considers the adequacy of Summerset’s internal controls and oversees internal audit processes.

The Audit Committee must be comprised of a minimum of three Directors, the majority of whom must be Independent. The

committee is chaired by an Independent chair who is not the chair of the Board. The Committee currently comprises of James

Ogden (Chair), Anne Urlwin, Rob Campbell and Gráinne Troute.

The Committee generally invites the Chief Executive Officer, Chief Financial Officer, Deputy Chief Financial Officer and external

auditors to attend meetings. The Committee also meets and receives regular reports from the external auditors without

management present, concerning any matters that arise in connection with the performance of their role.

5 MAKING TIMELY AND BALANCED DISCLOSURE

The Company is committed to promoting shareholder confidence through open, timely and accurate market communication.

The Company has in place procedures designed to ensure compliance with its disclosure obligations under the NZX and ASX

Listing Rules. The Company’s Market Disclosure and Communication policy sets out the responsibilities of the Board and

management in disclosure and communication and procedures for managing this obligation.

6 RESPECTING THE RIGHTS OF SHAREHOLDERS

The Company seeks to ensure that its shareholders understand its activities by communicating effectively with them and giving

them ready access to clear and balanced information about the company.

To assist with this, the Company’s website is maintained with relevant information, including copies of presentations, reports

and market releases. The Company’s key corporate governance policies are also included on the website.

The Company’s major communications with shareholders during the financial year include its annual and half-year reports

and the annual meeting of shareholders. The annual and half-year reports are available in electronic and hard copy format.

7 RECOGNISING AND MANAGING RISK

The Company has a risk management framework for identifying, overseeing, managing and controlling risk. The processes

involved require the maintenance of a risk register that identifies key business risks and initiatives deployed to manage and

mitigate those risks.

The Board has responsibility for the oversight of Summerset’s risk management programme. Their responsibilities in this

regard are set out in the Board Charter.

The Company’s senior management maintain a risk register and this is updated regularly.

8 REMUNERATING FAIRLY AND RESPONSIBLY

The Board’s Nominations and Remuneration Committee has a formal charter. Its membership and role are set out under

section 2 above.

Further details on remuneration are provided in the Remuneration section of this Report.

COMPLIANCE WITH NZX CORPORATE GOVERNANCE BEST PRACTICE CODE

Summerset meets all the best practice requirements of the Code.

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SUMMERSET ANNUAL REPORT 2016

DIRECTOR REMUNERATION

The Company distinguishes the structure of non-executive Directors’ remuneration from that of executive Directors.

The total amount of remuneration and other benefits received by each Director during the year ended 31 December 2016 are

provided below.

DIRECTORDIRECTORS’ FEESRESPONSIBILITY

Rob Campbell

$165,000Chairman

Anne Urlwin

$87,500Director, Chair of Nomination and Remuneration Committee

James Ogden

$95,000Director, Chair of Audit Committee

Dr Marie Bismark

$87,500Director, Chair of Clinical Governance Committee

Norah Barlow

*

$26,667Director

Gráinne Troute

**

$26,667Director

Total$488,334

*

Norah Barlow retired as a Director on 29 April 2016.

**

Gráinne Troute was appointed as a Director on 1 September 2016.

Directors’ fees above include standard remuneration for holding Committee Chair roles.

As at 31 December 2016, the standard annual Director fees per annum were $165,000 for the Chairman, and $80,000 for

non-executive Directors. The additional fee for the Chairman of the Audit Committee was $15,000 and additional fees for the

Chairman of the Nomination and Remuneration Committee and the Chairman of the Clinical Governance Committee were

$7,500 each.

Directors’ fees are reviewed from time to time. The maximum aggregate amount of remuneration payable by Summerset to

Directors (in their capacity as Directors) was set at $600,000 per annum in April 2014 for the non-executive Directors. Current

annualised Directors’ fees are $515,000, inclusive of additional remuneration for Committee Chairs. An additional Director will

be appointed as a non-executive Independent Director on 1 March 2017, which will increase annualised Directors’ fees to $595,000.

The Board intends to propose to shareholders that the maximum aggregate amount of remuneration payable by Summerset to

Directors (in their capacity as Directors) is increased at the Annual Meeting in April 2017.

