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Annual Report FY2018

Full Year Results25 July 2018OCAHealthcare

ANNUAL REPORT 2018
Care & attention

Contents
02 Highlights & results

05 Letter from the Chair

06 Chief Executive Officer’s Report

11 Planning & execution

19 Experience & design

21 New & improved

23 Connected & involved

24 Board of Directors

26 Consolidated Financial Statements

33 Notes to the Consolidated Financial Statements

80 Independent Auditor's Report

87 Corporate Governance Statement

Today & tomorrow

Our focus and expertise in

care, along with the attention

we give to developing superior

services and facilities, is

delivering outstanding results.

01

Highlights & results
The $34.0m represents pro forma underlying net profit after tax which is a non GAAP

measure. It includes certain pro forma adjustments to the $13.4m figure presented in the

audited financial statements; including the change in capital structure after the Initial Public

Offering. These pro forma adjustments are in addition to the underlying adjustments outlined

in section 2.1 of the enclosed financial statements. Please refer to the Product Disclosure

Statement dated 31 March 2017 for the pro forma adjustments made to the audited financial

statements. No pro forma underlying net profit after tax was calculated for FY2016 in the

Product Disclosure Statement.

REPORTED NET PROFIT AFTER TAX

$

7 7.0M

+45.0%

Ahead of IPO forecast of $53.1m

+71.5%

Ahead of 2017 reported net profit after tax of $44.9m

TOTAL ASSETS

$

1.15B

UNDERLYING NET PROFIT AFTER TAX

$

52.1M

Financial

FY16FY17FY18 (F)FY18FY17FY18 (F)FY18

48.7

44.9

53.1

77.0

34.0

51.4

52.1

FY16FY17FY18 (F)FY18

0.8

0.9

1.0

1.1

Reported NPAT

$NZm

Pro forma Underlying EBITDA

$NZm

Total Assets

$NZb

FY16FY17FY18 (F)FY18FY17FY18 (F)FY18

48.7

44.9

53.1

77.0

34.0

51.4

52.1

FY16FY17FY18 (F)FY18

0.8

0.9

1.0

1.1

Reported NPAT

$NZm

Pro forma Underlying EBITDA

$NZm

Total Assets

$NZb

FY16FY17FY18 (F)FY18FY17FY18 (F)FY18

48.7

44.9

53.1

77.0

34.0

51.4

52.1

FY16FY17FY18 (F)FY18

0.8

0.9

1.0

1.1

Reported NPAT

$NZm

Pro forma Underlying EBITDA

$NZm

Total Assets

$NZb

FY16FY17FY18 (F)FY18FY17FY18 (F)FY18

48.7

44.9

53.1

77.0

34.0

51.4

52.1

FY16FY17FY18 (F)FY18

0.8

0.9

1.0

1.1

Reported NPAT

$NZm

Pro forma Underlying EBITDA

$NZm

Total Assets

$NZb

FY16FY17FY18 (F)FY18FY17FY18 (F)FY18

48.7

44.9

53.1

77.0

34.0

51.4

52.1

FY16FY17FY18 (F)FY18

0.8

0.9

1.0

1.1

Reported NPAT

$NZm

Pro forma Underlying EBITDA

$NZm

Total Assets

$NZb

FY16FY17FY18 (F)FY18FY17FY18 (F)FY18

48.7

44.9

53.1

77.0

34.0

51.4

52.1

FY16FY17FY18 (F)FY18

0.8

0.9

1.0

1.1

Reported NPAT

$NZm

Pro forma Underlying EBITDA

$NZm

Total Assets

$NZb

+1.3%

Ahead of IPO forecast of $51.4m

+53.1%

Ahead of 2017 underlying net profit after tax of $34.0m

+11.3%

Ahead of IPO forecast of $1.03b

+24.9%

Ahead of 2017 total assets of $918.2m

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2,8801 ,1 0 2
COMPLETED

Including 62 apartments

& 30 care suites at

Meadowbank (Auckland)

in February 2018.

SECURED

Resource consents at Lady

Allum in Auckland (137

apartments, 142 care suites),

Gracelands in Hastings (50

villas), Windermere in

Christchurch (68 apartments,

60 care suites).

ACQUIRED

Increase in development

pipeline of ~300 units and

care suites from land

acquired at Waimarie Street

(Auckland), land adjacent to

Eden Village (Auckland),

land adjacent to Elmwood

Village (Auckland).

UNDER

CONSTRUCTION

451 units and care suites

under construction at

Meadowbank and The

Sands (Auckland), The

BayView (Tauranga),

Trevellyn (Hamilton) and

Green Gables (Nelson).

+3.3%


Ahead of IPO forecast of 271

+37.9%


Ahead of 2017 total sales

UNIT SALES

NEW

UNITS

73

UNITS AND

CARE SUITES

131

RESALE

UNITS

101

UNITS AND

CARE SUITES

457

UNITS AND

CARE SUITES

451

UNITS AND

CARE SUITES

~

300

NEW CARE

SUITES

27

RESALE CARE

SUITES

79

TOTAL

SALES

280

CARE BEDSUNITS

Operational

Developments

03

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LETTER FROM THE CHAIR –––––––
In our second annual report since Oceania Healthcare

became a listed company, I am pleased to report

that your company has completed a successful year

exceeding forecast profit and made great progress with

the execution of our strategy to create long-term value.

In this ever-growing aged care sector, our strategy is to

be a leading provider of aged care rooms and suites

while also developing our portfolio of retirement village

units. This year we have completed construction of

92 units and care suites at Meadowbank, 25 villas at

Elmwood, Auckland, and 10 villas at Stoke, Nelson with

all these projects being delivered on time and on budget.

Construction of 81 care suites at The BayView (previously

Melrose, Tauranga) is on track for completion in October

this year, and progress is steady at The Sands (Auckland),

Trevellyn (Hamilton) and Green Gables (Nelson). These

development projects will deliver a significant boost to

our care suite offering.

With the acquisition this year of four properties in

Auckland and the advancement of plans at our other

premium Auckland sites, we announced in May 2018,

our total development pipeline has increased 34% since

our Initial Public Offering from 1,674 to over 2,100 units

and care suites. We will be enhancing our build rate from

200 units and care suites as declared at the time of the

IPO, to 300 units and care suites in the medium term.

Financial results

Net Profit after Tax increased by 71.5% to $77.0 million

compared with $44.9 million for the prior financial year

and exceeded IPO forecast by 45.0%.

Underlying Net Profit after Tax also increased by 53.1%

to $52.1 million compared with $34.0 million for the prior

financial year and also exceeded IPO forecast.

We have substantially increased our total assets due to

our significant capital development program, greenfield

acquisitions and revaluations with total assets valued at

$1,147.2 million as at 31 May 2018.

Our net debt was $150.8 million as at 31 May 2018 and

our gearing ratio remains prudent with net debt to net

debt plus equity of 22%.

We increased and extended our debt facilities in July

2018 to provide us with sufficient headroom and

flexibility to execute our development pipeline as and

when directors consider we are ready to proceed.

Directors have declared a final dividend of 2.6 cents

per share, taking full year dividends (non imputed) to

4.7 cents per share which represents 55 % of underlying

Net Profit after Tax.

Our people

We welcomed two new Directors this year, Sally Evans

and Greg Tomlinson, to broaden the skillset of our Board

and further assist us to create long term sustainable value

for our shareholders.

Once again we asked a great deal of our people this

year and they certainly delivered. I would like to thank

my fellow Directors, our Chief Executive, and the

management team and staff for their contribution to

the Company.

The Board and management of Oceania are focused on

building quality products and delivering exceptional

services that exceed the expectations of our residents.

We remain determined to provide a consistent and

reliable return on your investment and thank you for

putting your trust in us.

Yours sincerely,

Elizabeth Coutts

Chair, Oceania Healthcare Limited

0505

CHIEF EXECUTIVE OFFICER’S REPORT –––––––
Improvement & performance

It has been an exhilarating year at

Oceania Healthcare and we are

thrilled to have outperformed our

financial forecasts provided to

investors at the time of our IPO.

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Most importantly, we have proven our capability to
design, build, sell and operate premium aged care and

retirement village facilities that deliver industry-leading

returns. In particular, we are demonstrating our point of

difference through the weighting of our portfolio in care

and higher returns generated from our care suite product.

We know that the journey has really just begun, and with

the current brownfields pipeline of approximately seven

years of development ahead of us at an increased build

rate of 250-300 care suites and retirement village units

(61% of which already have resource consents in place),

we have a very tangible, profitable and high growth

future ahead.

There were many highlights over the year and I would like

to share just a few of them with you to show how much

has been going on at Oceania Healthcare.

Developments

At the time of our IPO we said that we would complete

97 retirement village units and 30 care suites in the

year to 31 May 2018 and we did that with Meadowbank

Stage 3, and the Elmwood villas in Auckland as well as

the Stoke villa development in Nelson, delivered on time

and on budget – an outstanding achievement given the

tight construction sector. Our ability to deliver these

projects according to forecast is testimony to the highly

skilled and experienced internal development team at

Oceania, which has 153 years construction and project

management experience between them. We believe our

model of “total ownership” of the development provides

the right balance between managing costs and mitigating

risk given the current market conditions. Mark Stockton,

our General Manager of Property, explains this concept

later on in this report.

It is also pleasing to receive the excellent feedback from

both residents, their families and investors as they visit

Meadowbank and recognise the significant emphasis on

design and construction quality of this Village, which is

notably higher than other surrounding offerings. Oceania

will be a brownfield developer for much of the medium-

term future, and our designs reflect the local communities

in which we operate. While we are increasingly

standardising our layouts and internal configurations to

extract construction efficiencies, our designs are certainly

not “cookie-cutter”, as evidenced by the quite stunning

look of The Sands which is well advanced on the

foreshore of Browns Bay on the North Shore of Auckland.

In addition to the completion of Meadowbank Stage 3,

and Elmwood and Stoke villa developments during the

year, our development team commenced construction of

Stage 1 at The BayView in Tauranga (formerly Melrose),

Trevellyn in Hamilton and Green Gables in Nelson. These

substantial new aged care buildings are being

constructed adjacent to existing (operating) facilities.

Stage 4 at Meadowbank also commenced comprising a

further 49 premium retirement village apartments and 34

care suites. With these four projects now well underway

and The Sands progressing well, we have 451 units and

care suites under construction with 272 of these expected

to be completed within the next financial year. This is a

significant increase to the IPO forecast.

We announced in early May 2018 that our total

development pipeline had increased by 34% since the

IPO (from 1,674 to over 2,100 units and care suites)

because of new land acquisitions in Auckland over the

past year and advancing plans to redevelop our other

premium Auckland sites. The acquisition of Waimarie

We have delivered you 54% growth in underlying earnings, distributing

dividends of 4.7 cents per share at a yield of 4.2%* and driven substantial

improvements in the business over the past year.

*

Dividend yield of 4.2% based on a share price of $1.12 as at 13 July 2018.

0707

Street was a highlight as this site is located in the suburb
of St Heliers in Eastern Auckland, with panoramic views

of the Waitemata Harbour and the city skyline. We have

subsequently secured ownership of several neighbouring

properties which has increased the total site size from

8,945m

2

to 13,464m

2

, and our plan to develop a premium,

integrated aged care and retirement village development

on this site is progressing well.

As well as proving our internal capability to deliver new

developments, we already have resource consents in

place for 1,303 units and care suites (61%) of our total

2,129 pipeline. This substantially de-risks future build

volume and enables us to effectively arrange resources

and stage projects to manage development debt.

Resource consents were obtained across three facilities

comprising 457 units and care suites over the year and

the team are working on consent applications for a

further five sites in the balance of the pipeline.

Care

Aged care is our core competency; our roots are steeped

in this business and we are market leaders in the delivery

of excellent clinical care. We have a comparatively higher

mix of hospital level care beds in our portfolio compared

to other operators and are continuously innovating in

both service delivery and product offering. This was

proven once again during the past year with Oceania

Healthcare winning the Overall Excellence in Aged Care

Award at the New Zealand Aged Care Association

Conference for the third year in the row. Our “I love

Music” programme, delivering personalised music

playlists to residents according to their individual

preferences, was judged the most innovative in our

category. The resident testimonies from this programme

are both moving and heart-warming and you can watch

some of these on our website.

Care suites are at the core of our growth strategy in

aged care, with these premium, certified beds capable

of delivering both rest home and hospital level care to

our residents. This enables residents to remain in the

same room throughout all care levels, with care being

subsidised if the resident’s assets are below the

Government threshold. This full-service capability

sets care suites apart from serviced apartments in the

sector, which are generally independent living units only

capable of delivering low level care services and many

are non-certified.

As we recycle our capital by selling care suites under

occupation right agreements, we realise a deferred

management fee at the end of the tenure whilst also

generating aged care earnings during the tenure by

delivering care services into the room. This innovative

product provides the returns required to justify an

investment in aged care and meet the significant increase

in demand that will be coming as the population ages.

This wave of new generation residents is growing and they

are demanding so much more than traditional rest homes

have provided. Oceania Healthcare’s aged care growth

strategy will deliver the superior product and services

demanded by these customers. In addition to the

premium rooms and common areas at our new

Meadowbank care centre that opened in February, we

began rolling out our new service delivery model.

Residents are experiencing never seen before choices–

food to order by our executive chef, Chris Eickhoff, a guest

services coordinator and a concierge services team. This is

just the beginning of the transformation of our aged care

business as we build over 800 new care suites over

approximately seven years in Auckland (The Sands,

Meadowbank, Lady Allum, Waimarie Street, and Elmwood),

Tauranga (The BayView), Hamilton (Trevellyn), Nelson

(Green Gables), and Christchurch (Windermere) and many

other sites making up the current development pipeline.

We undertook a thorough review of our aged care

portfolio during the past year and assessed the

opportunity to enhance returns at each facility. We are

proud to be a substantial nationwide provider of aged

care services and deliver care in metropolitan locations as

well as in the regions. Having a diversified national

spread of sites has considerable benefits both in terms of

scale of operations and diversifying geographical risk.

As well as new aged care redevelopments across the

brownfields pipeline, our aged care portfolio review

identified an opportunity to strategically reposition

several sites by reconfiguring internal layouts to bring the

product up to a superior standard and then selling these

rooms as care suites, recovering our capital invested in

the process. These sites are operating in locations with

strong market fundamentals and future growth prospects,

and by undertaking the refurbishments we improve

earnings through both higher occupancy and deferred

management fees accrued following the sale of the ORA.

We have proven the success of this process at several

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Annual Report 2018

sites throughout the country over the past five years with
approximately 70% of our current care suites being

conversions from older room configurations.

Upon completion of our current brownfield development

pipeline and site upgrades, approximately 62% of our

aged care offering will be in premium rooms (sold as care

suites or with a premium accommodation charge), with

the balance operated as standard rooms under the

traditional Government-funding model.

The portfolio review also identified a small number

of facilities that were not suitable for upgrade or

redevelopment, and hence do not fit within our future

aged care plans. These sites are currently in the process

of being divested.

Delivering our new aged care redevelopments and

repositioning the portfolio demonstrates a clear growth

strategy in aged care, and as we embark on further

executing this plan over the coming year we will be able

to generate greater returns from this core competency.

Our people

We are a large employer across multiple locations, and

we are determined that we not lose sight of the personal

significance of the work that we do with our residents on

a 24~7 basis. As I meet with our staff they tell me “I was

born to do this job”, “our work is incredibly special, you

need to have a heart for it”, and “this is far more than

a job, it’s a calling”. With this level of commitment and

sheer passion for doing a good job, I know our staff will

continue to deliver great service to our residents.

Our healthcare assistants received a well-deserved wage

increase last year through the Government’s Equal Pay

settlement and a significant shift took place in the

workforce as numbers of staff at the highest level of

qualification for this category of workers increased

dramatically. We are providing career pathways to a

higher number of staff than ever before with upskilling

happening both through industry qualifications and our

own Oceania learning and development programmes.

We have also invested significantly in leadership training

for our facility managers, clinical leaders and we will be

rolling out a similar programme for other emerging

leaders in the Company. I am a strong believer that when

our staff are led well, they become more aligned to our

vision and values, work together better in teams and

enjoy greater results.

We also enhanced our health and safety training and

support programmes across the country last year and in

doing so halved our injury rates. Our staff know that we

place a strong emphasis on safety and it is very pleasing

to have achieved such significant strides forward.

Outlook

It is extremely satisfying to have delivered on our

forecasts and be well on our way to executing our growth

strategy. Our team is focused on delivering consistent

year on year growth as we build, sell and operate great

new facilities across the country. We currently have

approximately seven years of development ahead of us

on our brownfields pipeline, which represents a very

tangible growth pathway, and a proven team to deliver

results.

We are innovative and know our residents well. Our new

care model will be transformational and our product

world-class. I am excited for our future and look forward

to continuing to produce outstanding results across all

facets of our business next year.

Yours sincerely

Earl Gasparich

Chief Executive Officer

09

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Planning & execution
With five sites currently under

construction, 61% of our brownfields

sites currently consented and the

recent acquisition of four new sites,

we are well on track to bring our

care and expertise to over

5,400 residents.

11

Locations
Oceania site locations

At a glance ––––––

~2,750

STAFF

~3,500

RESIDENTS

26

EXISTING FACILITIES WITH

MATURE OPERATIONS

22

EXISTING FACILITIES WITH

BROWNFIELD DEVELOPMENTS

(CURRENT AND PLANNED)

3

UNDEVELOPED SITES

51

TOTAL SITES

AS AT 31 MAY 2018

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Land acquisitions
View Road

Mt Eden, Auckland

Village Expansion

Waimarie Street

St Heliers Bay, Auckland

New Development

Hill Road

The Gardens, Auckland

Village Expansion

13

At a glance ––––––
STATUS

STAGE 3 COMPLETED FEBRUARY 2018

STAGE 4 UNDER CONSTRUCTION

Meadowbank

Meadowbank, Auckland

Stage 3


Stage 4

30

CARE SUITES

34

CARE SUITES

62

APARTMENTS

62

APARTMENTS

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The Sands
Browns Bay, Auckland

STATUS

UNDER CONSTRUCTION

44

CARE SUITES

64

APARTMENTS

15

STATUS
STAGE 1 UNDER CONSTRUCTION

STATUS

STAGE 1 UNDER CONSTRUCTION

The BayView

Tauranga

81

CARE SUITES

90

CARE SUITES

Trevellyn

Hamilton

At a glance ––––––

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Annual Report 2018

STATUS
UNDER CONSTRUCTION

61

CARE SUITES

Green Gables

Nelson

28

APARTMENTS

17

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“The development team
spends considerable effort

refining the design to

ensure previous experience

and customer preferences

are incorporated.”

MARK STOCKTON, OCEANIA’S GENERAL MANAGER OF PROPERTY EXPLAINS HOW OUR

DEVELOPMENTS ARE MANAGED FROM CONCEPTION THROUGH TO DELIVERY.–––––––

Our development approach is to take full ownership

from conception through to after sales support.

We have a multi disciplinary in-house development

team who provide expert project management oversight

of our developments.

During the initial feasibility assessment of a new or

brownfield site, the development team work alongside

both the sales and operations teams to identify the

market opportunity and to determine the ideal mix of

retirement village accommodation and care services

required to meet customer demand.

Once financial feasibility of the proposed development

is determined and our Board have approved the

opportunity, our in-house development team commences

the resource consent application process, with advice and

support from external consultants as required. We have

an excellent track record of obtaining consents for

brownfield sites close to residential areas because of our

total ownership of the consenting process.

Once resource consent has been obtained, the

development team spend considerable effort refining

the design with multiple stakeholders to ensure previous

experience and the latest customer preferences are

incorporated into the design. Input is sought from the

sales and operations teams, in addition to existing

residents, prospective residents and building contractors.

This ensures that we “build it right first time”.

The procurement of a building contractor is a key

milestone and we are careful to select a main contractor

who we are confident will build a quality product, on

time. Naturally cost is an important consideration,

especially in the current construction market, but a key

driver is also the contractor’s ability to always deliver on

their commitment to us.

Once we have received final contractor pricing and

quantity surveyor reports, our Board undertakes a rigorous

assessment process before approving all projects.

Once the project is ready to go to site, the development

team closely manage the contractor which includes their

appointment and the administration of the contract. By

controlling the contract and the specification we fully

“own” each project. Again, we have a strong record of

finishing projects on time and within budget with a

significant amount of attention to all the detail, no matter

how small.

Once the in-house development team is happy that a

project is fully complete, snag free and of the highest

quality, we work alongside the sales and operations team

to ensure the incoming resident is completely happy with

the finishes of their unit.

Experience & design

19

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LIZ BURRETT, DAUGHTER OF MEADOWBANK CARE RESIDENT, RIE, EXPLAINS HOW OCEANIA’S UNIQUE
APPROACH TO CARE HAS MADE ALL THE DIFFERENCE TO HER MUM’S QUALITY OF LIFE.–––––––

“Mum loved her apartment at Meadowbank Village and

the warm community feel of the place, but as time went

on she needed more and more help,” explains daughter

Liz Burrett. “The staff in the village were so good and

organised in-home help for her, but eventually she

needed full-time support.”

In February Rie moved into a luxury care suite at

Meadowbank Village where she receives rest home level

care. Her care suite has all the mod cons and is like a

smaller version of her apartment with its own lounge,

kitchenette and bedroom. “It’s such a relief to know that

Mum is getting the care she needs,” says Liz, “and if she

ever needs hospital level care, she can get it in her care

suite. She never has to worry about moving again.”

Liz says the move into Meadowbank care has made all

the difference. “She’s so well looked after and she can

still entertain in her suite or pop down to the cafe to

meet her friends from the village.” Rie’s family and

friends often catch up with her over a meal in the dining

room. Close friend and former work colleague, Ian, jokes

that the meals are so good, he plans his visits around

lunch time!

Most importantly, Rie now has the support she needs to

keep doing the things she loves. “Mum is a music lover,”

says Liz. “Listening to her music really sparks her up.”

Soon after she moved in, the Concierge Services team

introduced Rie to Oceania’s “I Love Music”, a

programme that provides her with a personalised music

playlist loaded on an mp3 player so she can listen to her

favourite music anytime she wants.

More recently her Leisure Coordinator, May Ann,

organised tickets, transport and assistance for Rie and her

friends to watch the RNZ Navy Band perform, and then

there’s the fortnightly outings to the Celebration Choir at

the Auckland University campus. “Rie loves singing along

with the other people in audience,” says May Ann.

Rie and her family couldn’t be happier with the attentive

and personalised care she receives. “It’s a good place to

live” says Rie. “I’ve been very lucky.”

New & improved

“ Oceania's unique

approach to care is

making a real

difference to the lives

of its residents.”