Directors’ fees exclude GST, where appropriate. Directors are entitled to be reimbursed for costs directly associated with carrying

out their duties, including travel costs.

Directors and Officers also have the benefit of Directors’ and Officers’ liability insurance. Cover is for damages, judgements, fines,

penalties, legal costs awarded and defence costs arising from wrongful acts committed whilst acting for Summerset. There are

some exclusions within the policy. The insurance cover is supplemented by the provision of Director and Officer indemnities from

the Company but this does not extend to criminal acts.

EXECUTIVE REMUNERATION

The remuneration of members of the executive team (CEO and direct reports) is designed to promote a high-performance culture

and to align executive reward to the development and achievement of strategies and business objectives to create sustainable

value for shareholders.

The Board is assisted in delivering its responsibilities and objectives for executive remuneration by the Nomination and

Remuneration Committee. The role and membership of this Committee is set out in section 2 of the Statement of Corporate

Governance.

REMUNERATION

Summerset’s remuneration policy for members of the executive team provides the opportunity for them to receive, where

performance merits, a total remuneration package in the upper quartile for equivalent market-matched roles. The Nomination

and Remuneration Committee reviews the annual performance appraisal outcomes for all executive members, including the

Chief Executive Officer. The review takes into account external benchmarking to ensure competitiveness with comparable market

peers, along with consideration of an individual’s performance, skills, expertise and experience.

Total remuneration is made up of three components: fixed remuneration, short-term performance-based cash remuneration and

long-term performance-based equity remuneration.

Fixed remuneration

Fixed remuneration consists of base salary and benefits. Summerset’s policy is to pay fixed remuneration with reference to the

fixed pay market median.

Short-term incentives

Short-term incentives (STI) are at-risk payments designed to motivate and reward for performance, typically in that financial

year. The target value of an STI payment is set annually, usually as a percentage of the executive’s base salary. For 2016, the

relevant percentages were 25% to 50%.

A proportion (80% for the Chief Executive Officer, 70% for other executive team members) of the STI is related to achievement

of annual performance metrics which aim to align executives to a shared set of key performance indicators (KPIs) based on

business priorities for the next 12 months. Target areas for the shared KPIs for 2016 are outlined below:

TARGETWEIGHTING

Financial: Underlying EBITDA performance against budget

40%

Occupation right agreement sales results against budget

20%

Retirement unit delivery against budget

20%

Clinical and customer satisfaction

10%

Employee and health and safety initiatives

10%

There are three performance levels within each target area: ‘gate-opener’, ‘on-target’ and ‘maximum performance’, with 100% of

the amount allocated to that target area being payable when the on-target level is achieved. The maximum performance levels

allow employees to be rewarded for performance above target levels. The maximum amount of an STI payment for an executive

team member is 112% of the STI on-target amount for that executive team member.

The balance of the STI is related to individual performance measures.

In the event that gate-opener underlying EBITDA performance against budget is not achieved, no STI payment will be made.

Long-term incentives

Long-term incentives (LTI) are at-risk payments designed to align the reward of executive team members with the enhancement

of shareholder value over a multi-year period.

Under the LTI, executive team members are able to purchase shares in Summerset Group Holdings Limited. The shares for the

plans are held by a nominee on behalf of the executive team members until such time after the vesting of shares that the nominee

is directed by the executive team member to transfer or sell the shares, or the shares are sold by the nominee if vesting criteria

are not met. The shares carry the same rights as all other ordinary shares.

The Group has provided executive team members participating in the LTI with interest-free limited recourse loans to fund

the acquisition of the shares for these plans. These loans must be repaid in full before shares are transferred to executives

from the nominee.

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SUMMERSET ANNUAL REPORT 2016

An LTI plan commenced on 1 November 2011, upon the Company listing on the NZX Main Board, under which grants were made

to executive team members. Vesting of shares was contingent on achievement of certain profitability levels in the business. The

vesting criteria were achieved and all shares vested. This plan has now closed with final vesting occurring in December 2013.

Loans remain outstanding for vested shares under this plan, with payment due by 31 October 2017.

An updated plan commenced on 16 December 2013. Under this plan, grants are made annually, with performance measured

over two-and-three-year periods. The value of each grant is set at the date of the grant and currently represents 15% to 40%

of an executive team member’s fixed remuneration. The Nomination and Remuneration Committee takes independent advice

in determining the number of shares to issue for each grant. Vesting of shares is subject to achievement of performance hurdles

which are assessed over two-and-three-year periods.

The performance hurdles for each grant under the LTI plan made between 2013 and 2015 are based on Summerset’s total

shareholder return (TSR) relative to the performance of relevant peers and the NZX 50.

The performance hurdles for the grants made in 2016 are based on:

• 50% absolute earnings (cumulative actual underlying net profit after tax for the Group against budget)

• 25% relative earnings (earnings per share growth of the Group compared to a defined peer group)

• 10% employee initiatives

• 10% customer initiatives

• 5% clinical strategy initiatives

Performance hurdles are set by the Board with the objective of aligning executive reward to the development and achievement

of strategies and business objectives to create sustainable value for shareholders. The Board considers that the performance

hurdles reflect the drivers of sustainable value for shareholders.

In addition to the LTI plan in place for executive team members, Summerset also operates an un-hurdled LTI plan for other

senior managers.

CHIEF EXECUTIVE OFFICER REMUNERATION

Remuneration for years ended 31 December 2016 and 31 December 2015

FIXED

REMUNERATION

PAY FOR

PERFORMANCE

TOTAL

REMUNERATION

SALARYOTHER BENEFITS

1

SUBTOTALSTILT ISUBTOTAL

FY2016

$445,485$4,515$450,000$235,620

2

$180,000

3

$415,620$865,620

FY2015

$445,485$4,515$450,000$188,266

4

$180,000

5

$368,266$818,266

Two-year summary

TOTAL

REMUNERATION

% STI AWARDED

AGAINST MAXIMUM

STI PERFORMANCE

PERIOD

% LTI VESTED

AGAINST MAXIMUM

SPAN OF LTI

PERFORMANCE PERIODS

FY2016

$865,620104.7%FY20150%

6

FY2014 – FY2015

FY2015

$818,26684.5%FY2014N /A

7

N /A

1 Other benefits include medical insurance and income protection insurance. The Chief Executive Officer chooses not to participate

in Kiwisaver

2 STI for FY2015 performance period (paid FY2016)

3 LTI value granted in FY2016 period (which will vest based on performance in FY2017 to FY2019)

4 STI for FY2014 performance period (paid FY2015)

5 LTI value granted in FY2015 period (which will vest based on performance in FY2016 to FY2018)

6 Vesting date 31 December 2015, release date 25 February 2016

7 No shares available for vesting

The STI in the table on the previous page is based on amounts paid in the financial period. The LTI awarded refers to shares

eligible for vesting during the financial period.

Description of Chief Executive Officer pay for performance for the year ended 31 December 2016

PLANDESCRIPTIONPERFORMANCE MEASURES

PERCENTAGE OF

MAXIMUM AWARDED

STISet at 50% of fixed remuneration for FY2016 on-plan

performance, up to a maximum of 1.12 times (equal

to 56% of fixed remuneration), where the highest

levels of both company and individual performance

measures are achieved.

80% based on the company target

areas (see table earlier for weightings)

103.8%

20% based on individual measures100%

LT IIn February 2016, vesting for 193,181 shares issued

under the LTI Scheme at $3.20 on 16 December 2013

was assessed per the Plan Rules. The assessment

period was 1 January 2014 to 31 December 2015. The

vesting criteria were not met and no shares vested.

50% measured against comparable

peer group TSR hurdle

0%

50% measured against NZX 50 group

TSR hurdle

Did not vest

The above STI payment will be paid in FY2017.

Chief Executive Officer LTI share movements for the year ended 31 December 2016

DEC 2011

ISSUE

DEC 2013

ISSUE

DEC 2014

ISSUE

DEC 2015

ISSUE

DEC 2016

ISSUE


TOTAL

Balance 1 January 2016

464,286350,588403,185314,972-1,533,031

Forfeited

-(193,181)---(193,181)

Granted

----237,005237,005

Balance 31 December 2016

464,286157,407403,185314,972237,0051,576,855

Vesting Status

VestedPartially

vested

Partially

vested

UnvestedUnvested

Issue Price

$1.40$3.20$2.68$3.91$4.76

The table above includes shares issued under the LTI plan prior to 1 April 2014 when the Chief Executive Officer took up this role

(previously Chief Financial Officer).