21

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RESIDENTS WANT TO STAY CONNECTED TO THE COMMUNITY THEY KNOW AND LOVE AND
AS SHOWN HERE MANY AREN’T AFRAID TO GET OUT AND TRY SOMETHING NEW!–––––––

“ Each week the residents’

self-confidence grew and

the sense of freedom

and control that cycling

gave them was clear.”

Connected & involved

Helping our residents stay connected to their community

is an important part of what we do at Oceania. Our staff

recently spotted an opportunity to be involved with the

Avantidrome “Wheels in Motion” community sessions in

Cambridge.

Weekly visits to the Avantidrome became a highlight for

a group of rest home residents who ranged in age from

80 to 99 years. With the support and encouragement of

our staff and the biking instructor, all took to riding their

specially designed trikes with enthusiasm and some

impressive dexterity.

This was more than just an opportunity to get some

exercise. Cycling as a group and with other members of

the community was a wonderful way to meet new people

and bond over a shared experience. Each week the

residents’ self-confidence grew and the sense of freedom

and control that cycling gave them was clear.

Graeme, who has dementia, was a bit hesitant at the

start, but with some gentle encouragement from his carer

he pedalled as though he’d been doing it for years.

“Graeme has led a very full life,” says his wife Kate.

“He’s lost so much of himself to Alzheimers but he’s still

able to get enjoyment out of each day. I can’t tell you

how much that means to us as a family.”

23

Board of Directors ––––––
Oceania has an experienced Board with a diverse range of skills, including

industry and business knowledge, property development, financial

management and corporate governance experience. With the introduction

of two new Directors, the Board now comprises an independent Chair, three

independent non-executive Directors and three non-executive Directors.

Elizabeth Coutts

Chair and Independent Director

ONZM, BMS, FCA

Patrick McCawe

Non-Executive Director

BCA (Hons), MBA, CA

Alan Isaac

Independent Director

CNZM, BCA, FCCA, FICS

Kerry Prendergast

Independent Director

CNZM, MBA (VUW), NZRN, NZM

Hugh FitzSimons

Non-Executive Director

BEc LLB (Hons) (Syd)

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Welcoming
two new

Directors

Greg Tomlinson

Non-Executive Director

AME

Greg Tomlinson has been a Director of

Oceania since 23 March 2018. Greg is a

Christchurch domiciled businessman and

investor with experience in a variety of

New Zealand industries. One of the

original pioneers of the aquaculture

industry in Marlborough, he has also

established construction and aged care

businesses.

Greg established Qualcare before it was

sold into the Oceania Group in early

2008 and he was a Director of Oceania

Healthcare from 2008 until 2016. Greg

holds directorships on the boards of

a number of New Zealand based

companies and is currently a director of

Heartland Bank Limited.

Sally Evans

Independent Director

BHSc, MSc, FAICD, GAIST

Sally Evans has been a Director of

Oceania since 23 March 2018. Sally has

over 30 years’ experience in the private,

government and social enterprise sectors

in Australia, New Zealand, the United

Kingdom and Hong Kong.

Sally currently chairs the social enterprise

LifeCircle and is a Non-Executive

Director of ASX-listed Gateway Lifestyle

Operations Limited.

She has previously held directorships on

the boards of Opal Specialist Aged Care

and Blue Cross Aged Care, was an

inaugural member of the Australian

Federal Government’s Aged Care

Financing Authority and held executive

roles as Healthcare Director at the FTSE

Compass Group plc and Head of Aged

Care at AMP Capital.

Sally is the chair of the Remuneration

Committee and is a member of the

Clinical and Health and Safety Committee.

25

Directors’ Report 27
Consolidated Statement of Comprehensive Income 28

Consolidated Balance Sheet 29

Consolidated Statement of Changes in Equity 30

Consolidated Cash Flow Statement 31

Notes to the Consolidated Financial Statements 33

Independent Auditor's Report 80

Corporate Governance Statement 87

Consolidated

Financial

Statements

For the year ended 31 May 2018

Oceania Healthcare

|

Annual Report 2018

26

The Board has pleasure in presenting the audited
consolidated financial statements of Oceania Healthcare

Limited ("the Company") and its subsidiaries, incorporating

the consolidated financial statements and the independent

auditor’s report, for the year ended 31 May 2018.

The Board of Directors of the Company authorised these

consolidated financial statements for issue on 26 July 2018.

For and on behalf of the Board

Elizabeth Coutts Hugh William FitzSimons

Chairman Director

Directors’ Report

31 May 2018

27

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Annual Report 2018

28
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Annual Report 2018

Consolidated Statement of Comprehensive Income

For the year ended 31 May 2018

$’000 NotesMay 2018May 2017

Operating revenue

2.2

180,047 171,883

Change in fair value of investment property

3.1

68,32057,161

Other income

2.3

3,995 2,963

Total income252,362232,007

Employee benefits113,306 103,274

Depreciation and amortisation8,8357,911

Finance costs2,94420,146

(Reversal of impairment) / impairment of property, plant and equipment

3.3

(1,142)4,328

Other expenses52,54348,941

Total expenses

2.4

176,486184,600

Profit before income tax75,87647,407

Income tax benefit / (expense)

5.1

1,096(2,525)

Profit for the year 76,97244,882

Other comprehensive income

Items that will not be subsequently reclassified to profit and loss

Gain on revaluation for the year, net of tax

3.3

4,67616,204

Items that may be subsequently reclassified to profit and loss

Movement in interest rate swaps, net of tax

5.6

79(182)

Other comprehensive income for the year, net of tax4,75516,022

Total comprehensive income for the year attributable to shareholders

of the parent81,72760,904

Basic earnings per share (cents per share)

4.2

12.712.4

Diluted earnings per share (cents per share)

4.2

12.712.4

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

29
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Annual Report 2018

Consolidated Balance Sheet

As at 31 May 2018

$’000 NotesMay 2018May 2017

Assets

Cash and cash equivalents18,28810,861

Trade and other receivables

5.3

32,69311,302

Assets held for sale

3.3

19,653-

Property, plant and equipment

3.3

303,561267,972

Investment property

3.1

755,561611,016

Intangible assets

5.2

17,39817,053

Total assets1,147,154918,204

Liabilities

Trade and other payables

5.4

37,59227,480

Derivative financial instruments

5.6

283283

Deferred management fee

3.2

21,92319,534

Refundable occupation right agreements

3.2

358,213282,904

Borrowings

4.4

168,71195,242

Deferred tax liabilities

5.1

23,33524,808

Total liabilities610,057450,251

Net assets537,097467,953

Equity

Contributed equity

4.1

579,498579,498

Retained deficit(127,899)(195,966)

Reserves85,49884,421

Total equity537,097467,953

The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.

30
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Annual Report 2018

Consolidated Statement of Changes in Equity

For the year ended 31 May 2018

$’000 Notes

Contributed

Equity

Retained

Deficit

Asset

Revaluation

Reserve

Interest Rate

Swap Reserve

Total

Equity

Balance at 31 May 2016372,633(240,988)68,399-200,044

Profit for the year - 44,882 - -44,882

Other comprehensive income

Revaluation of interest rate swaps

5.6

---(182)(182)

Revaluation of assets net of tax

3.3

- -16,204-16,204

Total comprehensive income - 44,88216,204(182)60,904

Transactions with owners

Share capital issued

4.1

214,398- - -214,398

Costs capitalised to equity

4.1

(7,533)---(7,533)

Employee share scheme

4.3

-140--140

Total transactions with owners206,865140 - -207,005

Balance as at 31 May 2017579,498(195,966)84,603(182)467,953

Profit for the year - 76,972 - -76,972

Other comprehensive income

Revaluation of interest rate swaps

net of tax

5.6---7979

Revaluation of assets net of tax

3.3

- -4,676-4,676

Total comprehensive income - 76,9724,6767981,727

Transfer of revaluation reserve for assets

held for sale

3.3-3,678(3,678)--

Transactions with owners

Dividends paid-(12,732)--(12,732)

Employee share scheme

4.3

-149--149

Total transactions with owners-(12,583) - -(12,583)

Balance as at 31 May 2018579,498(127,899)85,601(103)537,097

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

31
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Annual Report 2018

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Consolidated Cash Flow Statement

For the year ended 31 May 2018

$’000 May 2018May 2017

Cash flows from operating activities

Receipts from residents for membership fees, village and care fees 161,786159,289

Payments to suppliers and employees(155,229)(141,062)

Receipts from new occupation right agreements113,51768,763

Payments for outgoing occupation right agreements(35,421)(30,894)

Interest received165133

Interest paid(2,588)(17,306)

Net cash inflow from operating activities82,23038,923

Cash flows from investing activities

Proceeds from sale of property, plant and equipment and investment property1707

Payments for property, plant and equipment and intangible assets(33,389)(33,503)

Payments for investment property and investment property under development

(98,172)(47,560)

Net cash outflow from investing activities(131,391)(81,056)

Cash flows from financing activities

Proceeds from borrowings119,788144,994

Repayment of borrowings(50,468)(285,424)

Transaction costs-(10,680)

Dividends paid(12,732)-

Proceeds from share issue-200,000

Net cash inflow from financing activities56,58848,890

Net increase in cash and cash equivalents

7,4276,757

Cash and cash equivalents at the beginning of the year10,8614,104

Cash and cash equivalents at end of year18,28810,861

The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.

32
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Annual Report 2018

Consolidated Cash Flow Statement (Continued)

For the year ended 31 May 2018

The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.

Reconciliation of profit after income tax to net cash inflow from operating activities

$’000 NotesMay 2018May 2017

Profit after income tax for the year76,97244,882

Non cash items

Deferred management fee accrued but not settled

2.2

(18,748)(16,330)

Depreciation and amortisation

2.4

8,8357,911

Impairment of goodwill

2.4

-478

Net loss on disposal of property, plant and equipment13563

Fair value adjustment to investment property

3.1

(68,320)(57,161)

(Reversal of impairment) / impairment of property, plant and equipment

3.3

(1,142)4,328

Bad and doubtful debt (benefit) / expense

2.4

(156)125

Interest charged but not paid3562,840

Fair value movement on residents’ share of resale gains

2.3

(26)2,207

Fair value gain on derivatives

5.6

-(4)

Movement in deferred tax

5.1

(1,096)2,525

Other non cash items 127330

(80,157)(52,188)

Cash items

Receipts from new occupation right agreements113,51768,763

Payments for outgoing occupation right agreements(35,421)(30,894)

Transaction costs expensed and held in financing activities-3,147

78,09641,016

Increase in operating assets and liabilities

(Increase) / decrease in trade and other receivables(3,222)718

Increase in trade and other payables10,5414,495

Net cash inflow from operating activities82,23038,923

Notes to the
Consolidated

Financial

Statements

For the year ended 31 May 2018

1. General Information 34

1.1 Basis of Preparation 34

1.2 Accounting Policies 35

2. Operating Performance 36

2.1 Operating Segments 36

2.2 Operating Revenue 41

2.3 Other Income 41

2.4 Expenses 42

3. Property Assets 44

3.1 Investment Property 44

3.2 Refundable Occupation Right Agreements 48

3.3 Property, Plant and Equipment 50

4. Shareholders’ Equity and Funding 56

4.1 Shareholder Equity and Reserves 56

4.2 Earnings Per Share 57

4.3 Employee Share Based Payments 57

4.4 Borrowings 59

5. Other Disclosures 61

5.1 Income Tax 61

5.2 Intangible Assets 65

5.3 Trade and Other Receivables 66

5.4 Trade and Other Payables 67

5.5 Related Party Transactions 68

5.6 Financial Risk Management 69

5.7 New Accounting Standards 72

5.8 Contingencies and Commitments 74

5.9 Events After Balance Date 75

5.10 Comparison to Prospective Financial Statements 76

33

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Annual Report 2018

34
Oceania Healthcare

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Annual Report 2018

1. General Information

1.1. Basis of Preparation

(i) Entities Reporting

The consolidated financial statements of the "Group" entity are for the economic entity comprising Oceania

Healthcare Limited (the "Company") and its subsidiaries, together "the Group". Refer to note 5.5 for details

of Group structure.

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of

Oceania Healthcare Limited as at 31 May 2018 and the results of all subsidiaries for the year then ended.

The Group owns and operates various rest homes and retirement villages around New Zealand. The Group's

registered office is Affinity House, 2 Hargreaves Street, St Mary's Bay, Auckland 1011, New Zealand.

(ii) Statutory Base

Oceania Healthcare Limited is a limited liability company which is domiciled and incorporated in New Zealand.

It is registered under the Companies Act 1993 and is a FMC Reporting Entity in terms of Part 7 of the Financial

Markets Conduct Act 2013. The Company is also listed on the NZX Main Board ("NZX") and the Australian

Securities Exchange ("ASX") as a foreign exempt listing. The consolidated financial statements have been

prepared in accordance with the requirements of the NZX and ASX listing rules, and Part 7 of the Financial

Markets Conduct Act 2013 and the Companies Act 1993.

The consolidated financial statements have been prepared in accordance with New Zealand Generally

Accepted Accounting Practice ("NZ GAAP"). They comply with New Zealand equivalents to International

Financial Reporting Standards ("NZ IFRS"), International Financial Reporting Standards ("IFRS") and other

applicable New Zealand Financial Reporting Standards, as appropriate for for-profit entities. The Group is

a Tier 1 for profit entity in accordance with XRB A1.

The Consolidated Balance Sheet has been prepared using a liquidity format.

(iii) Measurement Basis

These consolidated financial statements have been prepared under the historical cost convention,

as modified by the revaluation of certain assets and liabilities, including investment properties, property,

plant and equipment and interest rate swaps.

(iv) Going Concern Assumption

These consolidated financial statements have been prepared on a going concern basis.

(v) Key Estimates and Judgements

The preparation of consolidated financial statements in conformity with NZ IFRS requires the use of certain

critical accounting estimates. It also requires management to exercise their judgement in the process of

applying the Group’s accounting policies.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,

by definition, seldom equal the related actual results. Estimates and judgements are continually evaluated

and are based on historical experience and other factors, including expectations of future events that are

believed to be reasonable under the circumstances.

Notes to the Consolidated Financial Statements

For the year ended 31 May 2018

35
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Annual Report 2018

1.1. Basis of Preparation (Continued)

The areas involving a higher degree of judgement or complexity, or areas where assumptions and

estimates are significant to the consolidated financial statements are disclosed in the following notes:

– Fair value of investment property and investment property under development (note 3.1)

– Classification of accommodation with a care or service offering (notes 3.1 and 3.3)

– Fair value of freehold land and buildings (note 3.3)

– Revenue recognition of deferred management fees (note 3.2)

– Costs associated with the long term incentive plans (note 4.3)

– Recognition of deferred tax (note 5.1)

1.2. Accounting Policies

Accounting policies that summarise the measurement basis used and which are relevant to

understanding the consolidated financial statements are provided throughout the notes to these

consolidated financial statements.

Other relevant policies are provided as follows:

(i) Principles of Consolidation

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is

exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect

those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which

control is transferred to the Group. They are deconsolidated from the date that control ceases.

Intercompany transactions and balances between Group companies are eliminated. Accounting policies of

subsidiaries are consistent with the policies adopted by the Group.

(ii) Functional and Presentation Currency

These consolidated financial statements are presented in New Zealand Dollars which is the Company’s

functional and the Group’s presentation currency. The consolidated financial statements are presented in

round thousands.

(iii) Goods and Services Tax ("GST")

The Consolidated Statement of Comprehensive Income and Consolidated Cash Flow Statement have been

prepared so that all components are stated exclusive of GST. All items in the Consolidated Balance Sheet are

stated net of GST, with the exception of receivables and payables, which include GST invoiced.

(iv) Comparative Information

Where a change has been made to the presentation of the consolidated financial statements to that used in

prior periods, comparative figures have been restated accordingly. A change in presentation has been made

to the income tax note to separately disclose the reconciliation of current tax and deferred tax to provide

clearer disclosure to the reader. Refer to note 5.1.

(v) Measurement of Fair Value

The Group classifies its fair value measurement using the fair value hierarchy that reflects the significance of

the inputs used in making the measurements. The fair value hierarchy has the following levels.

Level 1: Quoted prices (unadjusted) in active markets for the identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying amount of all financial assets and liabilities is considered to approximate to their fair value.

36
Oceania Healthcare

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Annual Report 2018

2. Operating Performance

2.1. Operating Segments

The Group’s chief operating decision-maker is the Board of Directors.

The operating segments have been determined based on the information reviewed by the Board of Directors

for the purposes of allocating resources and assessing performance. The assets and liabilities of the Group

are reported to the chief operating decision-maker in total and are not allocated by operating segment.

Reporting Segment Description

Care Operations Includes all revenue and facility-level expenses associated with the provision of care and

related services to Oceania’s aged care and retirement village residents, including the

deferred management fee ("DMF") and operating expenses associated with care suites.

The Group derives care fee revenue in respect of eligible Government subsidised aged

care residents as well as private contributions from residents. Aged care subsidies

received from the Ministry of Health, included in rest home, hospital and dementia fee

revenue, amounted to $101.0m (2017: $96.9m).

Village Operations Includes the DMF on the Group’s retirement village units, weekly service fees,

retirement village operating expenses, and, in respect of underlying measures, the

realised gains on resales and the development margins from the sale of both units and

care suites.

Other Includes Support Office and corporate expenses and operating lease costs relating to

the Group’s three leasehold sites. In addition, income and expenditure relating to the

Wesley Training Institute is recognised in this segment.

There is a degree of integration between the care and village operations. This includes the provision of

services such as meals and care packages by care operations to village residents.

Information regarding the operations of each reportable segment is included below. Amongst other criteria,

performance is measured based on segmental underlying earnings before interest, tax, depreciation and

amortisation ("EBITDA"); being the most relevant measure in evaluating the performance of segments

relative to other entities that operate within the aged care and retirement village industries.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

37
Oceania Healthcare

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Annual Report 2018

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

2.1. Operating Segments (Continued)

Additional Segmental Reporting Information

Capital Expenditure: Refer to notes 3.1 and 3.3 for details on capital expenditure. Chattels, freehold land

and buildings, including related property held for development, classified as property, plant and

equipment principally relate to care operations. Investment property assets principally relate to village

operations. Capital expenditure on intangibles and other property, plant and equipment are unallocated

to these segments.

Goodwill: Goodwill is allocated to care cash generating units. Refer to note 5.2 for further details.

Underlying Profit: Underlying profit is a non-GAAP measure used by the Group to monitor financial

performance and determine dividend distributions. Underlying profit measures require a methodology and a

number of estimations to be approved by Directors in their preparation. Both the methodology and the

estimations may differ among companies in the retirement village sector that report underlying financial

measures. Underlying profit is a measure of financial performance and does not represent business cash flow

generated during the period.

Oceania calculates underlying profit by making the following adjustments to reported Net Profit After Tax:

– Removing the change in fair value of investment properties (including right to use investment property

assets) and any impairment or reversal of impairment of property, plant and equipment;

– Removing any impairment of goodwill;

– Removing any loss on disposal of chattels from the decommissioning of development sites;

– Removing any DMF income and rental expenditure in relation to right to use investment property assets;

– Adding back the Directors’ estimate of realised gains on resale of occupation right agreement ("ORA")

units and care suites

1

;

– Adding back the Directors’ estimate of realised development margin on first sale of new ORA units or care

suites following the development, or conversion of an existing care bed to a care suite or conversion of a

rental unit to an ORA unit; and

– Adding back the deferred taxation component of taxation expense so that only current tax expense

is reflected.

Resale Gain

The Directors’ estimate of realised gains on resales of ORA units and care suites (i.e. the difference between

the incoming resident’s ORA licence payment and the ORA licence payment previously received from the

outgoing resident) is calculated as the net cash flow received, and receivable, at the point that the ORA

contract becomes unconditional and has either "cooled off" or where the resident is in occupation at

balance date.

In the 2017 financial year there were resale gains of $1.4m that related to units and care suites that had

cooled off or were in occupation but had not completed cash settlement. In the 2017 financial year only

resale gains for ORAs for which settlement in cash had occurred were recognised. In 2018, following a

review of the Group’s revenue recognition criteria, ORA contracts that are unconditional and have either

cooled off or were occupied have been included as this more accurately reflects the transfer of legal and

economic benefits associated with these transactions.

1

Units and care suites sold under an occupation right agreement.

38
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Annual Report 2018

2.1. Operating Segments (Continued)

Development Margin

The Directors’ estimate of realised development margin is calculated as the cash received, and

receivable, in relation to the first sale of new ORA units and care suites, at the point that the ORA contract

becomes unconditional and has either "cooled off" or where the resident is in occupation at balance date,

less the development costs associated with developing the ORA units and care suites. In the 2017 financial

year there was realised development margin of $0.9m that related to units and care suites that had cooled off

or were in occupation but had not completed cash settlement. In the 2017 financial year only realised

development margin for ORAs for which settlement in cash had occurred were recognised. In 2018, following

a review of the Group’s revenue recognition criteria, ORA contracts that are unconditional and have either

cooled off or were occupied have been included as this more accurately reflects the transfer of legal and

economic benefits associated with these transactions.

The development costs include:

– Construction costs directly attributable to the relevant project, including any required infrastructure

(e.g. roading) and amenities related to the units (e.g. landscaping) as well as any demolition and site

preparation costs associated with the project. The costs are apportioned between the ORA units and

care suites, in aggregate, using estimates provided by the project quantity surveyor. The construction

costs for the individual ORA units or care suites sold are determined on a pro rated basis using gross

floor areas of the ORA units and care suites;

– An apportionment of land value based on the gross floor area of the ORA units and care suites developed.

The value for Brownfield

2

development land is the estimated fair value of land at the time a change of use

occurred

3

(from operating as a care facility or retirement village to a development site), as assessed by an

external independent valuer. Greenfield

4

development land is valued at historical cost; and

– Capitalised interest costs to the date of project completion apportioned using the gross floor area of ORA

units and care suites developed.

Development costs do not include:

– Construction, land (apportioned on a gross floor area basis) and interest costs associated with common

areas and amenities or any operational or administrative areas.

The Directors’ estimate of development margin for conversions is calculated based on the difference

between the ORA licence payment received, and receivable, in relation to sales of newly converted ORA

units and care suites, at the point that the ORA contract becomes unconditional and either "cooled off"

or where the resident is in occupation at balance date, and the associated conversion costs. Conversion

costs comprise:

– In the case of conversion of care beds to care suites, the actual refurbishment costs incurred; and

– In the case of conversions of rental units to ORA units, the actual refurbishment costs incurred and the

fair value of the rental unit prior to conversion.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

2

Brownfield land refers to land previously utilised by, or part of, an operational aged care facility or retirement village.