339,141 shares were vested on 31 December 2016 but are not eligible for exercise until 24 February 2017.

REMUNERATION

(continued)

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SUMMERSET ANNUAL REPORT 2016

EMPLOYEE REMUNERATION

The number of employees or former employees (including employees holding office as Directors of subsidiaries), who received

remuneration and other benefits valued at or exceeding $100,000 during the financial year ended 31 December 2016 are specified

in the table below.

The remuneration figures shown in the “Remuneration” column includes all monetary payments actually paid during the course

of the year ended 31 December 2016. The table also includes the grant value of employee share plan shares issued to individuals

under Summerset’s LTI plan during the same period. The table does not include amounts paid post 31 December 2016 that relate

to the year ended 31 December 2016.

The method of calculating remuneration has been reviewed and updated from prior Annual Reports, where the value of share

options provided to individuals was previously used to determine the long-term incentive portion of the remuneration figure.

REMUNERATIONNO. OF EMPLOYEESREMUNERATIONNO. OF EMPLOYEES

$100,000 to $109,99918$220,000 to $229,9991

$110,000 to $119,99911$230,000 to $239,9992

$120,000 to $129,9996$280,000 to $289,9991

$130,000 to $139,9996$300,000 to $309,9991

$140,000 to $149,9994$310,000 to $319,9991

$150,000 to $159,9995$370,000 to $379,9991

$160,000 to $169,9996$550,000 to $559,9991

$170,000 to $179,9993$570,000 to $579,9991

$180,000 to $189,9992$860,000 to $869,9991

$200,000 to $209,9993

PAY GA P

The pay gap represents the number of times greater the Chief Executive Officer remuneration is to an employee paid at the

median of all Summerset employees. For the purposes of determining the median paid to all Summerset employees, all permanent

full-time, permanent part-time and fixed-term employees are included, with part-time employee remuneration adjusted to a full

time equivalent amount.

At 31 December 2016, the Chief Executive Officer’s base salary of $445,485 was 11.6 times that of the median employee at

$38,480 per annum. The Chief Executive Officer’s total remuneration, including STI and LTI was $865,620, 21.7 times the total

remuneration of the median employee at $39,838.

REMUNERATION

(continued)

Willem, a Taupo resident in his garden

7372
SUMMERSET ANNUAL REPORT 2016

DISCLOSURES

1 DIRECTORS DURING THE YEAR ENDED 31 DECEMBER 2016

Norah Barlow retired from the Board on 29 April 2016. Gráinne Troute was appointed to the Board on 1 September 2016.

2 DIRECTORS’ INTERESTS

Directors made the following entries in the interests register pursuant to Section 140 of the Companies Act 1993 during the year

ended 31 December 2016.

Rob Campbell: Disclosed he ceased to hold the following positions in respect of the following entities: Murray and Co (NZ) (Board

Member), Aotearoa Financial Investments Limited (Shareholder and Director), Harmoney Limited (Chairman), Localist Limited

(Director), Ora HQ Limited (Director), NZ Market Limited (Director), Urban Sherpa Limited (Director), Foundry Innovations

Limited (Director), Brand Developers Limited (Director), Dialedin (Advisory Board Member), Truescape Limited (NZ) (Board

Member). It was also disclosed in the register that Turners and Growers Limited (NZ), for which Rob Campbell is a Director,

changed name to T&G Global Limited (NZ).

Anne Urlwin: No changes disclosed.

James Ogden: Disclosed the following positions in respect of the following entities: Pencarrow Bridge Fund GP Limited (Director),

Tegel Group Holdings Limited (Chairman).

Dr Marie Bismark: Disclosed she ceased to hold the following positions in respect of the following entities: Veteran’s Health

Advisory Panel (Chair), University of Melbourne (Research Fellow). Disclosed the following positions in respect of the following

entities: Veterans’ Health Advisory Panel (Member), University of Melbourne (Associate Professor), Melbourne Health (Psychiatry

Registrar).