3

The timing of a change of use is a Directors’ estimate. It is based on a range of factors including evidence of steps taken to secure a resource

consent and/or building consent for a particular development or stage of a development and the decommissioning of existing operations

(either through the buy-back of existing village ORA units or decommissioning of an existing care facility). Note the cost of buybacks is not

included in the development cost as an independent fair value of the land on an unencumbered basis is used as the value ascribed to the

development land.

4

Greenfield land refers to land not previously utilised by, or as part of, an operational aged care facility or retirement village. Greenfield land is

typically bare (undeveloped) land at the time of purchase.

39
Oceania Healthcare

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Annual Report 2018

$’000

Care

Operations

Village

OperationsOtherTotal

2018

Operating revenue158,49121,556-180,047

Other income1,1041,5611,1653,830

Revaluation of investment property-68,320-68,320

Total income 159,595 91,437 1,165252,197

Operating expenses(130,658)(19,095)(16,096)(165,849)

Impairment of goodwill----

Reversal of impairment of property, plant

and equipment1,142--1,142

Segment EBITDA 30,079 72,342 (14,931)87,490

Interest income-21144165

Finance costs--(2,944)(2,944)

Depreciation and amortisation(8,307)-(528)(8,835)

Profit before income tax 21,772 72,363 (18,259)75,876

Taxation benefit / (expense)1,2501,982(2,136)1,096

Profit for the year attributable to shareholders23,02274,345 (20,395)76,972

Adjusted for underlying profit items

(Less): Change in fair value of investment property

1

and

reversal of impairment of property, plant and equipment(1,142)(68,320)-(69,462)

Add: Impairment of goodwill----

Less: DMF in relation to right to use asset-(123)-(123)

Add: Rental expenses in relation to right to use asset-7,790-7,790

Add: Loss on disposal of chattels at

decommissioned sites----

Add: Realised gain on resale-16,930-16,930

Add: Realised development margin-21,052-21,052

Underlying net profit before tax21,88051,674(20,395)53,159

(Less) / add: Deferred tax(1,250)(1,982)2,136(1,096)

Underlying net profit after tax20,63049,692(18,259)52,063

Less: Interest income-(21)(144)(165)

Add: Finance costs--2,9442,944

Add: Depreciation and amortisation8,307-5288,835

Underlying EBITDA28,93749,671(14,931)63,677

1

Includes change in fair value of right to use asset.

40
Oceania Healthcare

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Annual Report 2018

2.1. Operating Segments (Continued)

$’000

Care

Operations

Village

OperationsOtherTotal

2017

Operating revenue152,12719,756-171,883

Other income6688951,2672,830

Revaluation of investment property-57,161-57,161

Total income152,79577,8121,267231,874

Operating expenses(121,384)(11,709)(18,644)(151,737)

Impairment of goodwill(478)--(478)

Impairment of property, plant and equipment(4,328)--(4,328)

Segment EBITDA26,60566,103(17,377)75,331

Interest income-11122133

Finance costs - - (20,146)(20,146)

Depreciation and amortisation(7,362) - (549)(7,911)

Profit before income tax19,24366,114(37,950)47,407

Taxation expense--(2,525)(2,525)

Profit for the year attributable to shareholders19,24366,114(40,475)44,882

Adjusted for underlying profit items

Add / (less): Change in fair value of investment property

and impairment of property, plant and equipment4,328(57,161)-(52,833)

Add: Impairment of goodwill478--478

Add: Loss on disposal of chattels at

decommissioned sites495--495

Add: Realised gain on resale-12,653-12,653

Add: Realised development margin-5,222-5,222

Underlying net profit before tax24,54426,828(40,475)10,897

Add: Deferred tax--2,5252,525

Underlying net profit after tax24,54426,828(37,950)13,422

Less: Interest income-(11)(122)(133)

Add: Finance costs--20,14620,146

Add: Depreciation and amortisation7,362-5497,911

Underlying EBITDA31,90626,817(17,377)41,346

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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Annual Report 2018

2.2. Operating Revenue

Accounting Policy

Revenue is recognised to the extent that it is probable that future economic benefits will flow to the Group

and the amount can be measured reliably.

Deferred Management Fees

Deferred management fees are payable by residents of the Group's units, apartments and care suites under

the terms of their ORA or unit title rights.

Management fees are typically payable up to a maximum percentage of a resident’s occupation licence or

unit title rights deposit for the right to share in the use and enjoyment of common facilities.

The timing of the recognition of deferred management fees is a critical accounting estimate and judgement.

The deferred management fee is recognised on a straight-line basis over the greater of the term specified in

a resident’s ORA or the average expected occupancy for the relevant accommodation. This has been

assessed as 7 years for units, 5 years for apartments and 3 years for care suites from the date of occupation.

Estimates applied for deferred management fee tenure are reviewed periodically. Where a change in

estimate is required, it is the Group’s policy to recognise the aggregate impact of this change in the period

in which the change in estimate occurs.

Deferred management fees are recognised with respect to the leased site as per note 3.1.

Rest Home and Hospital Service Fees

Rest home and hospital service fees are recognised in the accounting period in which the services are

rendered. Where applicable these are recognised net of any associated rebates to residents.

Village Service Fees

Village service fees are charged to residents to recover village operating costs. These fees are recognised

as revenue when the associated services are provided to residents.

Rental Income

Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements.

$’000 May 2018May 2017

Deferred management fees18,62516,330

Deferred management fees – leased site123-

Rest home, hospital, dementia fees 154,865149,092

Village service fees5,3415,260

Rental income1,0931,201

180,047171,883

2.3. Other Income

Interest Income

Interest income is recognised on an accruals basis using the effective interest method.

Other Income

Other income includes income derived from additional services provided to residents such as meals

and laundry.

$’000 May 2018May 2017

Interest income165133

Net gain on disposal of property, plant and equipment95-

Change in fair value of interest rate swaps-4

Movement of residents’ share of resale gains26-

Training income1,1931,158

Other income2,5161,668

3,9952,963

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2.4. Expenses

Accounting Policy

All operating expenses are recognised on an accrual basis.

$’000 NotesMay 2018May 2017

Profit before income tax includes the following expenses:

Employee benefits

Wages and salaries

1

112,951102,733

Termination benefits206401

Share based payment expense

4.3

149140

113,306103,274

Depreciation and amortisation

Depreciation of property, plant and equipment

3.3

8,6947,706

Amortisation of software

5.2

141205

8,8357,911

Finance costs

Interest on senior debt facilities 3,49013,135

Payments on interest rate swaps1,673243

Agency, commitment and line fees4111,514

Capitalised interest(3,341)(517)

Interest on shareholder loans-990

Amortisation of bank fees2141,491

Interest on other loans-2,853

Interest on finance lease497437

2,94420,146

(Reversal of impairment) / impairment of property, plant

and equipment

3.3(1,142)4,328

Auditor’s remuneration

Audit and review of consolidated financial statements428346

Other assurance services

Trustee reporting and compliance with debt covenants1413

Other services

Taxation compliance services-125

Transaction costs

2

4.1

-525

Total fees paid to auditor4421,009

Transaction costs paid to auditor capitalised

2

4.1

-(193)

Fees to auditor expensed442816

1

Wages and salaries include staff related costs such as staff training, uniforms and recruitment.

2

Transaction costs paid to auditors in the year to 31 May 2017 relate to due diligence work in relation to the initial public offering of

Oceania Healthcare Limited. Refer to note 4.1.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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$’000 NotesMay 2018May 2017

Transaction costs

4.1

-4,042

Impairment of goodwill

5.2

-478

Repairs and maintenance of property, plant and equipment2,9662,846

Repairs and maintenance of investment property933712

Loss on disposal of property, plant and equipment-563

Donations63

Bad and doubtful debts (release) / expense

5.3

(156)125

Rental expense relating to operating leases1,2661,339

Rental expense relating to leased investment property

3.1

7,790-

Resident consumables15,39415,230

Residents’ share of resale gains-2,207

Insurance 1,7101,212

Legal and professional services2,3431,238

Other expenses (no items of individual significance)19,84918,130

52,54348,941

Total expenses176,486184,600

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3. Property Assets

3.1. Investment Property

Accounting Policy

Investment property includes both freehold land and buildings and land and buildings under development,

comprising independent units, certain care suites, serviced apartments and common facilities, provided for

use by residents under the terms of an ORA. Investment property is held for long-term yields and is not

occupied by the Group and is held at fair value.

The fair value of investment property, including the right to use asset under a lease (Everil Orr), is determined

by a qualified independent external valuer using a discounted cash flow model. As required by NZ IAS 40

Investment Property, the fair value as determined by the independent valuer is adjusted for assets and

liabilities already recognised in the Consolidated Balance Sheet which are also reflected in the discounted

cash flow model. The movement in the carrying value of investment property, net of additions, transfers and

disposals is recognised as a fair value movement in the Consolidated Statement of Comprehensive Income.

Fair value measurement on property under development is only applied if the fair value is considered to be

reliably measurable. Where the fair value of a property under development can be determined, it is carried

at fair value. Where the fair value of investment property under development cannot be reliably determined,

the value is considered to be the fair value of the land plus the cost of work undertaken.

$’000 NotesMay 2018May 2017

Investment property under development at fair value

Opening balance79,48648,311

Transfer (to) / from property, plant and equipment

3.3

(2,801)12,944

Capitalised expenditure83,25929,131

Capitalised interest and line fees1,070230

Transfer within investment property(56,970) (14,915)

Disposals(57)-

Change in fair value during the year4,2173,785

Closing balance108,20479,486

Completed investment property at fair value

Opening balance531,530447,560

Transfer within investment property56,970 14,915

Transfer to property, plant and equipment

3.3

(18,686) (2,981)

Transfer to held for sale(2,338)-

Capitalised expenditure14,13218,429

Capitalised interest and line fees1,646232

Disposals-(1)

Change in fair value during the year64,10353,376

Closing balance647,357531,530

Total investment property755,561611,016

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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Change in Fair Value Recognised in the Consolidated Statement of Comprehensive Income

$’000 May 2018May 2017

Increase in fair value of investment property144,545115,145

Add / (less): Transfers during the year23,825(9,964)

Less: Capitalised expenditure including capitalised interest(100,107)(48,021)

Plus: Disposals571

Change in fair value recognised in Consolidated Statement of

Comprehensive Income68,32057,161

Valuation Process and Key Inputs

Completed Investment Property

The fair value of completed investment property is calculated every six months by CBRE Limited.

CBRE Limited is an independent registered valuer and associate of the New Zealand Institute of Valuers and

is appropriately qualified with experience of valuing retirement village properties in New Zealand. The fair

value of completed investment property is based on an industry accepted valuation model applied to the

expected future cash flows to derive a net present value. The valuation calculates the expected cash flows for

a projected sequence of sales based on recycle profiling using a Monte Carlo simulation and a stabilised

occupancy term for residents. The analysis includes significant unobservable inputs used to determine the

fair value, as disclosed below.

As required by NZ IAS 40 Investment Property, the fair value as determined by the independent valuer is

adjusted for assets and liabilities already recognised in the Consolidated Balance Sheet which are also

reflected in the discounted cash flow model.

The CBRE Limited valuation is reviewed by management for accuracy of inputs and reasonableness

of assumptions.

The Group's interest in all investment property was valued on 30 April 2018 by CBRE Limited (2017:

31 May 2017 by CBRE Limited), at a total of $332.1m (2017: $252.7m).

The CBRE Limited valuation has been adjusted by management for the impact of any sale, resale and

repurchase of ORAs between 1 May 2018 and 31 May 2018 to arrive at the fair value of completed

investment properties at 31 May 2018. The CBRE Limited valuation has been adjusted downward by

management by $20.0m to reflect, amongst other things, the sale of unsold stock during the month of

May 2018 to arrive at a 31 May 2018 valuation (2017: nil adjustment). This is a change from prior periods

where the independent valuation was undertaken as at 31 May.

The valuation of investment property is adjusted for cashflows relating to refundable occupation licence

payments, residents’ share of resale gains and management fee receivable recognised separately on the

Consolidated Balance Sheet and also reflected in the valuation model. Refer below for a reconciliation.

Investment Property under Development

All land classified as under development was valued on 30 April 2018 by CBRE Limited (2017: 31 May 2017 by

CBRE Limited). Management does not envisage a material movement in the land value between 30 April

2018 and 31 May 2018 and therefore no adjustment has been made to this value. Any costs incurred to 31

May 2018 on the developments are included in arriving at the 31 May 2018 fair value.

The Group has applied the following methodology in relation to the measurement of investment property

under development:

Practical completion not achieved

Where the development still requires substantial work such that practical completion is not going to be

achieved, and a reliable estimate of fair value cannot be made, at or close to balance date, the fair value

recognised is the fair value of the development land per CBRE Limited valuation plus the cost of any work

in progress. An amount of $31.1m as at 31 May 2018 (2017: $32.2m) has been recognised in relation to these

development sites.

Where an individual development is of both investment property and freehold buildings in nature, the fair

value of land and work in progress is apportioned between investment property under development and

freehold land and buildings under development by applying the estimated gross floor area for these

respective areas of the development based on information obtained from the project quantity surveyors at

the planning and design stages.

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3.1. Investment Property (Continued)

Practical completion achieved

Where a development is practically completed, or likely to be completed at, or close to, balance date the

investment property is measured at its completed fair value as determined by CBRE Limited with an

adjustment made for any estimated costs, in accordance with the project budget, to be incurred to complete

the development, and is then transferred to completed investment property.

Property Specific Assumptions

Seismic and Weather Tightness Assessments

The CBRE Limited valuation, and accordingly the fair value of investment property, incorporates an allowance

in relation to remediation to properties where seismic strength testing has been carried out in prior years.

The May 2017 valuation incorporated the estimated costs to address weather tightness at certain sites based

on estimates provided in building condition reports completed by CoveKinloch New Zealand Limited in

February 2017. Based on further investigation and updated project budgets the estimated remediation costs

have reduced by $1.1m since 31 May 2017. Further, remediation costs totalling $1.1m (2017: $0.6m) have been

incurred in the 2018 financial year. The forecast cost, as at 31 May 2018, to complete the remediation is $0.2m.

Land Acquisitions

Acquisitions of land are recognised as investment property under development at the point that the sale

and purchase agreement is unconditional and risks, rewards and control have effectively passed to the

Group. As at 31 May 2018, $10.7m (2017: nil) has been recognised with respect to three parcels of land which

the Group has under agreement that were unconditional as at 31 May 2018. Deposits of $3.7m have been

paid as at 31 May 2018 and a payable of $7.0m with respect to these parcels of land has been included in

trade and other payables (see note 5.4). Per note 5.9, the final payment was made in relation to these

properties in June and July 2018.

Lease of Investment Property

The Group leases one site, Everil Orr, which meets the definition of investment property. The facility

comprises both apartments and common facilities provided for use by residents under the terms of an ORA.

Payments to the lessor under this lease are made as ORAs are sold. Subsequent cash flows upon the sale and

resale of the units are shared between the lessor and the Group.

Due to the variability of these payments both the right to use asset and the corresponding lease liability were

initially recognised at nil value. Rental payments are recognised as a rental expense through the

Consolidated Statement of Comprehensive Income as incurred (note 2.4). The right to use asset is held at fair

value in accordance with NZ IAS 40 Investment Property and has been valued by CBRE Limited at 30 April

2018. The valuation has been adjusted by management for the impact of any sale of ORAs between 1 May

2018 and 31 May 2018 to arrive at the fair value as at 31 May 2018 and any changes in fair value are taken to

the Consolidated Statement of Comprehensive Income.

The carrying value of the right to use asset as at 31 May 2018 in respect of this leased site is $7.7m (2017: nil)

and is included as completed investment property above.

Key Accounting Estimates and Judgements

Introduction

All investment properties have been determined to be Level 3 (2017: Level 3) in the fair value hierarchy as

the fair value is determined using inputs that are unobservable.

Classification of Accommodation with a Care or Service Offering

Where services are provided to residents who occupy accommodation under an ORA, it is the Group’s policy

to look at how consequential, or significant, these are in the context of the overall revenue/income derived

from the accommodation in ascertaining whether the accommodation is freehold land and buildings

(referred to as property, plant and equipment) or investment property. Whether the level of service provided

is significant is an area of judgement.

It is the Group’s policy to, at each reporting date, review sites that provide accommodation that is subject to

an ORA and also incorporates a provision to receive services on a case by case basis where this type of

accommodation is significant in the context of the site’s overall capacity.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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The Group applies the following principles when ascertaining the appropriate accounting treatment to

be applied:

Scenario Consideration of Significance of Cashflows Classification

Additional Services are optional (whether

or not the unit is certified for Aged Related

Residential Care ("ARRC")).

Qualitatively the business model is the provision

of retirement accommodation.

Investment

property

Services are compulsory but an insignificant

portion of total revenue from the unit.

Quantitatively insignificant (a guideline of under

20% of total revenue is adopted) and qualitatively

the business model is the provision of retirement

accommodation.

Investment

property

Services are compulsory and a significant

portion of the total revenue derived from

the unit.

Quantitatively significant. Qualitatively the

business model is the provision of care.

Property, plant

and equipment

Full ARRC funded care is compulsory for

that unit/bed.

Qualitatively the business model is the provision

of care. Quantitative assessment not relevant as

price of accommodation (and therefore deferred

management fee) does not change overall

purpose of the accommodation.

Property, plant

and equipment

Sensitivity

The significant unobservable inputs used in the fair value measurement of the Group's portfolio of

investment property are the discount rate and property price growth rate. The following assumptions have

been used to determine fair value:

Significant InputDescription2018

2017

Discount rateThe pre-tax discount rate14.0% – 22.0%

(median: 15.0%)

14.0% – 22.0%

(median: 15.0%)

Property price growth rateAnticipated annual property price growth over

the cash flow period 0-4 years

0.0% – 3.0%0.0% – 3.0%

Property price growth rateAnticipated annual property price growth over

the cash flow period 5+ years

2.5% – 3.5%2.5% – 3.5%

Stabilised Occupancy

Period

3.1yrs – 8.4yrs

(median: 7.2yrs)

3.1yrs – 8.4yrs

(median: 7.2yrs)

Completed Investment Property Sensitivity


$’000

Adopted ValueDiscount Rate

+0.5%

Discount Rate

–0.5%

Property Growth

Rate +50 bp

Property Growth

Rate –50 bp

2018

Valuation312,109

Difference $’000(11,105)11,88815,605(14,981)

Difference %(3.6%)3.8%5.0%(4.8%)


$’000

Adopted ValueDiscount Rate

+0.5%

Discount Rate

–0.5%

Property Growth

Rate +50 bp

Property Growth

Rate –50 bp

2017

Valuation252,706

Difference $’000(8,720)9,28811,877(13,393)

Difference %(3.5%)3.7%4.7%(5.3%)

The stabilised occupancy period is a key driver of the CBRE Limited valuation. A significant increase/

(decrease) in the occupancy period would result in a significantly lower/(higher) fair value measurement.

Current ingoing price, for subsequent resales of ORAs, is a key driver of the CBRE Limited valuation.

A significant increase/(decrease) in the ingoing price would result in a significantly higher/(lower) fair

value measurement.

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3.1. Investment Property (Continued)

Other Relevant Information

The valuation of investment property is adjusted for cashflows relating to refundable occupation licence

payments, residents’ share of resale gains and management fee receivable recognised separately on the

Consolidated Balance Sheet and also reflected in the valuation model.

A reconciliation between the valuation and the amount recognised on the Consolidated Balance Sheet as

investment property is as follows:

$’000 May 2018May 2017

Completed investment property

Valuation312,109252,706

Plus: Refundable occupation licence payments383,323315,425

Plus: Resident’s share of resale gains7,5629,770

Less: Management fee receivable(52,665)(46,150)

Less: Resident obligations for units not included in valuation (2,972)(221)

647,357531,530

Investment property under development

Valuation108,20479,486

108,20479,486

Total investment property at fair value755,561611,016

Where an incoming resident has an unconditional ORA in respect of a retirement village unit and the

corresponding outgoing resident for that same accommodation has not yet been refunded, the CBRE Limited

valuation is adjusted for the incoming resident balances only. An adjustment of $3.0m (2017: $0.2m) is included

in the above reconciliation to reflect this.

Assets Held for Sale

Investment property assets are classified as held for sale when their carrying amount is to be recovered

principally through a sale transaction and a sale is considered highly probable. They are stated at their fair

value. Refer note 3.3.

3.2. Refundable Occupation Right Agreements

Accounting Policy

A new resident is charged a refundable occupation licence payment in consideration for the right to occupy

one of the Group's units, apartments or care suites. The occupation licence payment becomes payable at

such time as the ORA is unconditional and has either "cooled off" or where the resident is in occupation at

balance date. On termination of the ORA the licence payment is repaid to the exiting resident. The Group

has a legal right to set-off any amounts owing to the Group by a resident against that resident's licence

payment. Such amounts include deferred management fees, recovery of village operating costs and recovery

of outstanding obligations to the village.

An amount equal to a capped percentage of the licence payment is charged by the Group as a management

fee for the right to use and enjoy the common areas of the village. The deferred management fee is payable

by the resident on termination of the ORA.

The management fee receivable is recognised in accordance with the terms of the resident’s ORA.

The deferred management fee represents the difference between the management fees receivable under

the ORA and the portion of the management fee accrued which is recognised on a straight-line basis over

the greater of the term specified in a resident's ORA or the average expected occupancy for the relevant

accommodation i.e. 7 years for units, 5 years for apartments and 3 years for care suites (2017: 7 years,

5 years, 3 years).

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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The management fee recognised in the Consolidated Statement of Comprehensive Income represents

income earned in line with the average expected occupancy.

Included in the obligation to residents is an estimate of the amount expected to be paid to those residents

whose occupation licence or unit title right allows them to participate in the resale gain of the unit or

apartment they occupy.

As the refundable occupation licence payment is repayable to the resident upon termination (subject to a

new ORA being issued to an incoming resident), the fair value is equal to the face value, being the amount

that can be demanded.

$’000 May 2018May 2017

Village

Refundable occupation licence payments383,323315,425

Residents’ share of resale gains7,5629,770

Less: Management fee receivable (per contract)(72,269)(64,856)

318,616260,339

Care Suites

Refundable occupation licence payments47,73428,285

Accommodation rebate825575

Less: Management fee receivable (per contract)(10,763)(6,295)

37,79622,565

Held for Sale

Refundable occupation licence payments2,108-

Residents’ share of resale gains20-

Less: Management fee receivable (per contract)(327)-

1,801-

Total refundable occupation right agreements358,213282,904

Reconciliation of Management Fees recognised under NZ IFRS and per ORA

$’000 May 2018May 2017

Village

Management fee receivable (per contract)(72,269)(64,856)

Deferred management fee19,60418,706

Management fee receivable (per NZ IFRS)(52,665)(46,150)

Care Suites

Management fee receivable (per contract)(10,763)(6,295)

Deferred management fee2,222828

Management fee receivable (per NZ IFRS)(8,541)(5,467)

Held for Sale

Management fee receivable (per contract)(327)-

Deferred management fee97-

Management fee receivable (per NZ IFRS)(230)-

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3.2. Refundable Occupation Right Agreements (Continued)

Expected Maturity

Although the occupation licence payments are refundable to the residents on vacating the unit / apartment /

care suite or on termination of the licence to occupy / unit title right (subject to new licences or unit title

rights being issued), average occupancy is estimated to be 7 years for units, 5 years for apartments and 3

years for care suites based on observed tenure at the Group’s villages. It is therefore not expected that the

full obligation to residents will fall due within one year.

Based on past experience the expected maturity of the net obligation to residents is as follows:

$’000 May 2018May 2017

Within 12 months34,03026,876

Beyond 12 months from Balance Sheet date324,183256,028

Total refundable occupation right agreements358,213282,904

3.3. Property, Plant and Equipment

Accounting Policy

Property, plant and equipment comprises owner-occupied freehold land and buildings and plant and

equipment operated by the Group for the provision of care services, certain care suites and land and

buildings under development.

Following initial recognition at cost, completed owner occupied freehold land and buildings and land and

buildings under development are carried at fair value. Independent valuations are performed with sufficient

regularity (i.e. every two years) to ensure that the carrying amount does not differ materially from the assets

fair value at the balance date. Any depreciation at the date of valuation is eliminated against the gross

carrying value of the asset, and the net amount is restated to the revalued amount of the asset. In periods

where no valuation is carried out, the asset is carried at its revalued amount plus any additions, less any

impairment and less any depreciation incurred since the date of the last valuation.

All other plant and equipment is stated at historical cost less depreciation and impairment. Historical cost

includes expenditure that is directly attributable to the acquisition of the items.

A property under construction is classified as land and buildings within property, plant and equipment where

the completed development will be classified as such and as investment property where the completed

development will be classified as an investment property. Fair value measurement on property under

construction is only applied if the fair value is reliably measurable. Where the fair value of property under

construction cannot be reliably determined the value is the fair value of the land plus the cost of work

undertaken. Property under construction classified as land and buildings under development is revalued

annually and is not depreciated.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as

appropriate, only when it is probable that future economic benefits associated with the item will flow to the

Group and the cost of the item can be measured reliably. All other repairs and maintenance are expensed to

the Consolidated Statement of Comprehensive Income during the financial year in which they are incurred.

Increases in the carrying amount arising on revaluation of land and buildings are credited to asset revaluation

reserves in shareholder’s equity; increases that offset previous decreases taken through the Consolidated

Statement of Comprehensive Income are recognised in the Consolidated Statement of Comprehensive

Income. Decreases that offset previous increases of the same asset are charged against the asset revaluation

reserve directly in equity; all other decreases are charged to the Consolidated Statement of Comprehensive

Income. When revalued assets are sold, or held for sale, the amounts included in reserves are transferred to

retained earnings.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate

their cost, net of their residual values, over their estimated useful lives, as follows:

CategoryUseful Life Range

Weighted Average

Depreciation Rate

Freehold buildings10 - 50 years3%

Chattels and leasehold improvements2 - 50 years20%

Motor vehicles5 years22%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

No depreciation is charged in the year of sale for all assets other than buildings in which case depreciation

is charged to earlier of the date of classification to held for sale or the date of sale.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying

amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the net disposal proceeds with the carrying

amount of the asset. These are included in the Consolidated Statement of Comprehensive Income.

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3.3. Property, Plant and Equipment (Continued)


$’000

Freehold

Land

Freehold

Buildings

Freehold

Land and

Buildings under

Development

Chattels and

Leasehold

ImprovementTotal

At 31 May 2016

Cost - - - 45,072 45,072

Valuation 69,090 143,243 26,862 - 239,195

Accumulated depreciation - - - (31,128)(31,128)

Net book amount 69,090 143,243 26,862 13,944 253,139

Year ended 31 May 2017

Opening net book amount 69,090 143,24326,86213,944253,139

Additions3607,3647,8414,39719,962

Capitalised interest and line fees--56-56

Disposals - --(570)(570)

Depreciation-(4,588)-(3,118)(7,706)

Transfer from / (to) investment

property-2,081(12,044)-(9,963)

Reclassification within property,

plant and equipment-113(113)--

Net revaluation surplus2,5955,2555,204-13,054

Closing net book amount72,045153,46827,80614,653267,972

At 31 May 2017

Cost - - - 46,75046,750

Valuation72,045153,46827,806 - 253,319

Accumulated depreciation - - - (32,097)(32,097)

Net book amount72,045153,46827,80614,653267,972

Year ended 31 May 2018

Opening net book amount72,045153,46827,80614,653 267,972

Additions-6,53123,659 3,794 33,984

Capitalised interest and line fees-375251 - 626

Disposals-(12)- (6) (18)

Depreciation-(5,375)- (3,319)(8,694)

Transfer to assets held for sale(5,860)(10,710)- (745)(17,315)

Transfer (to) / from investment

property(350)18,8502,987 - 21,487

Reclassification within property,

plant and equipment1,61210,475(12,087)- -

Net revaluation surplus (323)4,095 1,747 - 5,519

Closing net book amount 67,124 177,697 44,363 14,377 303,561

At 31 May 2018

Cost - - - 46,526 46,526

Valuation 67,124 177,697 44,363 - 289,184

Accumulated depreciation - - - (32,149)(32,149)

Net book amount 67,124 177,697 44,363 14,377 303,561

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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Key Accounting Estimates and Judgements

All land and buildings have been determined to be Level 3 (2017: Level 3) in the fair value hierarchy as the fair

value is determined using inputs that are unobservable.

Valuation Process and Key Inputs

Land and Buildings

Land and buildings are held at fair value. Independent valuation reports are obtained every two years, unless

there is sustained market evidence of a significant change in fair value. Based on information available, the

Directors have determined that there has been no material valuation movement in the period from 31 May 2017

to 31 May 2018 with respect to freehold land and buildings with the exception of the newly completed care

suites at the Meadowbank facility. No external valuation has been sought in relation to the 31 May 2018

balance date except as it relates to the construction of care suites at Meadowbank. CBRE Limited have

valued the care suites at the Meadowbank facility as at 30 April 2018. This valuation has been adjusted by

management for the impact of sales of ORAs between 1 May 2018 and 31 May 2018 to arrive at the fair value

of the completed Meadowbank facility.

An independent valuation in respect of freehold land and buildings was undertaken in May 2017 by

independent registered valuers CBRE Limited. CBRE Limited are appropriately qualified valuers with

experience of valuing residential aged care and retirement village property in New Zealand. The 31 May 2017

valuation of the Group's care facilities was apportioned to land, improvements, chattels and goodwill. The fair

value of land and buildings as determined by CBRE Limited is based on the level of rent able to be generated

from the maintainable net cash flow of the facility subject to average efficient management. The fair value of

the Group's land and buildings is based on these apportionments. However chattels are carried at historic cost

less depreciation and goodwill is not recorded in the consolidated financial statements. The 31 May 2017

CBRE Limited valuation included $59.1m of goodwill. An additional $2.5m has arisen as at 30 April 2018 on

valuation of the newly completed Meadowbank care suites that were transferred from land and buildings

under development. This goodwill is not recognised in the consolidated financial statements. There is $16.8m

(2017: $16.8m) of goodwill recognised on acquisition included in these consolidated financial statements as an

intangible asset.

In arriving at fair value of freehold land and buildings as at 31 May 2018, the 31 May 2017 carrying amounts have

been adjusted for the cost of any additions or work in progress incurred, less any disposals and depreciation

recognised since 1 June 2017. An adjustment for reversal of previous impairment has been made as below.

The CBRE Limited valuation, and accordingly the fair value of freehold buildings, incorporates an allowance

in relation to remediation to properties where seismic strength testing has been carried out in prior years.

The CBRE Limited valuation as at 31 May 2017 incorporated the estimated costs to address weather tightness

at certain sites based on building condition reports completed by CoveKinloch New Zealand Limited in

February 2017. Following further investigation and updated project budgets the 31 May 2017 valuation has

been adjusted by management for the reduction in the estimated costs of $1.7m since 31 May 2017 in

arriving at the 31 May 2018 valuation. Further remediation costs totalling $2.8m (2017: $1.0m) have been

incurred in the 2018 financial year. The forecast cost, as at 31 May 2018, to complete the remediation is $0.6m.

Where a decrease in land and buildings is recognised below original cost, this is recognised directly within

the Consolidated Statement of Comprehensive Income. Total net revaluation gains of $5.5m have been

recognised in the current year in respect of land and buildings (2017: $13.0m gain). In the current year, a

reversal of impairment of $1.1m (2017: impairment $4.3m) has been recognised in the Consolidated

Statement of Comprehensive Income. The remaining gain of $4.4m (2017: $17.3m gain) has been recognised

in the revaluation reserve together with deferred tax of $0.3m (2017: $1.2m decrease). Refer to note 5.1 for

the tax effects of revaluation.

Land and Buildings Under Development

When the Group undertakes development of a new site, the classification between freehold land and

buildings and investment property is reviewed. For sites with a care facility, including those with care suites,

these properties are classified as freehold land and buildings. For sites with a retirement village, the

properties are classified as investment property. Refer to note 3.1 for further information, including the

principles applied by the Group in determining the appropriate apportionment between freehold land,

buildings and investment property.

The Group's land under development was revalued on 30 April 2018 (2017: 31 May 2017) by independent

registered valuers CBRE Limited. CBRE Limited are appropriately qualified valuers with experience of valuing

residential aged care and retirement village properties in New Zealand. This has been adjusted for any costs

incurred to 31 May 2018 on the developments in arriving at the 31 May 2018 fair value.

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3.3. Property, Plant and Equipment (Continued)

Critical Judgements and Estimates in Applying Accounting Policies

(i) Classification of Care Suites

An area of significant judgement is determining the classification of those properties which are operated

as care suites. Refer note 3.1 for further information.

(ii) Valuation of Freehold Land and Buildings

No external valuation has been obtained in respect of freehold land and buildings as at 31 May 2018.

The valuation approach for the freehold land and buildings as at 31 May 2017 was an income capitalisation

approach and/or discounted cash flow analysis supplemented by the direct comparison approach.

The valuation is determined by the capitalisation of net cash flow profit/earnings before interest, tax,

depreciation, amortisation and rent ("EBITDAR") under the assumption a positive cash flow will be generated

into perpetuity. Capitalisation rates used for the 31 May 2017 valuation range from 10.0% to 18.5% with

a median value of 13.5%. The valuation was apportioned between land, buildings, chattels / plant and

equipment and goodwill to determine the fair value of the assets.

The significant unobservable input used in the fair value measurement of the Group's portfolio of land and

buildings is the capitalisation rate applied to earnings. A significant decrease/(increase) in the capitalisation

rate would result in significantly higher/(lower) fair value measurement.

Sensitivity


$’000

Adopted ValueCapitalisation Rate

+50 bp

Capitalisation Rate

–50 bp

31 May 2018

Freehold land and buildings

(excluding property under development)

Valuation 244,821

Difference $(13,465)14,689

Difference %(5.5%)6.0%


$’000

Adopted ValueCapitalisation Rate

+50 bp

Capitalisation Rate

–50 bp

31 May 2017

Freehold land and buildings

(excluding property under development)

Valuation 225,513

Difference $(12,403)13,531

Difference %(5.5%)6.0%

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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Assets Held for Sale

Assets are classified as held for sale when their carrying amount is to be recovered principally through a sale

transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair

value less costs to sell, except for investment property assets held for sale which are carried at fair value.

As at 31 May 2018, five facilities met the definition of held for sale. These facilities and their respective land,

buildings, investment property and plant and equipment have been reclassified for reporting purposes and

are held on the Consolidated Balance Sheet at current valuation which is the lower of their fair value less

costs to sell and their carrying amount. The revaluation reserve totalling $3.7m in respect of the properties

held for sale has been reclassified to retained earnings on reclassification of the properties.

$’000 May 2018May 2017

Opening balance --

Reclassification from investment properties 2,338 -

Reclassification from property, plant and equipment 17,315 -

Closing Balance 19,653 -

A conditional sale and purchase agreement in respect of these five sites was entered into on 5 July 2018.

Refer to note 5.9 for further details.

Finance Leases

The Group leases various equipment and motor vehicles under finance lease agreements. The lease terms

are between 3 and 6 years and have a net book value as at 31 May 2018 of $6.6m (2017: $7.3m).

Carrying Value of Assets

The carrying amount at which both land and buildings would have been carried had the assets been

measured under historical cost is as follows:

$’000

Freehold

Land

Freehold

Buildings

Freehold Land and

Buildings under

DevelopmentTotal

Carrying amount

Historical cost 201839,843152,6054,231196,679

Carrying amount

Historical cost 201743,931150,9745,919 200,824

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4. Shareholders’ Equity and Funding

4.1. Shareholder Equity and Reserves

Accounting Policy

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares

or options are shown in equity as a deduction, net of tax, from the proceeds.

May 2018

Shares

May 2017

Shares

May 2018

$’000

May 2017

$’000

Share capital

Authorised, issued and fully paid up capital610,254,535 610,254,535 579,498 579,498

Total contributed equity610,254,535 610,254,535 579,498 579,498

Movements

Opening balance of ordinary shares issued610,254,535340,213,420579,498372,633

Subscription for shares (Oceania Healthcare

Holdings Limited)-13,712,002-14,398

Subscription for shares (IPO)-253,164,557-200,000

Capitalised costs on IPO---(7,533)

Shares issued for long term incentive plan-3,164,556- -

Closing balance of ordinary shares issued610,254,535610,254,535579,498579,498

On 27 January 2017, 13,712,002 ordinary shares were issued to Oceania Healthcare Holdings Limited

("OHHL"), at $1.05 per share. This was to settle a loan from OHHL to Oceania Healthcare Limited of $13.4m,

and its associated accrued interest, entered into by Oceania Healthcare Limited on 30 June 2016.

On 5 May 2017, Oceania Healthcare Limited issued 253,164,557 ordinary shares at $0.79 each by way of

an Initial Public Offering ("IPO").

The Company incurred transaction costs of $11.9m, of which $10.7m was paid in the financial year to 31 May

2017, in relation to the IPO. Of this, $7.5m related to the issue of new shares and was netted against new

equity with the remaining balance expensed through the Consolidated Statement of Comprehensive Income.

All ordinary shares are authorised and rank equally with one vote attached to each fully paid ordinary share.

The shares have no par value.

Recognition and Measurement

None of the above issued shares are held by the Company or its subsidiaries with the exception of shares

issued to OCA Employees Trustee Limited, a subsidiary, on behalf of Oceania employees in relation to a

Long Term Incentive Plan ("LTIP").

The shares issued for the LTIP are classified as Treasury Shares as the Company has a beneficial interest in

the shares until the vesting conditions are met. Refer note 4.3.

Dividends

On 26 July 2018, a full year dividend of 2.6 cents per share (not imputed) was declared and will be paid on

20 August 2018. The record date for entitlement is 13 August 2018 (31 May 2017: nil).

On 25 January 2018 an interim dividend of 2.1 cents per share (not imputed) was declared and subsequently

paid on 20 February 2018.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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Asset Revaluation Reserve

The asset revaluation reserve is used to record the revaluation of freehold land and buildings and land and

buildings under development.

Interest Rate Swap Reserve

The interest rate swap reserve is used to record gains or losses on instruments used as cash flow hedges. The

amounts are recognised in the Consolidated Statement of Comprehensive Income when the hedged

transaction affects profit and loss. Refer note 5.6.

4.2. Earnings per Share

Basic

Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average

number of ordinary shares outstanding during the year.

May 2018May 2017

Profit after tax ($’000)76,97244,882

Weighted average number of ordinary shares outstanding (’000s)604,359360,868

Basic earnings per share (cents per share)12.712.4

Diluted

Diluted Earnings per share is calculated by adjusting the weighted average number of ordinary shares

outstanding to assume conversion of all dilutive potential ordinary shares. As at 31 May 2018 there were

2,730,772 shares with a dilutive effect (2017: 910,257).

May 2018May 2017

Profit after tax ($’000)76,97244,882

Diluted weighted average number of ordinary shares outstanding (’000s)605,411360,890

Diluted earnings per share (cents per share)12.712.4

4.3. Employee Share Based Payments

(a) Long Term Incentive Plan

The Company operates two LTIPs for certain members of the Senior Management Team ("the Participants").

The vesting of shares depends upon the satisfaction of performance hurdles.

The Group has provided interest free limited recourse loans to fund the acquisition of shares by the

Participants. In substance the arrangement has been determined as an employee share option. The shares

are treated as treasury stock when issued due to the features of the scheme.

Combined, the two schemes consist of 5,895,329 fully allocated shares, which represents 0.97% of the total

shares on issue. Of these 3,164,556 are held by OCA Employees Trustee Limited on behalf of the Participants

with the balance held directly by employees.

The 2,730,772 shares in the 2015 share plan were all fully vested as at 31 May 2018.

The 3,164,556 shares in the 2017 share plan vest on the business day after the consolidated financial

statements for the 31 May 2020 financial year are released. The vesting criteria is a non-market earnings per

share based performance hurdle being the achievement of a minimum Compound Annual Growth Rate of

35.0% per annum in Underlying Earnings per Share over the three year period until 31 May 2020.

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4.3. Employee Share Based Payments (Continued)

The Participants are required to be employed by the Group at the vesting dates for the shares to vest.

A valuation of the schemes as at the grant dates has been performed by a qualified independent party using a

combination of the Black Scholes and Binomial Option Pricing models. The weighted average fair value of

each option within the 2015 plan was determined at $0.089 at grant date and $0.143 for the 2017 plan. The

expense is spread over the expected vesting period of the options and is recognised within retained earnings.

During the year to 31 May 2018, the remaining 1,820,515 shares (or 66.66%) of the 2015 plan have vested

(2017: 910,257 shares vested) and are held directly by employees, a portion of which are subject to escrow

requirements. These shares were originally issued at $0.52 per share during the 2016 financial year.

A reconciliation of the share rights on issue is provided below.

May 2018

Shares

May 2017

Shares

Opening balance4,985,0712,730,772

Granted during the year-3,164,556

Vested during the year(1,820,515)(910,257)

Forfeited during the year--

Closing balance3,164,5564,985,071

(b) Key Estimates and Assumptions

The key inputs used in the determination of the fair value of the equity instruments by the binomial option

pricing are as follows:

2015 Share Plan2017 Share Plan

Grant date15 August 20155 May 2017

Volatility20%30%

Risk free rate2.64%2.45%

Loan repayment date31 May 201915 August 2020

Issue / exercise price$0.52$0.79

Expected volatility was determined by assessing the historical volatility of comparable companies in

New Zealand and Australia.

As at 31 May 2018, it has been assumed that Participants will remain employed with the Group and that

the earnings based performance hurdles will be met. Dividend assumptions are based on forecast dividend

payments over the vesting period. Any dividend payments during the vesting period are applied to the

outstanding balance of the loan.

The combined cost for the year is $0.1m (2017: $0.1m) giving a total cost to date of $0.3m (2017: $0.2m).

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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4.4. Borrowings

Accounting Policy

Borrowings are initially recognised at fair value, including transaction costs incurred. Borrowings are

subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs)

and the redemption amount is recognised in the Consolidated Statement of Comprehensive Income over

the period of the borrowings using the effective interest method.

Specific borrowing costs directly attributable to the acquisition, construction or production of qualifying

assets, which are assets that necessarily take a substantial period of time to get ready for their intended use

or sale, are added to the cost of those assets, until such a time as the assets are substantially ready for their

intended use. Other borrowing costs are recognised in the Consolidated Statement of Comprehensive

Income in the period in which they are incurred.

$’000May 2018May 2017

Secured

Bank loans 163,283 89,430

Other loans - -

Capitalised loan costs(413)(627)

Finance leases5,8416,439

Total borrowings 168,711 95,242

Current 2,064 2,201

Non current 167,060 93,668

Total borrowings excluding capitalised loan costs 169,124 95,869

Recognition and Measurement

(i) Bank Loans

Under the Group’s senior debt facilities prior to the IPO, interest on loans and advances was charged using

the BKBM Bill rate plus a margin. Interest is now charged using the BKBM Bill rate plus a margin and line fees.

Interest rates applicable in the year to 31 May 2018 ranged from 2.99% to 3.94% (2017: 3.61% to 5.97%).

Contemporaneous with the IPO, the Group’s existing bank debt was refinanced. At this time new financing

arrangements were entered into with a maturity date of 5 May 2020.

Debt Financing

On 6 July 2018 an agreement was entered into with the banking syndicate to increase total debt facility limits

from $235m to $350m as follows:

(i) General Corporate Facility limit increased to $135m (formerly $60m); and

(ii) Development Facility limit increased to $215m (formerly $175m).

In addition to the above, the maturity of borrowings was extended to 31 July 2023.

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4.4. Borrowings (Continued)

Financing Arrangements

At 31 May 2018, the Group held committed bank facilities with drawings as follows:

May 2018May 2017

$’000CommittedDrawnCommittedDrawn

General Corporate Facility75,00062,15760,00020,965

Development Facility160,000101,126175,00068,465

Total235,000163,283235,00089,430

The Group’s revolving Development Facility is utilised to cover costs associated with current development

projects. The revolving General Corporate Facility is used for general corporate purposes as well as

development land for projects not currently funded by the Development Facility.

Interest on the General Corporate Facility is typically payable quarterly. Interest on the Development Facility

is capitalised and repaid together with principal using the ORA licence proceeds received upon settlement of

initial sales of newly developed units and care suites. Line fees are payable quarterly on the committed

General Corporate Facility and the Committed Development Facility.

The financial covenants in the Group's senior debt facilities, with which the Group must comply include:

a) Interest Cover Ratio – the ratio of Adjusted EBITDA to Net Interest Charges is not less than 2.0x; and

b) Loan to Value Ratio – the ratio of total bank debt shall not exceed 50% of the total property value

of all Group’s properties (including the "as-complete" valuations for projects funded under the

Development Facility).

The covenants are tested half yearly. All covenants have been complied with during the year.

Assets Pledged as Security

The bank loans of the Group are secured by mortgages over the Group’s care facility freehold land and

buildings and rank second behind the Statutory Supervisors where the land and buildings are classified as

investment property and investment property under development. There was no material change to security

arrangements as a result of the refinance.

(ii) Finance Lease

Finance lease liabilities relate to the lease of various equipment and motor vehicles and are effectively

secured as the rights to the leased asset revert to the lessor in the event of default.