Norah Barlow: Retired as a Director in April 2016, as such all interests have been removed from the interests register: Cigna

Life Insurance (Independent Director), National Advisory Council on the Employment of Women (Member), Merseyside Limited

(Director), Kensington Trust (Trustee), Ingenia Communities Holdings Limited (Director), Netball Central Zone Board (Member),

Estia Health Pty Limited (Director), Lifemark Design Limited (Director), Vigil Monitoring Limited (Director), Evolve Education

Group Limited (Director), Methven Limited (Director), Allied Health, Science and Technical Workforces Taskforce Governance

Group (Appointee).

Gráinne Troute: Appointed as a Director in September 2016 and disclosed the following position in respect of the following entity:

Tourism Holdings Limited (Director).

3 INFORMATION USED BY DIRECTORS

There were no notices from Directors of the Company requesting to disclose or use Company information received in their

capacity as Directors that would not otherwise have been available to them.

4 DIRECTORS’ SHAREHOLDINGS

Securities in the Company in which each Director has a relevant interest as at 31 December 2016 are specified in the table below.

DIRECTORSHARES HELD

Rob Campbell

47,081

Anne Urlwin

15,178

James Ogden

409,504

Dr Marie Bismark

15,295

Gráinne Troute

-

Total487,058

5 SECURITIES DEALINGS OF DIRECTORS

During the year, Directors disclosed the following transactions in respect of Section 148(2) of the Companies Act 1993. These

transactions took place in accordance with the Company’s Securities Trading Policy.

DIRECTORDATE OF

TRANSACTION

NUMBER

OF SHARES

ACQUIRED/

(

DISPOSED

)

CONSIDERATION

Rob Campbell

24 March 2016251Issue of shares under dividend reinvestment plan at $4.25 per share

9 September 2016152Issue of shares under dividend reinvestment plan at $5.37 per share

Anne Urlwin

24 March 201680Issue of shares under dividend reinvestment plan at $4.25 per share

9 September 201649Issue of shares under dividend reinvestment plan at $5.37 per share

James Ogden

24 March 20162,178Issue of shares under dividend reinvestment plan at $4.25 per share

9 September 20161,325Issue of shares under dividend reinvestment plan at $5.37 per share

Dr Marie Bismark

8 March 201610,350On-market purchase of ordinary shares at average price of $4.00 per share

24 March 201633Issue of shares under dividend reinvestment plan at $4.25 per share

9 September 201662Issue of shares under dividend reinvestment plan at $5.37 per share

Norah Barlow

24 March 20162,712Issue of shares under dividend reinvestment plan at $4.25 per share

9 September 20161,649Issue of shares under dividend reinvestment plan at $5.37 per share

6 DIRECTOR APPOINTMENT DATES

The date of each Director’s first appointment to the position of Director is provided below. Since the date of appointment,

Directors have been re-appointed at Annual Meetings when retiring by rotation when required.

DIRECTORAPPOINTMENT DATE

Rob Campbell 2 September 2011

Anne Urlwin 1 March 2014

James Ogden

*

2 September 2011

Dr Marie Bismark1 September 2013

Gráinne Troute1 September 2016

*

James Ogden was also a Director from 1 October 2007 to 26 March 2009.

7 INDEMNITY AND INSURANCE

In accordance with Section 162 of the Companies Act 1993 and the constitution of the Company, the Company has arranged

insurance for, and indemnities to, Directors and Officers of the Company, including Directors of subsidiary companies, for

losses from actions undertaken in the course of their legitimate duties or costs incurred in any proceeding.

7574
SUMMERSET ANNUAL REPORT 2016

DISCLOSURES

(continued)

8 SUBSIDIARY COMPANIES’ DIRECTORS

The remuneration of employees acting as Directors of subsidiaries is disclosed in the relevant banding of remuneration set out

under the heading Employee Remuneration. Employees did not receive additional remuneration or benefits for acting as Directors

during the year.

Julian Cook, Scott Scoullar, Paul Morris and Leanne Walker are Directors of all the Company’s subsidiaries as at 31 December

2016, with the exception of Summerset LTI Trustee Limited (the Directors of which are Rob Campbell and Dr Marie Bismark).

No extra remuneration is payable to any Director of the Company for any Directorship of a subsidiary.

9 TOP 20 SHAREHOLDERS AS AT 31 DECEMBER 2016

RANKREGISTERED SHAREHOLDERNUMBER OF SHARES% OF SHARES

1New Zealand Central Securities Depository Limited

97,479,174 44.04%

2FNZ Custodians Limited

12,504,972 5.65%

3Custodial Services Limited

9,389,482 4.24%

4Forsyth Barr Custodians Ltd

8,070,516 3.65%

5Custodial Services Limited

4,095,985 1.85%

6Summerset LTI Trustee Limited

3,629,248 1.64%

7Custodial Services Limited

3,331,253 1.51%

8Investment Custodial Services Limited

2,690,465 1.22%

9Custodial Services Limited

2,590,543 1.17%

10Custodial Services Limited

1,543,619 0.70%

11JBWERE (NZ) Nominees Limited

1,536,561 0.69%

12Paul Stanley Morris & Clive Stephen Morris

1,527,321 0.69%

13Custodial Services Limited

1,450,313 0.66%

14BNP Paribas Nominees Pty Ltd

1,433,818 0.65%

15New Zealand Depository Nominee Limited

1,134,240 0.51%

16ASB Nominees Limited

1,049,913 0.47%

17PT Booster Investments Nominees Limited

940,389 0.42%

18FNZ Custodians Limited

907,590 0.41%

19Motutapu Investments Limited

875,010 0.40%

20Custodial Services Limited

793,813 0.36%

TOTAL156,974,22570.93%

10 SHAREHOLDERS HELD THROUGH THE NZCSD AS AT 31 DECEMBER 2016

New Zealand Central Securities Depository Limited (NZCSD) provides a custodian depository service that allows electronic

trading of securities to its members and does not have a beneficial interest in these shares. As at 31 December 2016, the 10 largest

shareholdings in the Company held through NZCSD were:

RANKSHAREHOLDERNUMBER OF SHARES% OF SHARES

1Tea Custodians Limited

14,968,9446.76%

2HSBC Nominees (New Zealand) Limited

12,416,2275.61%

3JPMorgan Chase Bank

11,868,9675.36%

4National Nominees New Zealand Limited

11,552,4095.22%

5New Zealand Superannuation Fund Nominees Limited

10,340,7534.67%

6Citibank Nominees (NZ) Limited

10,306,4494.66%

7HSBC Nominees (New Zealand) Limited

8,775,9353.96%

8Cogent Nominees Limited

5,352,8452.42%

9Accident Compensation Corporation

3,743,5741.69%

10Guardian Nominees No2 Limited

2,424,5981.10%

11 SPREAD OF SHAREHOLDERS AS AT 31 DECEMBER 2016

SIZE OF

SHAREHOLDING

SHAREHOLDERS

NUMBER

SHAREHOLDERS

%

SHARES

NUMBER

SHARES

%

1 to 1,000

1,51417.33%876,1290.40%

1,001 to 5,000

4,26448.80%11,496,5345.19%

5,001 to 10,000

1,63718.74%12,050,8535.44%

10,001 to 50,000

1,17213.41%22,641,67110.23%

50,001 to 100,000

760.87%5,263,3802.38%

100,001 and over

740.85%169,009,24176.36%

TOTAL8,737100.00%221,337,808100.00%

7776
SUMMERSET ANNUAL REPORT 2016

12 SUBSTANTIAL PRODUCT HOLDER NOTICES RECEIVED AS AT 31 DECEMBER 2016

According to the records kept by the Company under the Financial Market Conducts Act 2013 the following were substantial

holders in the Company as at 31 December 2016. The total number of voting products on issue at 31 December 2016 was

221,337,808 ordinary shares.

SHAREHOLDERRELEVANT

INTEREST

PERCENTAGE HELD

AT DATE OF NOTICE

DATE OF

NOTICE

Coopers Investors Pty Limited

13,870,9736.42%21 October 2013

Harbour Asset Management Limited

13,506,5756.14%16 August 2016

First NZ Capital Group Limited

11,013,8215.01%17 June 2016

13 WAIVERS FROM THE NZX LISTING RULES

There have been no waivers from the application of NZX Listing Rules for the year ended 31 December 2016.

14 CREDIT R ATING

The Company has no credit rating.