Minimum Future Lease Payments

$’000May 2018May 2017

Not later than 1 year 2,426 2,201

Later than 1 year and not later than 5 years 4,172 5,084

Minimum lease payments 6,598 7,285

Less: Future finance charges(757)(846)

Present value of minimum lease payments 5,841 6,439

Included in the financial statements as:

Finance leases – current portion 2,064 1,813

Finance leases – non current portion 3,777 4,626

Due to the variable payments with respect to the rental of the investment property site per note 3.1 no

liability is included in the finance lease balance above in respect of this right to use asset. The total required

lease payment in respect of Stage One is $25.5m. To date an amount of $7.8m (note 2.4) has been paid.

The remaining $17.7m balance outstanding has been disclosed as a commitment per note 5.8.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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(iii) Net Debt Reconciliation

Cash and cash equivalents include cash at hand. The following provides an analysis of net debt and the

movements in net debt for the year.

$’000May 2018

Cash and cash equivalents18,288

Borrowings – repayable within one year(2,064)

Borrowings – repayable after one year(167,060)

(150,836)

Cash and liquid investments18,288

Gross debt – fixed interest rates(105,841)

Gross debt – floating interest rates(63,283)

(150,836)

Liabilities from Financing Activities

$’000 Cash

Finance

Leases Due

Within

1 year

Finance

Leases Due

After

1 year

Borrowings

Due Within

1 year

Borrowings

Due After

1 yearTotal

Net debt as at 31 May 2017

10,861 (1,813)(4,626)- (89,430)(85,008)

Cash flows7,4271,933--(71,253)(61,893)

Acquisitions – finance leases-(217)(992)--(1,209)

Other non-cash movements-(1,967) 1,841 -(2,600)(2,726)

Net debt as at 31 May 201818,288(2,064)(3,777)

-

(163,283)(150,836)

5. Other Disclosures

5.1. Income Tax


Accounting Policy

The tax expense or benefit for the year comprises current and deferred tax. Tax is recognised in the

calculation of profit for the year in the Consolidated Statement of Comprehensive Income, except to

the extent that it relates to items recognised in Other Comprehensive Income. In this case the tax is also

recognised in Other Comprehensive Income.

The current income tax charge is calculated on the basis of the tax laws enacted at the year end.

The Directors periodically evaluate positions taken in tax returns with respect to situations in which

applicable tax regulation is subject to interpretation.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the

tax base of assets and liabilities and their carrying amounts in the consolidated financial statements.

However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability

in a transaction other than a business combination that at the time of the transaction affects neither

accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have

been enacted or substantially enacted by the Balance Sheet date and are expected to apply when the

related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will

be available against which the temporary differences can be utilised.

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5.1. Income Tax (Continued)

$’000May 2018May 2017

Income tax (benefit) / expense

Current tax--

Deferred tax(1,096)2,525

(1,096)2,525

Taxation expense is calculated as follows:

Profit before income tax75,87647,407

Tax at the New Zealand tax rate of 28% 21,24513,274

Adjusted by the tax effect of:

Non-deductible impairment of goodwill-134

Non-deductible expenditure1021,425

Capitalised interest deductible for tax(936)(145)

Non-assessable revaluation of investment property(19,129)(16,005)

Taxable depreciation(3,397)(3,645)

Accounting depreciation2,4472,312

Non-assessable (reversal of impairment) / impairment of of fixed asset(320)1,212

Adjustment for timing difference of provisions607186

Other-(70)

Losses (utilised) / recognised(619)1,322

Current tax expense--

Impact of change to held for use for investment property-9,844

Impact of movements in investment property(2,602)419

Impact of movements in property, plant and equipment 296(3,547)

Other adjustments(577)(1,851)

Prior period adjustments112(631)

Losses utilised or derecognised / (recognised)1,675(1,709)

Deferred tax expense(1,096)2,525

Income tax (benefit) / expense(1,096)2,525

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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Movement in the Deferred Tax Balance

$’000

Balance

1 June 2017

Recognised

in Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance

31 May 2018

Investment property(12,179)2,555-(9,624)

Property, plant and equipment(19,126)358298(18,470)

Provisions and other assets / liabilities4,158522794,759

Tax losses2,339(2,339)--

Deferred tax liabilities(24,808)1,096377(23,335)

$’000

Balance

1 June 2016

Recognised

in Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance

31 May 2017

Investment property(2,083)(10,096)-(12,179)

Property, plant and equipment(21,357)3,409(1,178)(19,126)

Provisions and other assets / liabilities2,2641,894-4,158

Tax losses -2,268712,339

Deferred tax liabilities(21,176)(2,525)(1,107)(24,808)

Recognition and Measurement

No income tax was paid or payable during the period (2017: nil).

Key Accounting Judgements

(i) Deferred Tax on Investment Property

Deferred tax on investment property is assessed on the basis that the asset value will be realised through use

("Held for Use").

An initial recognition exemption has been applied to newly developed village sites in accordance with NZ IAS 12.

The Group’s ORAs comprises two gross cash flows (being an ORA deposit upon entering the unit and the

refund of this deposit upon exit). In determining the tax base of investment property, the Group considered

whether taxable cash flows are received at the end of the ORA period (i.e. upon refund of the ORA deposit

by way of set off on exit by a resident) or at the beginning of the ORA period (i.e. at time of the receipt of the

ORA deposit). The Group has carefully evaluated all the available information and considers it appropriate to

recognise and measure the tax base and associated deferred tax based on the taxable cash flows being

receivable at the end of the ORA period as this best represents the Group’s contractual entitlement.

In calculating deferred tax under the Held for Use methodology, the Group has made significant judgements

to determine taxable temporary differences. The carrying value of the Group’s investment property is

determined on a discounted cash flow basis and includes cash flows that are both taxable and non-taxable in

the future. The Group has recognised deferred tax on the cash flows with a future tax consequence being

DMF as provided by CBRE Limited, to the extent that it arises from depreciable components (i.e. buildings)

of the investment property. The Group uses the council rateable valuations to estimate the apportionment of

cash flows arising from the depreciable (i.e. buildings) and non-depreciable components (i.e. land).

Contractually, management fees are received upon refund of the ORA deposit by way of set off on exit of a

unit by a resident.

Should the taxable cash flows of investment property be treated as received at the beginning of the ORA

period, an additional deferred tax liability of $3.7m would be recognised on the Consolidated Balance Sheet.

An additional current year tax expense of $3.7m and a corresponding reduction in net profit after tax of

$3.7m would also be recognised (2017: $3.1m).

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5.1. Income Tax (Continued)

(ii) Recognition of Tax Losses

Up until 31 May 2015 the Company and its subsidiaries were members of a tax consolidated group together

with the Company’s parent company, OHHL. The issuance of shares to the executive members participating

in the long term incentive scheme in November 2015 triggered the Company and its subsidiaries’ exit from

the tax consolidated group as the Company, and its subsidiaries, no longer met the tax consolidated group

eligibility criteria of being in a wholly-owned group. The impact of this is that all tax losses incurred by the

Company and its subsidiaries until 31 May 2015 remain within the tax consolidated group (of which OHHL is

the sole member).

After completing the IPO in May 2017 and following consideration of the Group’s capital structure and

profitability forecasts, the Directors considered it appropriate to recognise a portion of the Group’s available

tax losses to the extent that these were expected to be utilised before any breach of shareholding continuity,

from a change in shareholding or other means of restructure, in accordance with NZ IAS 12. As the shares

held by OHHL are escrowed to the date of the market announcement of the 2018 financial year result, $2.3m

(tax effect) of tax losses were recognised as at 31 May 2017 based on the Group’s forecast taxable profit until

31 May 2018.

The Group entered into a tax loss offset agreement with its parent company, OHHL, to offset the taxable

income generated by Oceania Village Company Limited ("OVCL"), a subsidiary of the Company, for the year

ended 31 May 2017 for $28.7m. Following the loss offset of the OVCL taxable income with OHHL losses, and

losses generated in the May 2018 year, the Group will have $64.6m (31 May 2017: $42.5m) of available tax

losses at 31 May 2018.

As the timeframe for any breach of shareholder continuity beyond the aforementioned escrow period is

uncertain no tax losses have been recognised as at 31 May 2018.

(iii) Recognition of Deferred Management Fee

The interpretation of NZ tax laws in relation to deferred management fees involves significant judgements

and uncertainty. Deferred management fees are currently recognised for tax purposes consistent with

the Group’s revenue recognition policy. Consequently no deferred tax is recognised (refer note 2.2).

The Inland Revenue is currently disputing the tax treatment adopted by the Group in relation to deferred

management fees and a Notice of Proposed Adjustment in respect of the 2016 income year was received

on 13 March 2018.

The Group believes the tax treatment adopted is correct and is defending its position. Should the Inland

Revenue be successful in its claim in relation to the 2016 income year this would initially result in the

recognition of a tax liability of approximately $5.4m which would be fully met by the application of losses.

A corresponding recognition of an equal and opposite deferred tax asset of approximately $5.4m would

also be recognised at this time.

The dispute is currently limited to the 2016 income year however if the Commissioner is successful and

requires application to the 31 May 2017 and 31 May 2018 periods, a corresponding deferred tax asset

of $6.1m would be recognised. Further, $21.9m of the $64.6m of available tax losses would be utilised.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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5.2. Intangible Assets

Accounting Policy

Goodwill

Goodwill represents the excess of cost of an acquisition over the fair value of the Group's share of the net

identifiable assets of the acquired subsidiary or business at the date of acquisition. Goodwill is not amortised.

Instead, goodwill is reviewed for indicators of impairment at 30 November and tested for impairment at 31 May,

and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity or cash

generating unit ("CGU") include the carrying amount of goodwill relating to the entity or CGU sold. Goodwill

is allocated to CGUs and these CGUs are grouped where appropriate for the purpose of impairment testing.

The allocation is made to those CGUs or groups of CGUs that are expected to benefit from the business

combination in which the goodwill arose.

Computer Software

Costs associated with maintaining computer software programmes are recognised as an expense as

incurred. Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire

and bring to use the specified software. These costs are amortised on a straight line basis over their

estimated useful lives (2.5 years).

$’000Goodwill Software Total

Year ended 31 May 2017

Opening net book amount17,29532717,622

Additions - 114114

Amortisation and impairment charge(478)(205)(683)

Closing net book amount16,81723617,053

As at 31 May 2017

At cost216,2033,194219,397

Accumulated amortisation and impairment(199,386)(2,958)(202,344)

Net book amount16,81723617,053

Year ended 31 May 2018

Opening net book amount 16,817 236 17,053

Additions - 486 486

Amortisation and impairment charge - (141) (141)

Closing net book amount 16,817 581 17,398

As at 31 May 2018

At cost 216,203 3,680 219,883

Accumulated amortisation and impairment (199,386) (3,099) (202,485)

Net book amount 16,817 581 17,398

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5.2. Intangible Assets (Continued)

Impairment Test for Goodwill

The carrying value of goodwill has been assessed on a site by site basis taking into account the site's results

as a whole for both the care and village CGUs.

The carrying amount of goodwill at each site is not significant in comparison to the total amount of goodwill.

All goodwill is allocated to the care CGUs.

Key Judgements in Applying the Accounting Policies

Care CGUs Recoverable Amount

The recoverable amount of the individual care sites has been determined based on an external valuation of

fair value less costs to sell by CBRE Limited as an external valuer. The fair value less costs to sell is considered

level 3 in the fair value hierarchy. This has been used for comparison to current carrying value.

The assumptions used in determining the fair value for care facilities are disclosed in note 3.3.

Reasonable possible movements in the capitalisation rates have been considered to have no material impact

on the carrying value of goodwill.

5.3. Trade and Other Receivables

Accounting Policy

Trade receivables are amounts due from residents and various government agencies in the ordinary course

of business. Trade receivables are recognised initially at fair value plus transaction costs and subsequently

measured at amortised cost, less a provision for impairment.

Occupation licence payment receivables are recognised at the point in time that an ORA becomes

unconditional and has either "cooled off" or where the resident is in occupation, and the resident has not yet

made all of the contractual licence payment to the Group.

$’000May 2018May 2017

Net trade and other receivables

Trade receivables 11,678 10,281

Less: Provision for impairment (403)(669)

11,2759,612

Occupation licence payment receivable 19,658 883

Prepayments 1,760 807

Trade and other receivables32,69311,302

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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Movement in the provision for impairment of trade receivables is as follows:

$’000May 2018May 2017

Opening provision for doubtful debts 669 649

Balances recovered(459)(352)

Increase in provision276 537

Bad debts written off(83)(165)

Closing provision for doubtful debts403 669

$’000May 2018May 2017

Past due and impaired receivables

Impaired receivables (by resident departure date)

0 to 3 months299 467

over 3 months104 202

403 669

Past due but not impaired receivables (by resident departure date)

1 to 3 months590765

Over 3 months646678

1,2361,443

Recognition, Measurement and Critical Judgements in Applying Accounting Policies

Collectability of trade receivables is reviewed on an on-going basis. Debts which are known to be

uncollectible are written off to the Consolidated Statement of Comprehensive Income within other

expenses. A provision for doubtful receivables is established where there is objective evidence that the

Group will not be able to collect all amounts due according to the original terms of the receivables. In making

this judgement, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy

or financial reorganisation and default or delinquency in payments are considered indicators that the trade

receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount

and the present value of estimated future cash flows, discounted at the effective interest rate.

When a trade receivable is uncollectable it is written off against the provision for trade receivables.

Subsequent recoveries of amounts previously written off are credited against other expenses in the

Consolidated Statement of Comprehensive Income.

There is no significant concentration of credit risk as trade receivables relate to individual residents and

government agencies.

5.4. Trade and Other Payables

Accounting Policy

Trade and other payables represent liabilities for goods and services provided to the Group prior to the

end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days

of recognition.

Trade payables are recognised initially at fair value less transaction costs and subsequently measured at

amortised cost using the effective interest method.

Sundry payables include $0.1m (2017: $0.1m) relating to cash held on behalf of residents and $7.0m in

relation to the purchase of land (2017: nil) per note 3.1.

Settlement payments in respect of unconditional land purchases were made post 31 May 2018 per notes

3.1 and 5.9.

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5.4. Trade and Other Payables (Continued)

Wages and Salaries, Annual Leave and Long Service Leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave are recognised in other

payables in respect of employees' services up to the reporting date and are measured at the amounts

expected to be paid when the liabilities are settled.

The liability for employee entitlements is carried at the present value of the estimated future cash flow.

The liability for long service leave is recognised in the provision for employee benefits and measured as the

present value of expected future payments to be made in respect of services provided by employees up to

the reporting date. Consideration is given to expected future wage and salary levels, experience of

employee departures and periods of service.

$’000May 2018May 2017

Trade payables 3,770 3,518

Sundry payables and accruals 12,079 11,272

Payables in respect of unconditional land purchases7,156-

Accrued interest on external borrowings and derivatives 41 35

Employee entitlements 14,546 12,655

Trade and other payables 37,592 27,480

5.5. Related Party Transactions

Parent and Subsidiary Entities

The Group‘s parent entity is Oceania Healthcare Holdings Limited, owning 57.21% of the Group, and its

ultimate owners are The Trust Company Limited (interest 98.8%) and Ngakuta Trust Company Limited

(interest 1.2%). The below entities are subsidiaries of Oceania Healthcare Limited.

Name of EntityPrincipal Activities20182017Class of Shares

Oceania Group (NZ) Limited Support office functions100%100%Ordinary

Oceania Care Company LimitedOperation of aged care facilities100%100%Ordinary

Oceania Village Company

Limited

Ownership and operation of

retirement villages100%100%Ordinary

OCA Employees Trustee LimitedHold LTIP shares on behalf of

employees100%100%Ordinary

All subsidiaries are incorporated in New Zealand and have a balance date of 31 May. There are no significant

restrictions on subsidiaries.

Key Management Personnel Compensation

Key management personnel are all executives with the authority for the strategic direction and management

of the Group.

$’000May 2018May 2017

Directors’ remuneration and expenses 622 370

Salaries and other short term employee benefits 2,022 3,282

Dividends 71 -

Termination benefits - -

2,715 3,652

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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Transactions with Related Parties

The following transactions occurred with related parties:

$’000 NotesMay 2018May 2017

Transactions with shareholders

Shares issued to Oceania Healthcare Holdings Limited

4.1

- 14,398

During the comparative period the Directors of Oceania Healthcare Limited implemented the 2017 share plan

(refer note 4.3).

There are no outstanding balances with related parties (2017: nil).

5.6. Financial Risk Management

The Group's activities expose it to a variety of financial risks: market risks (including cash flow interest rate

risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the

unpredictability of financial markets and seeks to minimise potential adverse effects on the financial

performance of the Group. The Group uses derivative financial instruments such as interest rate swap

contracts to hedge certain interest rate risk exposures. Derivatives are exclusively used for hedging

purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to measure

different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest

rates to determine market risk and aging analysis for credit risk.

Risk management is carried out centrally by management under policies approved by the Board of

Directors. The Board provides written principles for overall risk management, as well as policies covering

specific areas, such as interest rate risk, credit risk, use of derivative financial instruments and non-derivative

financial instruments.

(a) 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.

(b) Cash Flow Interest Rate Risk

The Group has no significant interest-bearing assets, as such the Group's income is substantially independent

of changes in market interest rates.

The Group's interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose

the Group to cash flow interest rate risk. The cash flow and interest rate risks are monitored by the Board on

a monthly basis. The Board monitors the existing interest rate profile with reference to the Group’s Treasury

Policy and the Group’s underlying interest rate exposure. Management present interest rate hedging analysis

and strategies to the Board for consideration and seek Board approval prior to entering into any interest

rate swaps.

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5.6. Financial Risk Management (Continued)

The following table shows the sensitivity of the Group’s Profit / (Loss) and equity to a movement in interest

rates of +/-1%. This assumes all other variables remain constant.

+1%–1%

$’000Profit / (Loss) Equity Profit / (Loss) Equity

2018

Interest expense(189)(189)189189

Change in fair value of interest rate swaps42 941 (43)(952)

2017

Interest expense(520)(520)520520

Change in fair value of interest rate swaps91,966(35)(1,388)

Interest Rate Swaps

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

interest at all times. It is the Group's policy to manage the cash flow interest rate risk through the use of

interest rate swaps to reduce the impact of changes in interest rates on its floating rate long term debt.

The objective of the interest rate swaps is to protect the Group from the short to medium term impact to

cash flows which arises out of variability in floating interest rates.

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 other expenses in the Consolidated Statement of Comprehensive Income. 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 instruments are recognised in the Consolidated

Statement of Comprehensive Income.

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

obligation to pay interest at fixed rates. At 31 May 2018, the Group had interest rate swap agreements in

place with a total notional principal amount of $100.0m (2017: $100.0m). Of the interest rate swaps in place,

at 31 May 2018, $100.0m (2017: $100.0m) are being used to cover approximately 61% (2017: 111%) 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 rate. Bank loans of the Group currently bear

an average fixed interest rate (including margin and line fees) of 4.1% (2017: 4.1%). The fair value of these

agreements at 31 May 2018 is $0.3m liability. The agreements cover notional amounts for a term of 12 months.

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

Average Contracted

Fixed Interest Rate

Notional Principal

Amount

May 2018

%

May 2017

%

May 2018

$’000

May 2017

$’000

Less than 1 year4.104.10 100,000100,000

Between 1 and 2 years-4.10 -100,000

Between 2 and 3 years-- --

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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(c) Credit Risk

Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks

and financial institutions, as well as credit exposure from trade and other receivables.

In the normal course of business, the Group has no significant concentrations of credit risk. The Group

requires settlement of the ORA before allowing occupation of its villas or apartments. Therefore, the Group

does not face significant credit risk. The values attached to each financial asset in the Consolidated Balance

Sheet represent the maximum credit risk. Except as disclosed in the consolidated financial statements, no

collateral is held with respect to any financial assets. The Group enters into financial instruments with various

counterparties in accordance with established limits as to credit rating and dollar limits and does not require

collateral or other security to support the financial instruments.

Concentrations

Cash and cash equivalents of the Group are deposited with one of the major trading banks.

Non-performance of obligations by the bank is not expected due to the credit rating of the counter party

considered. The Standard and Poors credit rating of the counter party as at 31 May 2018 is AA- (2017: AA-).

The Group’s receivables represent distinct trading relationships with each of the residents. There are no

concentrations of credit risk with residents. The only large receivables relate to the residential care subsidies

which are received in aggregate via the various District Health Boards and Work and Income New Zealand.

Neither of these entities has demonstrated, or is considered, a credit risk.

(d) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the

availability of funding through an adequate amount of committed credit facilities and the ability to close-out

market positions. Due to the dynamic nature of the underlying businesses, the Directors aim at maintaining

flexibility in funding by keeping committed credit lines available.

Cash flow forecasting is regularly performed by management. Management monitors rolling forecasts of the

Group's liquidity requirements to ensure it has sufficient cash to meet operational needs, while maintaining

headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach

borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration

the Group's debt financing plans and covenant compliance.

The table below shows the maturity analysis of the Group's contractual undiscounted cash flows.

$’000

Less than

1 Year

Between

1 and 2 Years

Between

2 and 5 Years

Over

5 Years

2018

Trade and other payables 23,005 - - -

Borrowings 8,969 171,678 2,353 -

Interest rate swaps 315 - - -

Refundable occupation right agreements 358,213 - - -

2017

Trade and other payables14,790 - - -

Borrowings 6,2736,04596,133-

Interest rate swaps159159--

Refundable occupation right agreements282,904 - - -

The refundable occupation right agreements are repayable to the resident on vacation of the unit, apartment,

care suite or on the termination of the occupation right agreement and subsequent resale of the unit,

apartment or care suite. The expected maturity of the refundable occupation right agreements is shown in

note 3.2.

(e) Capital Risk Management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going

concern to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal

capital structure to reduce the cost of capital. The consolidated financial statements are prepared on a going

concern basis.

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5.7. New Accounting Standards

(a) New and amended standards adopted by the Group

In the current year, the Group adopted all mandatory new and amended standards and interpretations.

(b) Standards, amendments and interpretations to existing standards that are not yet effective

and have not been early adopted by the Group

The following relevant standards have not been early adopted by the Group but are to be adopted from

1 June 2018 and 1 June 2019 as appropriate which are the Group’s mandatory adoption dates.

NZ IFRS 9, Financial Instruments (NZ IFRS 9) (effective for the Group from 1 June 2018)

NZ IFRS 9 addresses the classification, measurement and recognition of financial assets and financial

liabilities, the impairment of financial assets and hedge accounting. The Group’s initial assessment did not

highlight any significant impacts on the consolidated financial statements.

In summary:

(i) Classification and measurement – The standard requires financial assets to be classified into two

measurement categories: those measured as at fair value and those measured at amortised cost.

The determination is made at initial recognition. The classification depends on the entity's business

model for managing its financial instruments and the contractual cash flow characteristics of the

instrument. For financial liabilities, the standard retains most of the NZ IAS 39 Financial Instruments:

Recognition and Measurement (NZ IAS 39) requirements. Trade receivables are amounts due from

residents and various government agencies held to collect contractual cash flows in the ordinary

course of business. These balances shall continue to be held at amortised cost less a provision for

impairment.

(ii) Impairment – The standard introduces the expected credit loss model for impairment of

financial assets which replaces the incurred loss model used in NZ IAS 39. Application of the

NZ IFRS 9 impairment model is expected to have minimal impact given the Group’s credit risk

management policies.

(iii) Hedge accounting – The standard amends the rules on hedge accounting to align the accounting

treatment with the risk management practices of the reporting entity. Existing hedge relationships

would appear to qualify as continuing hedge relationships on adoption of the new standard.

NZ IFRS 9 will require several new disclosures with respect to hedge accounting, credit risk and expected

credit losses. The Group is currently working through the disclosure requirements which shall be required for

the 30 November 2018 and 31 May 2019 consolidated financial statements onwards.

NZ IFRS 15, Revenue from contracts with customers (NZ IFRS 15) (effective for the Group from

1 June 2018)

NZ IFRS 15 addresses recognition of revenue from contracts with customers. It replaces the current revenue

recognition guidance in NZ IAS 18 Revenue and NZ IAS 11 Construction Contracts and is applicable to all

entities with revenue.

The standard is based on the principle that revenue is recognised when control of a good and service

transfers to a customer and establishes principles for reporting the nature, amount, timing and uncertainty of

revenue and cash flows arising from an entity’s contracts with customers and requires application of a 5-step

process to:

a) Identify the contract with the customer;

b) Identify performance obligations;

c) Determine transaction price;

d) Allocate the transaction price to the performance obligations based on standalone selling prices;

and

e) Recognise revenue when performance obligations are satisfied.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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The Group has reviewed the impact of NZ IFRS 15 and note the following in relation to the main

revenue streams:

(i) Deferred management fees – A contract is in place with all village residents by means of an ORA.

The resident receives the benefit as they occupy the accommodation with a right to share in the use

and enjoyment of common facilities. The deferred management fee is recognised on a straight-line

basis over the greater of the term specified in a resident’s ORA or the average expected occupancy

for the relevant accommodation.

(ii) Rest home, hospital and dementia fees – A contract is in place with all care residents by means of an

admission agreement. The resident receives the benefit as the daily care is administered and each

resident incurs an agreed upon contracted daily care fee. Rest home, hospital and dementia service

fees are recognised in the accounting period in which the services are rendered and are specifically

linked to the day the service is delivered.

(iii) Village service fees – Village service fees are charged to residents to recover village operating costs.

A contract is in place with all village residents by means of an ORA. The resident receives the benefit

as they occupy the accommodation and have a contracted agreed weekly fee. Village service fees

are recognised in the accounting period in which the services are rendered and are specifically

linked to the service delivered.

(iv) Rental income – Contracts are in place with all rental residents in the form of rental agreements

which detail the relevant weekly / monthly rental fee. The resident receives the benefit as they

occupy the accommodation.

The Group’s initial assessment of NZ IFRS 15 is that the Group will continue to recognise management fees

on a straight-line basis and each of care fees, village service fees and rental income in line with the date that

the service is rendered. The above represent the main revenue streams of the Group. It is noted that the

level of disclosure in relation to revenue will increase because of the adoption of NZ IFRS 15. The Group is

currently working through the disclosure requirements which shall be required for the 30 November 2018

and 31 May 2019 consolidated financial statements onwards.

NZ IFRS 16, Leases (effective for the Group from 1 June 2019)

NZ IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases.

The objective of the standard is to ensure that lessees and lessors provide relevant information in a manner

that faithfully represents those transactions.

The standard requires a lessee to recognise a lease liability on the balance sheet reflecting the future lease

payments and a right-of-use asset for all lease contracts except those which are of low value or short term.

This standard will affect primarily the accounting of the Group’s operating leases. As at 31 May 2018 the

Group had non-cancellable operating lease commitments of $14.6m (refer note 5.8). Many of the Group’s

leases relate to leases of low value assets however the Group currently leases three care facility sites and the

impact of recognising these properties on balance sheet will be material to the Group.

The Group is currently reviewing the impact of NZ IFRS 16. To date, work has focused on the identification

and understanding of the provisions of the standard which will most impact the Group, establishing the

population of lease contracts which will extend beyond 1 June 2019, discount rate determination and the

review of system requirements. A lease management system has been selected and the Group is currently

in the process of loading lease information.

Some of the operating leases currently held expire prior to the implementation of the standard. As such

the Group has not finalised its quantification of the effect of the new standard, however the following impacts

are expected:

a) The straight-line operating lease expense will be replaced with a depreciation charge for the right

of use assets and interest expense on lease liabilities;

b) The repayment of the principal portion of all lease liabilities will be classified as financing activities;

and

c) The Consolidated Balance Sheet will be impacted by the recognition of right to use assets and

corresponding lease liabilities.

The adoption of NZ IFRS 16 will have no cash effect to the Group and the change is for financial reporting

purposes only. NZ IFRS 16 is expected to be the most significant of the new standards in terms of impact to

the Group and therefore the Group has chosen to not early adopt the standard to allow further time to fully

understand the impact and determine which transition approach to apply.

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5.8. Contingencies and Commitments

(a) Contingencies

As at 31 May 2018, the Group had no contingent liabilities or assets (2017: nil).

(b) Capital Commitments

At 31 May 2018, the Group has a number of commitments to develop and construct certain facilities totalling

$104.6m (2017: $41.6m) of which $104.1m (2017: $39.5m) relates to development sites.

At 31 May 2018, the Group is committed to acquiring a number of small parcels of land totalling $14.3m.

(c) Lease Commitments

Finance Leases

Leases where the Group has substantially all the risk and rewards of ownership are classified as finance

leases. Finance leases are capitalised at the lease’s commencement at the lower of the fair value of the leased

property and the present value of the minimum lease payments. See note 4.4.

Lease of Investment Property

On 28 October 2015, subsidiaries of the Group entered into an agreement with a third party to develop

Everil Orr, an existing leasehold care site. The site will continue to operate as a leasehold care site and the

Group will also perform village operations. Stage one of the village development was completed in February

2018 and a right to use asset recorded. See note 3.1 for further details. A commitment of $17.7m in relation to

Stage One of the development in the form of future lease payments exists.

Operating Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are

classified as operating leases. Payments made under operating leases (net of any incentives received from

the lessor) are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over

the period of the lease.

Commitments in relation to operating leases are payable as follows:

$’000May 2018May 2017

Within one year1,5931,535

Later than one year but not later than five years4,6773,809

Later than five years8,3398,577

14,60913,921

The above mainly relates to land and buildings leased for the purpose of operating healthcare facilities for

the elderly. The leases vary from 5 year to 30 year terms. Lease rentals are subject to annual increases based

on Consumer Price Index ("CPI") movements.

(d) Repairs and Maintenance

There are no significant unrecognised contractual obligations entered into for future repairs and maintenance

at balance date.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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5.9. Events After Balance Date

Land Purchases

In June and July 2018, full and final settlement totalling $7.0m was made in respect of three parcels of land

which were subject to unconditional agreements as at 31 May 2018 as per note 3.1.

During June 2018 unconditional agreements were entered into for the purchase of a further five parcels of

land adjacent to three existing facilities totalling $14.3m. Final settlements are forecast to take place between

July and October 2018.

Held for Sale Assets

A conditional Sale and Purchase Agreement was entered into with a third party in July 2018 in respect

of the sale of the five facilities which were held for sale as at 31 May 2018 as per note 3.3.

Debt Financing

On 6 July 2018 an agreement was entered into with the banking syndicate to increase total debt facility limits

from $235m to $350m as follows:

(i) General Corporate Facility limit increased to $135m (formerly $60m); and

(ii) Development Facility limit increased to $215m (formerly $175m).

In addition to the above, the maturity of borrowings was extended to 31 July 2023.

Dividends

On 26 July 2018 a full year dividend of 2.6 cents per share (not imputed) was declared and will be paid on

20 August 2018. The record date for entitlement is 13 August 2018.

There have been no other significant events after balance date.

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5.10. Comparison to Prospective Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

$’000

Actual

May 2018

Prospective

May 2018

Operating revenue180,047175,318

Change in fair value of investment property68,32040,419

Other income3,995-

Total income252,362215,737

Employee benefits113,306103,260

Depreciation and amortisation8,8358,689

Finance costs2,9442,140

(Reversal of impairment) / impairment of property, plant and equipment(1,142)-

Other expenses52,54343,590

Total expenses176,486157,679

Profit before income tax75,87658,058

Income tax benefit / (expense)1,096(4,965)

Profit for the year76,97253,093

Other comprehensive income4,755(433)

Total comprehensive income for the period81,72752,660

Commentary

Income was $36.6m ahead of the IPO forecast for the year ended 31 May 2018 due to a larger increase in the

fair value of investment property ("IP") than forecast ($28.0m). This was due to higher ingoing prices achieved

than forecast. Operating revenue (including other income) of $184.0m was $8.7m higher than forecast (for

presentation purposes other income was aggregated with operating revenue for the IPO forecasts).

The IPO forecast assumed a net nil impact on profit from the settlement of the "equal pay" negotiations as

both the timing and quantum of the impact on income and expenses was uncertain. As the settlement took

effect from 1 July 2017, the actual income in 2018 reflects a full year of the increase in income associated with

the settlement.

Expenses were $18.8m above the IPO forecast due to the increase in Healthcare Assistant wages from the

"equal pay settlement" and the rental expense associated with the right to use IP (reflected in other

expenses).

As outlined above the effects of the "equal pay settlement" were not explicitly included in the forecast

expenses in the IPO forecast.

Tax expense was $6.1m below the IPO forecast due to reductions in the deferred tax liabilities relating

to both IP and property, plant and equipment ("PPE"). This was forecast to increase in the IPO forecast.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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Consolidated Balance Sheet

$’000

Actual

May 2018

Prospective

May 2018

Assets

Cash and cash equivalents18,2883,764

Trade and other receivables32,69311,840

Assets held for sale19,653-

Property, plant and equipment303,561 234,360

Investment property755,561 763,139

Intangible assets17,398 17,128

Total assets1,147,154 1,030,231

Liabilities

Trade and other payables37,592 23,936

Derivative financial instruments283-

Deferred management fee21,923-

Refundable occupation right agreements358,213373,720

Borrowings168,711 130,849

Deferred tax liability23,335 28,564

Total liabilities610,057 557,069

Net assets537,097473,162

Equity

Contributed equity579,498 587,030

Retained deficit(127,899) (182,499)

Reserves85,498 68,631

Total equity537,097 473,162

Commentary

Cash was $14.5m above the IPO forecast due to the timing of the repayment of the development debt facility

from sales of new units and care suites (being the 20th of the following month) rather than contemporaneously,

as modelled in the IPO forecast. Trade and other receivables was $21.0m above the IPO forecast as sales

receipts for new ORAs were also modelled to occur on the ORAs becoming unconditional in the IPO forecast.

The impact of this was $17.2m.

For the purposes of the modelling of the fair value of PPE and IP for the IPO forecast, all PPE under

development was aggregated with IP under development. Consequently the variation to the IPO forecast for

the PPE and IP balances is most appropriately considered collectively i.e. $1,059.1m (actual) compared to

$997.5m (forecast). As outlined above the variance principally relates to the acquisition of new land and the

revaluation of IP. The IPO forecast did not envisage any assets held for sale.

Actual trade payables as at 31 May 2018 were higher than the IPO forecast as the actual balance includes the

residual amounts required to settle land purchases that were not factored into the IPO forecast.

The IPO forecast also aggregated the deferred management fee and refundable occupation right

agreements consistent with the presentation of the 31 May 2016 consolidated financial statements. On a

consolidated basis the actual balance as at 31 May 2018 of $380.1m is in line with that forecast of $373.7m.

Borrowings of $168.7m was higher than the IPO forecast ($130.8m) principally due to the acquisitions of new

land made during the 2018 financial year that were not contemplated in the IPO forecast.

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5.10. Comparison to Prospective Financial Statements (Continued)

Consolidated Statement of Changes in Equity

$’000

Contributed

Equity

Retained

DeficitReserve

Total

Equity

Assets

Balance at 31 May 2017 579,498 (195,966) 84,421 467,953

Profit for the year-76,972-76,972

Other comprehensive income

Revaluation of interest rate swaps-7979

Revaluation of assets net of tax - -4,6764,676

Transfer of revaluation reserve for assets

held for sale-3,678(3,678)-

- 80,6501,07781,727

Dividends paid - (12,732) - (12,732)

Employee share scheme-149-149

-(12,583)-(12,583)

Balance at 31 May 2018579,498 (127,899)85,498537,097

Prospective Forecast

Balance at 31 May 2017 579,894 (215,711) 69,064 433,247

Profit for the year - 53,093 (433) 52,660

Other comprehensive income

Revaluation of interest rate swaps----

Revaluation of assets net of tax----

- 53,093 (433) 52,660

Dividends paid-(12,745)-(12,745)

-(12,745)-(12,745)

Balance at 31 May 2018 579,894 (175,363) 68,631 473,162

Commentary

Equity was $63.9m above the IPO forecast (2017: $34.7m above the IPO forecast) due to the higher Net Profit

After Tax achieved in both 2018 and 2017 and revaluation of PPE in 2017.

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 May 2018

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Consolidated Cash Flow Statement

$’000

Actual

May 2018

Prospective

May 2018

Cash flows from operating activities

Receipts from residents for membership fees, village and care fees 161,786 156,758

Payments to suppliers and employees(155,229) (146,181)

Receipts from new occupation right agreements 113,517 120,669

Payments for outgoing occupation right agreements(35,421) (32,634)

Interest received16546

Interest paid(2,588)(6,096)

Net cash inflow from operating activities82,23092,562

Cash flows from investing activities

Proceeds from sale of property, plant and equipment and investment property170-

Payments for property, plant and equipment and intangible assets(33,389)-

Payments for investment property and investment property under development(98,172)(107,552)

Net cash outflow from investing activities(131,391)(107,552)

Cash flows from financing activities

Proceeds from borrowings119,78892,319

Repayment of borrowings(50,468) (65,177)

Transaction costs--

Dividend paid(12,732)(12,745)

Proceeds from share issue--

Net cash inflow from financing activities56,58814,397

Net increase in cash and cash equivalents 7,427 (593)

Cash and cash equivalents at beginning of the period 10,861 4,357

Cash and cash equivalents at end of the period 18,288 3,764

Commentary

Operating cashflow was below the IPO forecast due to higher payments to suppliers and lower net receipts

from ORAs. Interest paid was lower as development related interest was modelled as "cash-paid" in the IPO

forecast whereas in practice this is capitalised to the projects and repaid on sale of the units and beds.

As outlined above payments for PPE and IP were estimated in aggregate for the purposes of the IPO

forecast. The combined variance of $23.8m in net cash flow from investing activities is due to the effect

of the aforementioned land acquisitions and a variance in development capital expenditure which

was modelled on a "straight line" basis for the IPO forecast with expenditure apportioned equally

over the construction period.

The net cash flow from financing activities differs from the IPO forecast due to the land acquisitions made

and the variance in the actual timing of the repayment of development debt compared to the way this was

modelled for the IPO forecast.

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Independent Auditor's Report

To the shareholders of Oceania Healthcare Limited

PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of Oceania Healthcare Limited

The consolidated financial statements comprise:

•the consolidated balance sheet as at 31 May 2018;

•the consolidated statement of comprehensive income for the year then ended;

•the consolidated statement of changes in equity for the year then ended;

•the consolidated cash flow statement for the year then ended; and

•the notes to the consolidated financial statements, which include significant accounting policies.


Our opinion

In our opinion, the consolidated financial statements of Oceania Healthcare Limited (the Company),

including its subsidiaries (the Group), present fairly, in all material respects, the financial position of

the Group as at 31 May 2018, its financial performance and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial

statements section of our report.

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

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other assurance services for the Group in the areas of trustee reporting and

compliance with debt covenants. The provision of these other services has not impaired our

independence as auditor of the Group.

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Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the consolidated

financial statements are free from material misstatement.

Overall Group materiality: $1.8 million, which represents approximately 1% of

operating revenue.

We chose operating revenue as the benchmark because, in our view, it is a key

financial metric used in assessing the performance of the Group and is not as

volatile as other profit or loss measures.

We have determined that there are three key audit matters:

•Valuation of investment property

•Valuation of freehold land and buildings

•Deferred tax on investment property

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. As in all of our audits, we also addressed the risk of

management override of internal controls including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the consolidated financial statements as a whole, taking into account the structure of the

Group, the accounting processes and controls, and the industry in which the Group operates.

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, and we do not provide a separate opinion on these matters.

Independent Auditor’s Report (Continued)
To the shareholders of Oceania Healthcare Limited

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Key audit matter How our audit addressed the key audit matter

Valuation of investment property

As disclosed in note 3.1 of the consolidated

financial statements, the Group’s

investment property portfolio at $756

million represents the largest asset as at

31 May 2018.

The fair value of investment property is

calculated every six months by CBRE

Limited (the Valuer), an independent

registered valuer.

Investment property is recorded in the

consolidated financial statements at the

value determined by the Valuer as at

30 April 2018, adjusted by management

for the impact of any sale, resale and

repurchase of Occupation Right

Agreements (ORA) between the date

of the valuation and 31 May 2018.

For each investment property, assumptions

and estimates are made in respect of:

•discount rate;

•property price growth rate; and

•stabilised occupancy periods.

The valuation is also adjusted for

refundable occupation licence payments,

residents’ share of resale gains and

management fees receivable which are

recognised separately on the consolidated

balance sheet and also reflected in the

Valuer’s cash flow model.

The valuation of the Group’s property

portfolio is inherently subjective. The

existence of significant estimation

uncertainty, coupled with the fact that

only a small percentage difference in

assumptions on individual properties,

when aggregated, could result in material

differences, is why we have given specific

audit focus and attention to this area.

Our audit procedures included the following:

External valuations

We read the valuation report and discussed the report

with the Valuer. We assessed the valuation approach

for the right to use and investment property assets

(together referred to as investment property or

properties in this section) with reference to the relevant

accounting standards.

From our discussions with management and the

Valuer, and from our review of the valuation report,

assumptions (including the discount rate, property

price growth rate and stabilised occupancy periods)

were made to reflect each property’s individual

characteristics, it s overall quality, geographic location

and desirability as a whole.

On a sample basis, we tested whether property specific

information supplied to the Valuer by the Group

reflected the underlying property records held by

the Group.

Assumptions and estimates

Our work over the assumptions focused on the largest

properties in the portfolio and those properties where

the assumptions (including the discount rate, property

price growth rate and stabilised occupancy periods) used

and/or year-on-year fair value movement suggested a

possible outlier compared to the rest of the portfolio

and the market data for the sector.

We engaged our in-house valuation expert to challenge

the work performed by the Valuer and assess the

reasonableness of the assumptions used based on his

knowledge gained from reviewing valuations

of similar

properties, known transactions and available market

data.

Valuation estimates

Because of the subjectivity involved in determining

valuations for individual properties and the existence of

alternative assumptions and valuation methods, there is

a range of values which can be considered reasonable

when evaluating the independent property valuations

used by the Group. If we identify an error in a property

valuation or determine that the valuation is outside of a

reasonable range, we evaluate the error or difference to

determine if there is a material misstatement i n the

consolidated financial statements.

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Key audit matter How our audit addressed the key audit matter

Valuation adjustments

We tested, on a sample basis, the transactions

representing the adjustments made to the valuations as

at 30 April 2018 as determined by the Valuer for the

impact of sales, resales and repurchases of ORAs

between the date of the valuation and 31 May 2018.

We checked that the adjustments to the valuation for

refundable occupation licence payments, residents share

of resale gains and management fees receivable

reconciled to the corresponding amounts recognised

separately on the consolidated balance sheet. We also

considered whether there were any events subsequent

to the date of the Valuer’s report which may have

caused the valuations of investment properties to be

materially different to those determined by the Valuer.

Independent Auditor’s Report (Continued)
To the shareholders of Oceania Healthcare Limited

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Key audit matter How our audit addressed the key audit matter

Valuation of freehold land and

buildings

As disclosed in note 3.3 of the consolidated

financial statements, the Group’s freehold

land and buildings were valued at $245

million as at 31 May 2018.

The valuations of individual properties are

carried out by an independent registered

valuer, CBRE Limited (the Valuer), every

two years unless there is sustained market

evidence of a significant change in fair

value. An independent valuation was

conducted by CBRE Limited at 31 May

2017 and the Directors have determined

that there has been no material valuation

movement in the period to 31 May 2018

with respect to freehold land and buildings,

with the exception of the newly completed

care suites at the Meadowbank facility.

Apart from the newly completed care suites

at the Meadowbank facility, no external

valuation has been sought in relation to the

31 May 2018 balance date.

In arriving at fair value of freehold land

and buildings as at 31 May 2018, the 31

May 2017 carrying amounts have been

adjusted for the cost of any additions or

work in progress incurred, less any

disposals and depreciation recognised

since 1 June 2017.

Due to the significant judgement exercised

by the Directors in determining that the

carrying values of freehold land and

buildings do not differ materially from

their fair values as at 31 May 2017 and that

no independent valuation was required in

the current year apart from the newly

completed care suites at the Meadowbank

facility, we have given specific audit focus

and attention to this area.

Our audit procedures focused on the appropriateness of

the Directors’ assessment that the carrying values of

freehold land and buildings as at 31 May 2018 were

materially consistent with their fair values.

We evaluated, together with our in-house valuation

expert, the analysis prepared by management in

supporting their assessment of whether there have been

any significant changes to the assumptions used in the

last external valuation as 31 May 2017 that would lead to

the carrying values of freehold land and buildings as at

31 May 2018 being materially different to their fair

values.

We tested, on a sample basis, the validity of additions to

freehold land and buildings and the reasonableness of

depreciation charged since the date of the last external

valuation. Apart from the movement caused by

additions and depreciation, we reviewed management’s

assessment of the relevant assumptions, supporting that

the carrying values of freehold land and buildings

materially represented their fair value as at 31 May

2018.

For freehold land and buildings comprising the newly

completed care suites at the Meadowbank facility, the

Valuer has carried out a valuation in the current year.

We considered management’s assessment that there

were no changes in the assumptions that would cause

the value as

at 31 May 2018 to materially differ from the

30 April 2018 adopted value as determined by the

Valuer. Our audit procedures and conclusions in relation

to the current year valuations performed by the Valuer

are set out in the preceding key audit matter.