This annual report is authorised for and on behalf of the Board by:

DISCLOSURES

(continued)

James Ogden

Director and Chairman

of the Audit Committee

Rob Campbell

Director and Chairman of the Board

Authorised for issue on 22 February 2017

Croquet players in Napier

7978
SUMMERSET ANNUAL REPORT 2016

REGISTERED OFFICES

New Zealand

Level 20, Majestic Centre,

100 Willis Street, Wellington 6011,

New Zealand

PO Box 5187, Lambton Quay,

Wellington 6145

Phone: +64 4 894 7320

Email: reception@summerset.co.nz

www.summerset.co.nz

Australia

Deutsche Bank Place,

Level 5, 126 Phillip Street,

Sydne y, NSW,

Australia 2000

Auditor

Ernst & Young

Bankers

ANZ Bank New Zealand Limited

ASB Bank Limited

Bank of New Zealand Limited

Statutory Supervisor

Public Trust

Share Registrar

Link Market Services,

PO Box 91976, Auckland 1142,

New Zealand

Phone: +64 9 375 5998

Fax: +64 9 375 5990

Email: enquiries@linkmarketservices.co.nz

Directors

Rob Campbell

Gráinne Troute

Dr Marie Bismark

James Ogden

Anne Urlwin

Company Secretary

Leanne Walker

COMPANY INFORMATION

An Ellerslie villa

8180
SUMMERSET ANNUAL REPORT 2016

AUCKLAND

Summerset Falls

31 Mansel Drive, Warkworth 0910

Phone (09) 425 1200

Summerset at Monterey Park

1 Squadron Drive, Hobsonville, Auckland 0618

Phone (09) 951 8920

Summerset at Heritage Park

8 Harrison Road, Ellerslie, Auckland 1060

Phone (09) 950 7960

Summerset by the Park

7 Flat Bush School Road, Flat Bush 2016

Phone (09) 272 3950

Summerset at Karaka

49 Pararekau Road, Karaka 2580

Phone (09) 951 8900

WA IK ATO

Summerset down the Lane

206 Dixon Road, Hamilton 3206

Phone (07) 843 0157

Summerset by the Lake

2 Wharewaka Road, Wharewaka, Taupo 3330

Phone (07) 376 9470

BAY OF PLENTY

Summerset by the Sea

181 Park Road, Katikati 3129

Phone (07) 985 6890

HAWKES BAY

Summerset in the Bay

79 Merlot Drive, Greenmeadows, Napier 4112

Phone (06) 845 2840

Summerset in the Orchard

1228 Ada Street, Parkvale, Hastings 4122

Phone (06) 974 1310

Summerset in the Vines

249 Te Mata Road, Havelock North 4130

Phone (06) 877 1185

TARANAKI

Summerset Mountain View

35 Fernbrook Drive, Vogeltown, New Plymouth 4310

Phone (06) 824 8900

MANUWATU – WANGANUI

Summerset in the River City

40 Burton Avenue, Wanganui East, Wanganui 4500

Phone (06) 343 3133

Summerset on Summerhill

180 Ruapehu Drive, Fitzherbert, Palmerston North 4410

Phone (06) 354 4964

Summerset by the Ranges

102 Liverpool Street, Levin 5510

Phone (06) 367 0337

WELLINGTON

Summerset on the Coast

104 Realm Drive, Paraparaumu 5032

Phone (04) 298 3540

Summerset at Aotea

15 Aotea Drive, Aotea, Porirua 5024

Phone (04) 235 0011

Summerset at the Course

20 Racecourse Road, Trentham, Upper Hutt 5018

Phone (04) 527 2980

NELSON

Summerset in the Sun

16 Sargeson Street, Stoke, Nelson 7011

Phone (03) 538 0000

CANTERBURY

Summerset at Wigram

135 Awatea Road, Wigram, Christchurch 8025

Phone (03) 741 0870

OTAGO

Summerset at Bishopscourt

36 Shetland Street, Wakari, Dunedin 9010

Phone (03) 950 3110

DIRECTORY

Hastings

Napier

Lower Hu

Aotea

Havelock North

Dunedin

Levin

Paraparaumu

Palmerston North

Taupo

Trentham

Wanganui

Warkworth

Legend

Proposed villages

Katikati

In development

Manukau

Parnell

Ellerslie

St Johns

Completed villages

Karaka

New Plymouth

Hobsonville

Nelson

Casebrook

Wigram

Hamilton

Rototuna

Richmond

Hastings

Napier

Lower Hu

Aotea

Havelock North

Dunedin

Levin

Paraparaumu

Palmerston North

Taupo

Trentham

Wanganui

Warkworth

Legend

Proposed villages

Katikati

In development

Manukau

Parnell

Ellerslie

St Johns

Completed villages

Karaka

New Plymouth

Hobsonville

Nelson

Casebrook

Wigram

Hamilton

Rototuna

Richmond

---

Summerset Group Holdings Limited
Results for announcement to the market


Reporting Period 12 months to 31 December 2016

Previous Reporting Period 12 months to 31 December 2015


Amount (000s) Percentage change

Revenue from ordinary

activities

NZ$86,054 +25.2%

Total income from

ordinary activities

NZ$229,513 +50.8%

Profit from ordinary

activities after tax

attributable to security