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PwC

6

Key audit matter How our audit addressed the key audit matter

Deferred tax on investment property

As disclosed in note 5.1 of the consolidated

financial statements, the Group assesses

deferred tax on investment property on the

basis that the asset value will be realised

through use (‘Held for Use’).

In applying the Held for Use methodology,

the Group makes three key assumptions

which involve significant judgement:

1.Determining the amount of taxabl

e

cash flows;

2.Timing of taxable cash flows, being at

the end of the Occupation Right

Agreement (ORA) period; and

3.Apportionment of investment property

between land and buildings.

Due to the significant judgement exercised

by the Group in making and applying these

assumptions to determine the deferred tax

on investment property, we have given

specific audit focus and attention to this

area.

Assumptions

With respect to the assumptions used in the

calculation of deferred tax, we engaged our in-house

tax specialist and valuation expert to challenge the

work performed and assess the reasonableness of the

assumptions based on their knowledge of the tax

legislation and other accepted approaches in the

industry.

1. Determining the amount of taxable cash

flows

We agreed the amount of taxable cash flows of

investment property from the Valuer’s report, which is

based on materially the same assumptions and

estimates used in the valuation of investment propert

y

described above.

2. Timing of taxable cash flows

We tested a sample of ORAs to confirm that the

Deferred Management Fees (DMF) are contractually

earned at the end of the ORA period.

3. Apportionment of investment property

For a sample of properties, we agreed the council

rateable valuations to the council website and

recalculated the apportionment between land and

buildings.

Information other than the consolidated financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial

statements does not cover the other information included in the annual report and we do not, express

any form of assurance conclusion on the other information.

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 in the audit, or otherwise

appears to be materially misstated. If, based on the work we have performed on the other information

that we obtained prior to the date of this auditor’s report, 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.

Independent Auditor's Report (Continued)
To the shareholders of Oceania Healthcare Limited

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Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated 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 to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated 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 ISAs NZ and ISAs 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 our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-

report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which 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.

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

For and on behalf of:

Chartered Accountants

26 July 2018

Auckland

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Corporate Governance

Oceania is committed to maintaining the highest standards of governance by implementing best practice structures

and policies. This Corporate Governance Statement sets out the corporate governance policies, practices and

processes adopted or followed by Oceania (including the guiding principles, authority, responsibilities, membership

and operation of the Board of Directors of Oceania) as at 31 May 2018, and has been approved by the Board.

The best practice principles (and underlying recommendations) which Oceania has had regard to in determining

its governance approach are the principles set out in the NZX Corporate Governance Code 2017 ("NZX Code").

The Board’s view is that Oceania’s corporate governance policies, practices and processes generally follow the

recommendations set by the NZX Code. This Corporate Governance Statement includes disclosure of the extent

to which Oceania has followed each of the recommendations in the NZX Code (or, if applicable, an explanation of

why a recommendation was not followed and any alternative practices followed in lieu of the recommendation).

Oceania also supports the ASX Corporate Governance Council’s Corporate Governance Principles and

Recommendations.

Further information about Oceania’s corporate governance framework (including Oceania’s constitution,

the Board and Board committee charters, and codes and policies referred to in this section) is available to view

at www.oceaniahealthcare.co.nz/investor-centre/governance.

Principle 1 – Code of Ethical Behaviour

Directors should set high standards of ethical behaviour, model this behaviour and hold management

accountable for these standards being followed throughout the organisation.

Code of Values and Conduct and Related Policies

Recommendation 1.1: The Board should document minimum standards of ethical behaviour to which the issuer’s

Directors and employees are expected to adhere (a code of ethics) and comply with the other requirements of

Recommendation 1.1 of the NZX Code.

Oceania expects its Directors, senior managers and employees to maintain the highest standards of honesty,

integrity and ethical conduct in day to day behaviour and decision making. The Board has adopted a Code of Values

and Conduct, a Whistleblowing Policy, a Confidentiality Policy, and a Trading in Company Securities Policy, all of

which are available on Oceania’s website.

The Code of Values and Conduct applies to all Directors, employees, contractors and consultants and outlines

Oceania’s expectations about behaviour (including the specific expectations prescribed in the NZX Code), as well

as the procedure for any breach of the Code. Every new Director, employee, contractor and consultant is required to

read and understand the Code of Values and Conduct as part of the induction process and acknowledge that they

have done so.

Trading in Company Securities Policy

Recommendation 1.2: An issuer should have a financial product dealing policy which applies to employees

and Directors.

The Trading in Company Securities Policy sets out Oceania’s requirements for all Directors and employees in relation

to trading Oceania’s shares. The policy incorporates all trading restraints. Directors and senior managers are

restricted from trading in shares during "black out" periods around the balance date and the half year balance date,

and proposed transactions by Directors or senior managers at any other time require approval. The policy also

provides that no Directors or employees can trade shares if they are in possession of price sensitive information

that is not publicly available.

Corporate Governance Statement

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Principle 2 – Board Composition and Performance

To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience

and perspectives.

The Board is comprised of seven Directors with a mix of qualifications, skills and experience appropriate to Oceania’s

business. The Chair of the Board is elected by the Board each year. The Board schedules a minimum of nine

meetings each year.

Board Charter

Recommendation 2.1: The Board of an issuer should operate under a written charter which sets out the roles and

responsibilities of the Board. The Board charter should clearly distinguish and disclose the respective roles and

responsibilities of the Board and management.

The Board has adopted a formal Board Charter which sets out the respective role, responsibilities, composition and

structure of the Board and senior management, and this is available on Oceania’s website. The Board is responsible

for the strategic direction of Oceania and for supervising the management of the business for the benefit of its

shareholders. Responsibility for the day to day management of Oceania has been delegated to the Chief Executive

Officer and the Senior Management Team. The General Counsel & Company Secretary provides company secretarial

services to the Board. The General Counsel & Company Secretary is accountable to the Board through the Chair.

Nomination and Appointment of Directors

Recommendation 2.2 and 2.3: Every issuer should have a procedure for the nomination and appointment of

Directors to the Board. An issuer should enter into written agreements with each newly appointed Director establishing

the terms of their appointment.

The Board is responsible for succession planning. The procedure for the nomination and appointment of Directors is

included in the Board Charter. When considering the appointment of a new Director, the Board will consider the skills

of the existing Board and any gaps and the Board will undertake appropriate checks as to the candidate’s character

and experience. Where Oceania determines that a person is an appropriate candidate, shareholders are notified of

that and are provided with all material information in Oceania’s possession that is relevant to their decision on

whether or not to elect or re-elect a Director. All new Directors enter into a written agreement with Oceania setting

out the terms of their appointment.

Directors

The Board currently comprises seven Directors. All of the Directors are non-executive Directors. The Board has

considered which of its Directors are deemed to be independent for the purposes of the NZX Listing Rules and

has determined that, as at 31 May 2018, four Directors are independent Directors, including the Chair and the Chair

of the Audit Committee. As at the date of this Annual Report, the Directors are:

Elizabeth Coutts

Chair, Independent DirectorAppointed in November 2014

Alan Isaac

Independent DirectorAppointed in October 2015

Kerry Prendergast

Independent DirectorAppointed in December 2016

Sally Evans

Independent DirectorAppointed in March 2018

Patrick McCawe

Non-Executive DirectorAppointed in February 2017

Hugh FitzSimons

Non-Executive DirectorAppointed in October 2012

Gregory Tomlinson

Non-Executive DirectorAppointed in March 2018

Director Particulars

Recommendation 2.4: Every issuer should disclose information about each Director in its Annual Report

or on its website, including a profile of experience, length of service, independence and ownership interests.

A biography of each Director is available on Oceania’s website in accordance with this recommendation.

Corporate Governance Statement (Continued)

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Directors’ Interests in Shares

Directors disclosed the following relevant interests in shares as at 31 May 2018:

DirectorNumber of shares in which a relevant interest is held

Elizabeth Coutts

450,000 shares

Alan Isaac

110,000 shares

Kerry Prendergast

25,000 shares

Patrick McCawe

250,000 shares

349,175,418 shares held by Oceania Healthcare Holdings Limited

1

Hugh FitzSimons

250,000 shares

349,175,418 shares held by Oceania Healthcare Holdings Limited

1

Gregory Tomlinson

3,504,260 shares

Note:

1

Oceania Healthcare Holdings Limited ("OHHL") is the majority shareholder of Oceania. OHHL is majority (98.83%) owned indirectly

by three institutional funds that are managed by specialist management companies within the Macquarie Infrastructure and

Real Assets division of Macquarie Group Limited. The fund investments are held through various sub trusts. The Trust Company Limited,

as custodian, holds OHHL shares on behalf of the sub trusts. As Directors of OHHL, each of Patrick McCawe and Hugh FitzSimons

have the power to control the exercise of the rights attaching to the shares held by OHHL, and the power to control the acquisition

or disposition of such shares.

Diversity

Recommendation 2.5: An issuer should have a written Diversity Policy which includes requirements for the Board

or a relevant committee of the Board to set measurable objectives for achieving diversity (which, at a minimum,

should address gender diversity) and to assess annually both the objectives and the entity’s progress in achieving

them. The issuer should disclose the policy or a summary of it.

Oceania has a Diversity Policy which aims to ensure that Oceania has a focus on diversity throughout the

organisation. This recognises that a diverse work force (including at Board and management levels) contributes

to business growth and performance, helping to drive an inclusive, high performance environment.

The Diversity Policy establishes the following measurable objectives for achieving diversity:

- Facilitating and promoting equal employment opportunities at all levels including assessment of diversity of skills,

experience, values, culture and gender wherever possible from the available candidates.

- Promoting a merit based environment in which employees have the opportunity to develop and perform to their

full potential in alignment with Oceania’s commitment to the ongoing training and wellbeing of its employees.

- Ensuring employees are treated fairly, evaluated objectively and promoted on the basis of their performance.

The Diversity Policy also sets out requirements for the Board to assess its progress in achieving the objectives and

the objectives themselves. The Diversity Policy is available on Oceania’s website.

The Board considers that the Diversity Policy has been successfully implemented across the business with an

excellent balance of gender and ethnicity at Director and officer levels. As at 31 May 2018 (and 31 May 2017 for the

prior comparative period), the gender breakdown of the Directors, officers (as that term is defined in the NZX Listing

Rules) and employees is as follows:

31 May 201831 May 2017

Gender

MaleFemaleMaleFemale

Directors

4332

Officers

6646

Employees

34923903402370

Oceania is developing further internal systems and processes to allow regular and efficient monitoring of

policy objectives.

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Director Training

Recommendation 2.6: Directors should undertake appropriate training to remain current on how to best perform

their duties as Directors of an issuer.

The Board ensures that there is appropriate training for all Directors enabling them to remain current on how to best

discharge their responsibilities and keep abreast of changes and trends in economic, political, social, financial and

legal climates and governance practices. The Board also ensures that new Directors are appropriately introduced to

management and the business, that all Directors are acquainted with relevant industry knowledge and receive copies

of appropriate company documents to enable them to perform their role.

Evaluation of Performance of Directors

Recommendation 2.7: The Board should have a procedure to regularly assess Director, Board and committee

performance.

The Chair of the Board leads an annual performance review and evaluation of the Board as a whole, and of the Board

committees, against the Board Charter including seeking Directors’ views relating to Board and Board committee

process, efficiency and effectiveness, for discussion by the full Board. The Chair of the Board also engages with

individual Directors to evaluate and discuss performance and professional development.

Separation of Board Chair and CEO

Recommendation 2.8: The Chair and the CEO should be different people.

The Board Charter requires the Board Chair to be an independent Director, and not be the same person as the Chief

Executive Officer or the Chair of the Audit Committee.

Principle 3 – Board Committees

The Board should use committees where this will enhance its effectiveness in key areas, while still retaining

Board responsibility.

Overview of Board Committees

The Board has three standing committees to assist in the execution of the Board’s duties, being the Audit Committee,

the Remuneration Committee and the Clinical and Health and Safety Committee.

Recommendation 3.5: All committees should operate under written charters. An issuer should identify the members

of each of its committees, and periodically report member attendance.

Each committee operates under a charter which is available on Oceania’s website. Committee members are

appointed from members of the Board and membership is reviewed on an annual basis. Any recommendations

made by committees are submitted to the full Board as recommendations for Board decision.

Attendance at Board and Committee Meetings for the Year Ended 31 May 2018

Board

AuditRemuneration

Clinical and

Health and Safety


EligibleAttendedEligibleAttendedEligibleAttendedEligibleAttended

Elizabeth Coutts

1010663333

Alan Isaac

10106633

Kerry Prendergast

10

933

Sally Evans

1100

Patrick McCawe

108

Hugh FitzSimons

1010653333

Gregory Tomlinson

11

Outside of the scheduled Board and committee meetings described above, the Board or a committee held an

additional nine formal meetings in person or by way of conference calls during the year.

Corporate Governance Statement (Continued)

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Audit Committee

Recommendation 3.1: An issuer’s Audit Committee should operate under a written charter. Membership on the

Audit Committee should be majority independent and comprise solely of non-executive Directors of the issuer.

The chair of the Audit Committee should not also be the Chair of the Board.

The Audit Committee comprises Alan Isaac (Chair), Elizabeth Coutts and Hugh FitzSimons and met six times

during the year. The Audit Committee assists the Board in providing oversight of all matters relating to financial

management and controls, financial accounting, audit and the external reporting requirements of Oceania

and its subsidiary companies. The Audit Committee operates under the Audit Committee Charter, which is

reviewed annually.

Recommendation 3.2: Employees should only attend Audit Committee meetings at the invitation of the

Audit Committee.

The Chief Executive Officer, Chief Financial Officer, Financial Controller and General Counsel & Company Secretary

attend Audit Committee meetings at the invitation of the Audit Committee. Oceania’s external auditor attends

meetings as deemed necessary by the Audit Committee. The Audit Committee also meets and receives regular

reports from the external auditor without management present, concerning any matters that arise in connection

with the performance of its role.

Remuneration Committee

Recommendation 3.3: An issuer should have a Remuneration Committee which operates under a written charter

(unless this is carried out by the whole Board). At least a majority of the Remuneration Committee should be

independent Directors. Management should only attend Remuneration Committee meetings at the invitation of

the Remuneration Committee.

As at 31 May 2018, the Remuneration Committee comprised Hugh FitzSimons (Chair), Elizabeth Coutts and

Alan Isaac and met three times during the year. With effect from 1 July 2018, Hugh FitzSimons resigned from

the Remuneration Committee, and Sally Evans was appointed as Chair. The Remuneration Committee assists the

Board in the discharge of its responsibilities and oversight relative to the remuneration and performance of the

Chief Executive Officer and the Senior Management Team, remuneration of Directors and human resources

policy and strategy. The Remuneration Committee operates under the Remuneration Committee Charter, which

is reviewed annually.

Management only attend Remuneration Committee meetings at the invitation of the Remuneration Committee.

Nomination Committee

Recommendation 3.4: An issuer should establish a Nomination Committee to recommend Director appointments

to the Board (unless this is carried out by the whole Board), which should operate under a written charter. At least

a majority of the Nomination Committee should be independent Directors.

The Board has decided not to have a separate Nomination Committee as Director appointments are considered

by the Board as a whole. The procedure for the nomination and appointment of Directors is included in the Board

Charter, and summarised in Principle 2 above (under the heading Nomination and Appointment of Directors).

Clinical and Health and Safety Committee

Recommendation 3.5: An issuer should consider whether it is appropriate to have any other Board committees

as standing Board committees.

The Clinical and Health and Safety Committee comprises Kerry Prendergast (Chair), Elizabeth Coutts,

Hugh FitzSimons (until 22 March 2018) and Sally Evans (from 23 March 2018) and met three times during the year.

The Clinical and Health and Safety Committee reviews clinical risks, health and safety policy and risks arising from

Oceania’s physical operations, and any other matters that may affect Oceania’s reputation outside of the financial

risks that are specifically addressed within the Audit Committee. The Clinical and Health and Safety Committee

operates under the Clinical and Health and Safety Committee Charter, which is reviewed annually.

The Chief Executive Officer, the General Manager Nursing and Risk, the General Manager Health and Safety and the

General Counsel & Company Secretary attend these meetings.

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Takeover Protocols

Recommendation 3.6: The Board should establish appropriate protocols that set out the procedure to be followed

if there is a takeover offer for the issuer (amongst other matters).

As at 31 May 2018, Oceania is in the process of developing a Takeover Response Policy to apply in the event that

Oceania receives an unsolicited offer or an unsolicited approach by a potential acquirer for a control stake in

Oceania. It is expected that this will be adopted in the next financial year.

Principle 4 – Reporting and Disclosure

The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance

of corporate disclosures.

The Board is committed to providing timely, orderly, consistent, accurate and credible information to the market to

promote investor confidence.

Continuous Disclosure

Recommendation 4.1: An issuer’s Board should have a written Continuous Disclosure Policy.

All information received by Oceania is considered in the context of Oceania’s obligations as a listed company with

regard to continuous disclosure of material information. At each Board meeting, the Board considers whether there

is material information that is required to be disclosed to the market. Oceania has established a Market Disclosure

Policy to ensure compliance with the continuous disclosure requirements of the NZX Listing Rules and the ASX

Listing Rules. The Market Disclosure Policy is available on Oceania’s website.

Charters and Policies

Recommendation 4.2: An issuer should make its code of ethics, Board and committee charters and the policies

recommended in the NZX Code, together with any other key governance documents, available on its website.

Information about Oceania’s corporate governance framework (including the Code of Values and Conduct, Board

and Board committee charters, and other key governance codes and policies) are available to view on Oceania’s

website at www.oceaniahealthcare.co.nz/investor-centre/governance.

Financial Reporting

Recommendation 4.3: Financial reporting should be balanced, clear and objective.

The Audit Committee oversees the quality and integrity of external financial reporting including the accuracy,

completeness and timeliness of financial statements, and ensuring that financial reporting is balanced, clear and

objective. It reviews annual and half year financial statements and makes recommendations to the Board concerning

the application of accounting policies and practice, areas of judgement, compliance with accounting standards,

stock exchange and legal requirements, and the results of the external audit.

Management accountability for Oceania’s financial reporting is reinforced by the written certification from the Chief

Executive Officer and Chief Financial Officer that, in their opinion, financial records have been properly maintained

and that the financial statements comply with the appropriate accounting standards and give a true and fair view of

the financial position and performance of Oceania. Such representations are given on the basis of a sound system

of risk management and internal control which is operating effectively in all material respects in relation to financial

reporting risk.

Non-Financial Reporting – Sustainability

Recommendation 4.3: An issuer should provide non-financial disclosure at least annually, including considering

material exposure to environmental, economic and social sustainability risks and other key risks. It should explain

how it plans to manage those risks and how operational or non-financial targets are measured.

The Board and management consider the sustainability of Oceania’s buildings, particularly for new developments.

New buildings include more insulation than is required, double glazing, water efficiency fittings, the use of energy

efficient lighting and energy star rated appliances. Oceania has designed new developments (including

Meadowbank Stages 3, 4 and 5, The Sands, The BayView, Green Gables and Windermere) in order to meet

the 6 Homestar Built certification standards.

As at 31 May 2018, Oceania does not have a formal environmental, social and governance reporting framework,

however Oceania is in the early stages of reporting on non-financial information, and intends to provide additional

disclosure in this area in future reports.


Corporate Governance Statement (Continued)

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Principle 5 – Remuneration

The remuneration of Directors and executives should be transparent, fair and reasonable.

Directors’ Remuneration

Recommendation 5.1: An issuer should recommend Director remuneration to shareholders for approval in

a transparent manner. Actual Director remuneration should be clearly disclosed in the issuer’s Annual Report.

Directors’ remuneration is paid in the form of fees. Additional fees are payable in respect of work carried out

on Board committees.

Where required in the future, the Board will ensure that recommendations to shareholders regarding approval

of Director remuneration is provided in a transparent manner.

Approved Director Remuneration for 2018/2019

PositionFees (per annum)

Board of Directors

Chair

$180,000

Member

$90,000

Audit Committee

Chair

$20,000

Clinical and Health and Safety Committee

Chair

$15,000

Remuneration Committee

Chair

$7,500

No additional fees will apply for Directors as members of Board Committees for the financial year ended 31 May 2019.

The maximum aggregate amount of remuneration payable by Oceania to its Directors for fees and Board committee

responsibilities was fixed at $582,500 per annum in the Product Disclosure Statement dated 31 March 2017.

The appointment of Sally Evans as an independent Director and the appointment of Gregory Tomlinson as a

Non-Executive Director on 23 March 2018 increased the total number of Directors to seven. Under NZX Listing

Rule 3.5.1, the Directors are entitled without the requirement to put an ordinary resolution to shareholders, to

increase the total remuneration pool by such amount as is necessary to enable the issuer to pay the additional

Directors (such remuneration not to exceed the average amount then being paid to each of the other Non-Executive

Directors, excluding the Chair). These Director appointments increased annualised Director fees to $762,500,

inclusive of additional remuneration for committee Chairs, and accordingly the Board deemed the total fee pool

to have increased to $762,500 on 23 March 2018.

Director Remuneration Received in 2017/2018

Director

Board

Fees

Audit

Committee

Remuneration

Committee

Clinical

and Health

and Safety

Committee

Total

remuneration

Elizabeth Coutts (Chair)

$180,000---$180,000

Alan Isaac

$90,000$20,000--$110,000

Kerry Prendergast

$90,000--$15,000$105,000

Sally Evans

1

$17,219---$17,219

Patrick McCawe

$90,000---$90,000

Hugh FitzSimons

$90,000-$7,500-$97,500

Gregory Tomlinson

1

$17,219---$17,219

Notes:

1

Sally Evans and Gregory Tomlinson were appointed to the Board on 23 March 2018 so their total remuneration for the year ended

31 May 2018 does not represent fees for a full year.

The above fees exclude GST and expenses.

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Remuneration Policy

Recommendation 5.2: An issuer should have a Remuneration Policy for remuneration of Directors and officers,

which outlines the relative weightings of remuneration components and relevant performance criteria.

Oceania has adopted a Remuneration Policy which sets out the remuneration principles that apply to all Directors

and senior managers of Oceania to ensure that remuneration practices are fair and appropriate, and that there

is a clear link between remuneration and performance. Oceania is committed to applying fair and equitable

remuneration and reward practices in the workplace, taking into account internal and external relativity, the

commercial environment, the ability to achieve Oceania’s business objectives and the creation of shareholder value.

Under Oceania’s remuneration framework, individual performance and market relativity are key considerations in all

remuneration based decisions, balanced by the organisational context. Remuneration for senior managers includes

a mix of fixed and variable components. A copy of the Remuneration Policy is available on Oceania’s website.

Employees’ Remuneration

Oceania did not employ people directly in the year ended 31 May 2018. All employees are employed by the

subsidiaries of Oceania. The number of employees and former employees of Oceania’s subsidiaries, not being a

Director, who received remuneration and other benefits in excess of $100,000 for the financial year ended 31 May 2018

is set out in the table of remuneration bands below.

The remuneration figures shown in the "Remuneration" column includes all monetary payments actually paid during the

course of the year ended 31 May 2018, which include performance incentive payments for the year ended 31 May 2017.

The table does not include amounts paid after 31 May 2018 that relate to the year ended 31 May 2018.

RemunerationNumber of Employees

$100,000 to $109,999

12

$110,000 to $119,999

9

$120,000 to $129,999

7

$130,000 to $139,999

3

$140,000 to $149,999

7

$150,000 to $159,999

1

$160,000 to $169,999

4

$170,000 to $179,999

2

$180,000 to $189,999

1

$210,000 to $219,999

1

$230,000 to $239,999

1

$270,000 to $279,999

1

$390,000 to $399,999

1

$430,000 to $439,999

2

$590,000 to $599,999

1

Chief Executive Officer Remuneration

Recommendation 5.3: An issuer should disclose the remuneration arrangements in place for the CEO in its Annual

Report. This should include disclosure of the base salary, short term incentives and long term incentives and the

performance criteria used to determine performance based payments.

The remuneration of the Chief Executive Officer ("CEO") for the year ended 31 May 2018 is as follows:

Base

Salary

Other

BenefitsSTISubtotalLTIP

Remuneration

Total

$490,172$27,510$75,938$593,620$36,827$630,447

Corporate Governance Statement (Continued)

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The remuneration of the CEO for the year ended 31 May 2017 (being the prior comparative period) is as follows:

Base

Salary

Other

BenefitsSTISubtotal

Transaction

BonusLTIPSubtotal

Remuneration

Total

$482,071$23,913$232,000$737,984$370,000$47,482$417,482$1,155,466

The remuneration of the CEO comprises of fixed remuneration and performance payments. Fixed remuneration includes

a base salary, the provision of a carpark and a vehicle allowance.

Mr Gasparich received a short term incentive of $75,938 in July 2017. This was based on achievement of financial

performance (EBITDA performance against budget), health and safety performance (injury and reporting rates),

personal goals and a discretionary component for the year ended 31 May 2017.

Mr Gasparich was invited to participate in a long term incentive plan which was established concurrent with the IPO.

As part of this, Earl Gasparich, Celia Gasparich and Carla Pearce as trustees of the Gasparich Family Trust were provided

with an interest free loan of an amount of $550,000 to acquire 696,203 ordinary shares in Oceania. These shares are held

by OCA Employees Trustee Limited on behalf of the participants. Further detail about this Long Term Incentive Plan is

set out below.

In addition, 320,513 ordinary shares were vested in Earl Gasparich, Celia Gasparich and Carla Pearce as trustees of the

Gasparich Family Trust on 9 May 2017 as the IPO target for the first Long Term Incentive Plan that was implemented in

August 2015 was met. An additional 641,026 ordinary shares vested on 28 July 2017, being the business day after release

of the financial statements for the year ended 31 May 2017, as the financial hurdles were met. Further detail about this

Long Term Incentive Plan is set out below.

Senior Managers

Oceania’s senior managers are appointed by the CEO and their key performance indicators ("KPIs") contain specific

financial and other objectives. These KPIs are reviewed annually by the CEO and the Remuneration Committee,

which makes recommendations to the Board for approval. The performance of the senior managers against these

KPIs is evaluated annually.

Short Term Incentive Payments

Short term incentive ("STI") payments are at risk payments designed to motivate and reward for performance,

typically in that financial year. The target value of a STI payment is set as a percentage of the employee’s base salary.

The target areas for all employees who are entitled to a STI payment are set based on financial performance (EBITDA

performance against budget), health and safety performance (injury and reporting rates), personal goals, and there

is also a small discretionary component. The weightings applied to each of the target areas are consistent throughout

Oceania for all employees entitled to a STI payment.

The Board approves the STI payments to be made to senior managers at the end of each financial year, and

approves the senior manager targets for the following financial year.

Long Term Incentive Scheme

2015 LTIP Scheme

Certain Oceania senior managers participate in a Long Term Incentive Plan which was approved by the Board in

August 2015 ("2015 LTIP Scheme"). The senior managers were each provided with an interest free loan by Oceania

which was applied to acquiring shares. The amount of the loan for each senior manager was determined at the

Board’s discretion. As at 31 May 2018, the aggregate value of all outstanding loans made by Oceania to the senior

managers under the 2015 LTIP Scheme was $1,420,001.44.

The Board then approved the issue of, and subsequently issued, 2,730,772 shares under the 2015 LTIP Scheme which

vested to the participants as follows:

- One third of the participants’ shares on the business day after the IPO; and

- The remaining two thirds of the participants’ shares on the business day after release of the financial statements

for the year ended 31 May 2017 (subject to financial hurdles having been met).

The first third of the participants’ shares vested on 9 May 2017, being the business day after the IPO.

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The remaining two thirds of the participants’ shares vested on 28 July 2017, being the business day after release

of the financial statements for the year ended 31 May 2017, as the financial hurdles were met. The shares issued to

Earl Gasparich (through his family trust) and Matthew Ward under the 2015 LTIP Scheme are subject to escrow

arrangements until the first Business Day after the date on which Oceania releases to NZX its preliminary

announcement of its financial results in respect of the financial year ended 31 May 2018.

A participant will only benefit in respect of shares acquired under the 2015 LTIP Scheme if he or she remains

employed by Oceania at the vesting date for the relevant shares.

The loans must be repaid on or before 31 May 2019.

2017 LTIP Scheme

In addition, certain Oceania senior managers were invited to participate in another Long Term Incentive Plan which

was established concurrent with the IPO ("2017 LTIP Scheme"). The senior managers were each provided with an

interest free loan by Oceania which was applied to acquiring the shares. The amount of the loan for each senior

manager was determined at the Board’s discretion. There were 3,164,557 shares issued under the 2017 LTIP Scheme

on 4 May 2017 and these are held by OCA Employees Trustee Limited on behalf of the participants. As at 31 May

2018, the aggregate value of all outstanding loans made by Oceania to the senior managers under the 2017 LTIP

Scheme was $2,500,000.

Generally, the shares under the 2017 LTIP Scheme will be eligible to vest if, at the vesting date (which is the business

day after release of the financial statements for the year ended 31 May 2020), the participant remains employed by

Oceania and the performance hurdles are achieved. The performance hurdles require Oceania’s performance to

meet, or exceed, an underlying Earnings per Share Compound Annual Growth Rate ("EPS CAGR") of 35% per annum

or greater, over the three year period to 31 May 2020. In calculating the underlying EPS CAGR, the Board will make

pro forma adjustments to the FY20 underlying EPS depending on the timing of delivery of key development

projects. The Board may also adjust for the impact of items including significant one off gains or losses, acquisitions

or divestments and changes to accounting policy. The 2017 LTIP Scheme shares may not vest in the participants if

certain other conditions are not met.

The loans must be repaid after the 2017 LTIP Scheme shares have vested to each of the participants, or on such other

date determined in accordance with the rules of the 2017 LTIP Scheme.

Principle 6 – Risk Management

Directors should have a sound understanding of the material risks faced by the issuer and how to manage

them. The Board should regularly verify that the issuer has appropriate processes that identify and manage

potential and material risks.

Risk Management

Recommendation 6.1: An issuer should have a risk management framework for its business and the issuer’s Board

should receive and review regular reports. A framework should also be put in place to manage any existing risks and

to report the material risks facing the business and how these are being managed.

The Board is responsible for Oceania’s risk management and internal control. The Board monitors policies and

processes that identify significant business risks and implements procedures to monitor these risks.

The Chief Executive Officer and senior managers regularly identify the major risks affecting the business in an

organisational Risk Matrix, and develop strategies to mitigate these risks.

Significant risks are discussed at Board meetings, or as required. Oceania maintains insurance policies that it

considers adequate to meet insurable risks.

Health and Safety

Recommendation 6.2: An issuer should disclose how it manages its health and safety risks and should report on

their health and safety risks, performance and management.

Oceania employs a General Manager Health and Safety and has a Clinical and Health and Safety Committee to assist

the Board in meeting its responsibilities under the Health and Safety at Work Act 2015. In particular, the Committee

is responsible for ensuring that health and safety has appropriate focus within Oceania by regularly engaging in

assurance processes around risk assessment and mitigation, safety systems, staff capability, staff competency, safety

leadership and business safety culture.

Health and safety review reports are a priority agenda item at all Board meetings and specific reviews are sought as

Corporate Governance Statement (Continued)

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required. Oceania has developed a health and safety risk matrix to identify specific risks, assess their severity and

likelihood, document mitigation strategies and determine the level of residual risk. This matrix is reviewed annually

by the Board and annual health and safety objectives and KPIs are set for the business based on the significant

risks identified.

Detailed monthly reports are produced for the Board covering health and safety incidents, injury rates by severity,

local site health and safety committee meetings, sick leave and key initiatives undertaken.

Principle 7 – Auditors

The Board should ensure the quality and independence of the external audit process.

Relationship with Auditor

Recommendation 7.1 and 7.2: The Board should establish a framework for the issuer’s relationship with its external

auditor. This should include the procedures prescribed in the NZX Code. The external auditor should attend the

issuer’s Annual Meeting to answer questions from shareholders in relation to the audit.

The Audit Committee is responsible for the oversight of Oceania’s external audit arrangements. It is committed to

ensuring that Oceania’s external auditor is able to carry out its work independently so that financial reporting is

highly reliable and credible. Oceania has an External Auditor Independence Policy, which is available on Oceania’s

website. The External Audit Independence Policy implements the procedures set out in the NZX Code.

The policy sets out the work that the external auditor is required to do and specifies the services that the external

auditor is not permitted to do, so that the ability of the auditor to carry out its work is not impaired and could not

reasonably be perceived to be impaired. All non-audit work that the external auditor performs must be approved

by the Chair of the Audit Committee.

Oceania’s external auditor is PricewaterhouseCoopers. Total fees paid to PricewaterhouseCoopers in its capacity

as auditor for FY18 were $428,000. Total fees paid to PricewaterhouseCoopers for other professional services

(being trustee reporting and external reporting to banks) for FY18 were $14,000. No other fees were paid to

PricewaterhouseCoopers for other professional services.

PricewaterhouseCoopers has been invited to attend this year’s Annual Meeting and will be available to answer

questions about the audit process, Oceania’s accounting policies and the independence of the auditor.

Internal Audit Functions

Recommendation 7.3: Internal audit functions should be disclosed.

Oceania engaged KPMG to perform an internal audit of the payroll processes during the financial year ended

31 May 2018.

The next step for the internal audit function will be for KPMG to conduct a thorough review of Oceania’s risk

framework, following which a three year rolling Internal Audit Plan will be prepared.

Principle 8 – Shareholder Rights and Relations

The Board should respect the rights of shareholders and foster constructive relationships with shareholders

that encourage them to engage with the issuer.

Information for Shareholders

Recommendation 8.1: An issuer should have a website where investors and interested stakeholders can access

financial and operational information and key corporate governance information about the issuer.

Oceania is committed to an open and transparent relationship with shareholders. The Board aims to ensure that all

shareholders are provided with all information necessary to assess Oceania’s direction and performance.

This is done through a range of communication methods including periodic and continuous disclosures to NZX and

ASX, half year and annual reports and the Annual Meeting. Oceania’s website provides financial and operational

information, and information about its Directors and senior managers and copies of its governance documents, for

investors and interested stakeholders to access at any time.

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Communicating with Shareholders

Recommendation 8.2: An issuer should allow investors the ability to easily communicate with the issuer, including

providing the option to receive communications from the issuer electronically.

Shareholders have the option of receiving their communications electronically, including by email or through

Oceania’s investor centre. Oceania’s website also contains a section for electronic shareholder communications and

the Board encourages investors to make enquiries if they wish on environmental, social and governance issues.

Shareholder Voting Rights

Recommendation 8.3 and 8.4: Shareholders should have the right to vote on major decisions which may change the

nature of the company in which they are invested in. Each person who invests money in a company should have one

vote per share of the company they own equally with other shareholders.

The regulatory safeguards built into the NZX Listing Rules, ASX Listing Rules, the Companies Act 1993 and Oceania’s

constitution operate to preserve shareholders’ entitlement to vote on key decisions impacting Oceania, including

where votes are conducted by poll, each shareholder shall have one vote per share.

Notice of Annual Meeting

Recommendation 8.5: The Board should ensure that the annual shareholders’ notice of meeting is posted on the

issuer’s website as soon as possible and at least 28 days prior to the meeting.

Oceania encourages shareholder participation at the Annual Meeting, and the Board aims to ensure that all relevant

information is provided to shareholders for consideration with sufficient notice in advance of shareholders’ meetings

(and at least 28 days prior to Oceania’s Annual Meeting, including by posting the Notice of Annual Meeting on

Oceania’s website).

Principle 9 – Stakeholder Interests

The Board should respect the interests of stakeholders, taking into account the entity’s ownership type and

its fundamental purpose.

The Board carefully considers and respects the interests of Oceania’s stakeholders (in addition to its shareholders)

including, in particular, the residents and their families, its staff and the communities in which it operates.

In relation to residents, Oceania has a number of residential care and independent living policies that recognise the

rights of residents. Oceania also complies with the requirements of the Retirement Villages Code of Practice 2008

which further identifies obligations to residents and protects residents’ rights. Oceania has received external

recognition for service delivery in aged care, and was awarded the New Zealand Aged Care Association’s Award

for Overall Excellence in Care in 2015, 2016 and 2017.

In relation to staff, Oceania has a strong commitment to staff training and development. A dedicated learning and

development team focuses on the delivery of staff training and a Career Pathways Programme which includes a

NZQA recognised Healthcare Assistant Certificate in residential care. In addition, Oceania’s Wesley Institute of

Learning provides postgraduate nursing and healthcare assistant training to Oceania staff and the wider nursing

and healthcare industry, providing an important strategic avenue for recruitment by Oceania of well trained

registered nurses.

OTHER DISCLOSURES REQUIRED UNDER THE COMPANIES ACT 1993

Disclosure of Directors’ Interests

Section 140(1) of the Companies Act 1993 requires a Director of a company to disclose certain interests.

Under section 140(2) of the Companies Act 1993, a Director can make disclosure by giving a general notice in writing

to the company of a position held by a Director in another named company or entity.

The following particulars were entered in Oceania’s interests register for the year ended 31 May 2018:

Elizabeth Coutts: Disclosed she ceased to hold the following position: Sanford Limited (Director)

Alan Isaac: Disclosed the following new position: Basin Reserve Trust (Chair). Disclosed he ceased to hold the

following positions in respect of the following entities: Fliway Group (Director), Companies in the Opus Group

(Director).

Corporate Governance Statement (Continued)

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Hugh FitzSimons: Disclosed the following new position: RSL Lifecare Limited (Director).

Sally Evans: Disclosed the following positions in respect of the following entities: LifeCircle Australia Limited (Chair),

Gateway Lifestyle Operations Limited (Director), Consumer and Industry Advisory Group to Australian Treasury on

the proposed framework for retirement incomes (Member).

Gregory Tomlinson: Disclosed the following positions in respect of the following entities: Oceania Healthcare

Holdings Limited (Director), Heartland Bank Limited (Director), Indevin Group Limited (Director), The Icehouse

Limited (Director), St Leonards Limited (Director), Nearco Stud Limited (Director), Mountbatten Trustee Limited

(Director), Chippies Vineyard Limited (Director), Forte Health Limited (Director), Forte Health Group Limited

(Director), Tomlinson Holdings Limited (Director), Tomlinson Group NZ Limited (Director), Tomlinson Group

Investments Limited (Director), Alta Cable Holdings Limited (Director), Ngakuta Trust Company Limited (Director),

Pelorus Finance Limited (Director), Little Ngakuta Trust Company Limited (Director), Impact Capital Limited

(Director), Impact Capital Management Limited (Director), Argenta Limited (Director).

Securities Dealings of Directors

Dealings by Directors in relevant interests in Oceania’s ordinary shares during the year ended 31 May 2018 are

entered in the Interests Register:

DirectorNo. of Shares

Nature of

Relevant Interest

Acquisition

/ Disposal

Consideration

(Per Share)

Date of

Transaction

Alan Isaac30,000Registered holder

and beneficial owner

AcquisitionNZ$ 0.98 28 July 2017

Elizabeth Coutts100,000Beneficial ownerAcquisitionNZ$0.98 28 July 2017

Hugh FitzSimons50,000Beneficial ownerAcquisition AUD$0.9228 July 2017

Hugh FitzSimons37,753Beneficial ownerAcquisitionAUD$0.92 31 July 2017

Hugh FitzSimons62,247 Beneficial ownerAcquisitionAUD$0.931 August 2017

Patrick McCawe250,000Beneficial ownerAcquisitionNZ$0.98 1 August 2017

Hugh FitzSimons50,000Beneficial ownerAcquisitionAUD$0.932 August 2017

Hugh FitzSimons50,000Beneficial ownerAcquisitionAUD$0.97 7 August 2017

Kerry Prendergast25,000Registered holder

and beneficial owner

AcquisitionNZ$1.05 18 August 2017

Alan Isaac50,000Registered holder

and beneficial owner

AcquisitionNZ$1.09 25 January 2018

Elizabeth Coutts25,000Beneficial ownerAcquisitionNZ$1.0425 January 2018

Elizabeth Coutts25,000Beneficial ownerAcquisitionNZ$1.0226 January 2018

Indemnity and Insurance

Oceania has granted indemnities, as permitted by the Companies Act 1993 and the Financial Markets Conduct Act

2013, in favour of each of its Directors. Oceania also maintains Directors’ and Officers’ liability insurance for its

Directors and officers.

Donations

For the year ended 31 May 2018, Oceania paid a total of $6,494.76 in donations.

Stock Exchange Listings

Oceania’s shares are listed on the NZX and the ASX. Oceania is listed on ASX as a foreign exempt listing, which

means that Oceania is required to comply with the NZX Listing Rules but it is exempt from the majority of the ASX

Listing Rules. In accordance with ASX Listing Rule 1.15.3, Oceania confirms that it has complied with the NZX Listing

Rules for the financial year ended 31 May 2018.

NZX Waivers

Oceania does not have any waivers from the requirements of the NZX Listing Rules.

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Annual Report 2018

Credit Rating

Oceania has no credit rating.

Former Directors

No Directors resigned during the financial year ended 31 May 2018.

Subsidiary Company Directors

Earl Gasparich and Matthew Ward are Directors of all Oceania’s subsidiaries as at 31 May 2018, with the exception

of OCA Employees Trustee Limited (the Directors of which are Elizabeth Coutts and Hugh FitzSimons). No extra

remuneration is payable for any directorship of a subsidiary.

SHAREHOLDER INFORMATION

Twenty Largest Shareholders

(as at 30 June 2018)

Registered ShareholderNumber of Shares% Shares

1Oceania Healthcare Holdings Limited349,175,41857.21

2New Zealand Central Securities Depository Limited61,216,06410.03

3FNZ Custodians Limited19,176,7533.14

4Custodial Services Limited12,327,6102.02

5Custodial Services Limited10,230,2131.67

6Investment Custodial Services Limited9,399,7861.54

7Custodial Services Limited5,831,4080.95

8Custodial Services Limited3,648,4050.59

9Harrogate Trustee Limited3,504,2600.57

10OCA Employees Trustee Limited3,164,5570.51

11Custodial Services Limited3,083,1190.50

12Custodial Services Limited2,564,0140.42

13Walter Mick George Yovich & Jeanette Julia Yovich2,493,4760.40

14Earl Gasparich, Celia Gasparich & Carla Pearce2,023,0780.33

15HSBC Custody Nominees (Australia) Limited2,000,0000.32

16Philip George Lennon2,000,0000.32

17Forsyth Barr Custodians Limited1,967,5050.32

18

Ross Hollier John Jones, Moira Marguerite Jones & Walter

Mick George Yovich1,660,0000.27

19M A Janssen Limited1,545,0000.25

20Mark Stockton1,513,4390.24

Total

498,524,10581.6

Corporate Governance Statement (Continued)

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Annual Report 2018

New Zealand Central Securities Depository Limited provides a custodial depository service that allows electronic

trading of securities to its members. It does not have a beneficial interest in these shares. Its major holdings of

Oceania Healthcare Limited shares are:

NameNumber of Shares% Shares

1ANZ Wholesale Trans-Tasman Property Securities Fund10,974,3451.80

2ANZ Wholesale Australasian Share Fund7,456,0461.22

3MFL Mutual Fund Limited6,518,1621.07

4TEA Custodians Limited 5,653,0150.93

5HSBC Nominees A/C NZ Superannuation Fund Nominees Limited4,472,2350.73

6HSBC Nominees (New Zealand) Limited4,109,0460.67

7Mint Nominees Limited3,439,4250.56

8Generate Kiwisaver Public Trust Nominees Limited3,354,5460.55

9Citibank Nominees (New Zealand) Limited2,698,9870.44

10ANZ Wholesale Property Securities2,240,1600.37

11BNP Paribas Nominees (NZ) Limited2,140,7540.35

12JP Morgan Chase Bank NA NZ Branch1,795,4560.29

13Queen Street Nominees ACF Mint1,331,7870.22

14BNP Paribas Nominees (NZ) Limited1,278,5640.21

15ANZ Wholesale NZ Share Fund1,184,6760.19

16Accident Compensation Corporation907,1500.15

17Public Trust RIF Nominees Limited725,2040.12

18BNP Paribas Nominees (NZ) Limited492,4500.08

19ANZ Custodial Services New Zealand Limited244,8510.04

20HSBC Nominees (New Zealand) Limited 199,2050.03

Spread of Holdings

(as at 30 June 2018)

Size of Holding

Number of

Shareholders%

Number of

Shares%

1 – 1,000

3276.81258,2660.04

1,001 – 5,000

1,26326.314,673,2720.77

5,001 – 10,000

1,04621.798,716,9711.43

10,001 – 100,000

1,97541.1359,204,0709.7

100,001 and over

1903.96537,401,95688.06

Totals

100100

Substantial Product Holders

According to notices given under the Financial Markets Conduct Act 2013, the following were substantial product

holders of Oceania as at 31 May 2018:

Substantial Product HolderShares%Date of Notice

Oceania Healthcare Holdings Limited349,175,41857.225 May 2017

The total number of shares on issue at 31 May 2018 was 610,254,535.

oceaniahealthcare.co.nz

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.

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