holder

NZ$145,480 +72.7%

Net profit attributable to

security holders

NZ$145,480 +72.7%

Underlying profit NZ$56,556 +49.6%


Final Dividend Amount per security Imputed amount per

security

NZ 5.1 cents per share Not imputed


Record Date 9 March 2017

Dividend Payment Date 22 March 2017

Dividend Reinvestment

Plan

Applies at 2% discount


Comments: A brief See also other attached documents (audited financial

statements and annual report, media release, results

presentation and Appendix 7).


Underlying profit differs from NZ IFRS net profit after

tax. The directors have provided an unaudited

underlying profit measure to assist readers in

determining the realised and non-realised components

of fair value movement of investment property and tax

expense in the group’s income statement. The measure

is used internally in conjunction with other measures to

monitor performance and make investment decisions.

Underlying profit is an industry wide measure which

the group uses consistently across reporting periods.

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

x

whether:

InterimYear

x

SpecialDRP Applies

x

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per security

Payment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

Supplementary

Amount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FDP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

EMAIL: announce@nzx.com

Notice of event affecting securities

Summerset Group Holdings Limited

Leanne WalkerDirectors' Resolution

(04) 894 736122022017

Ordinary SharesNZSUME0001S0

In dollars and cents

Revenue Reserves

5.1 cents per share

Nil

Enter N/A if not

applicable

$1.683 cents per shareNil

$

New Zealand DollarsNil

$11,288,228

Date Payable

9 March, 201722 March, 2017

22 March, 2017

---

23 February 2017








Dear Summerset shareholder


Section 209 Notice – Summerset Group Holdings Limited (“Summerset”) Annual Report 2016


Our Annual Report for the year ended 31 December 2016 is now available on the Summerset website at the following link:

http://www.summerset.co.nz/investor-centre. The Board has elected not to prepare a Concise Report for the year ended 31

December 2016. Summerset’s Half Year Report for the six months ending 30 June 2017 will be available by September 2017.


You have the right to receive, upon request and free of charge, a printed copy of the Annual Report and Half Year Report when

available. If you wish to receive a printed copy, you can request this through the Link Market Services Investor Centre at

https://investorcentre.linkmarketservices.co.nz by updating your communication preferences. You will require your CSN/Holder

Number and FIN to secure access and update your holding details.


Alternatively please complete and return this form within 15 business days to our registry, Link Market Services, either by mail to

PO Box 91976, Auckland, by fax to (09) 375 5990, or by scanning and emailing to operations@linkmarketservices.com (please use

“SUM Annual Report” as the subject of the email for easy identification).


I would like to receive a printed copy of the Annual Report for 2016

Please mark this box with a “√” if you wish to receive a printed copy


Email Communications

If you do not currently receive your Summerset investor communications electronically, we would like to take this opportunity to

encourage you to elect to do so by providing your email address details online or by completing the section below. Electronic

communications are quick, cost effective and environmentally friendly.


I wish to receive all my shareholder communications via email where possible

Please mark this box with a “√“ and provide an email address below if you wish to receive communications electronically

_______________________________________________________________________________________________________


If you have any further questions please do not hesitate to contact Link Market Services on (09) 375 5998 or

operations@linkmarketservices.com.


Yours sincerely,


Leanne Walker

Company Secretary

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.