Summerset Launches Fixed Rate Retail Bond Offer
Summerset Group Holdings Limited
Level 27 Majestic Centre, 100 Willis St, Wellington
PO Box 5187, Wellington 6140
Phone: 04 894 7320 | Fax: 04 894 7319
Website: www.summerset.co.nz
NZX & ASX RELEASE
10 SEPTEMBER 2018
SUMMERSET LAUNCHES FIXED RATE RETAIL BOND OFFER
Summerset Group Holdings Limited (Summerset) announced today that it is offering up to $75
million (with the ability to accept up to $25 million of oversubscriptions at Summerset’s discretion)
of seven year fixed rate bonds maturing on 24 September 2025 to New Zealand institutional and
retail investors.
The interest rate will be the sum of the margin plus the seven year base rate, but in any case will
be no less than the minimum interest rate of 4.15% per annum. The indicative margin range for
the bonds is 1.65% to 1.75% per annum. The margin and interest rate will be set following a book-
build process on 14 September 2018 and will be announced by Summerset via NZX shortly
thereafter.
The offer will close on 14 September 2018 following the book-build process, with the Bonds
expected to be issued on 24 September 2018.
Full details of the Bond offer are contained in the Indicative Terms Sheet, available through
www.summerset.co.nz/bondoffer or by contacting the Joint Lead Managers or an NZX Participant,
and must be obtained by investors before they decide to acquire any Bonds.
Summerset has applied for the bonds to be quoted on the NZX Debt Market.
There is no public pool for the Bonds, which will be reserved for the Joint Lead Managers,
institutional investors and other primary market participants invited to participate in the book-build.
Joint Lead Managers
0800 269 476
0800 005 678
0800 367 227
0800 742 737
ENDS
For investor relations enquiries: For media enquiries:
Scott Scoullar Jenny Bridgen
Deputy CEO and CFO Senior Communications Advisor
scott.scoullar@summerset.co.nz jenny.bridgen@summerset.co.nz
04 894 7320 or 029 894 7317 04 830 1106 or 021 408 215
ABOUT SUMMERSET
Summerset is one of the leading operators and developers of retirement villages in New
Zealand, with 23 villages completed or in development across the country. In addition,
Summerset has eight sites for development in Parnell (Auckland), St Johns (Auckland),
Avonhead (Christchurch), Te Awa (Napier), Pohutukawa Place (New Plymouth), Richmond
(Tasman), Kenepuru (Wellington) and Lower Hutt (Wellington), bringing the total number of
sites to 31.
It provides a range of living options and care services to more than 5,000 residents.
Four-time winner of Retirement Village of the Year and Silver Award winner in the Reader’s
Digest Quality Service Awards 2017.
The Summerset Group has villages in Aotea, Casebrook, Dunedin, Ellerslie, Hamilton,
Hastings, Havelock North, Hobsonville, Karaka, Katikati, Levin, Manukau, Napier, Nelson,
New Plymouth, Palmerston North, Paraparaumu, Rototuna, Taupo, Trentham, Wanganui,
Warkworth and Wigram.
---
Indicative Terms Sheet
Summerset Group Holdings Limited
10 September 2018
Joint Lead
Managers:
2Indicative Terms Sheet
Summerset Group Holdings Limited
Indicative Terms Sheet
This Indicative Terms Sheet sets out the key terms of the offer (“Offer”) by Summerset Group Holdings
Limited (“Summerset”) of up to $75,000,000 (with the ability to accept oversubscriptions of up
to $25,000,000 at Summerset’s discretion) guaranteed, secured, unsubordinated fixed rate bonds
maturing on 24 September 2025 (“Bonds”) under its master trust deed dated 30 May 2017
(as amended from time to time) (“Trust Deed”) as modified and supplemented by a supplemental trust
deed dated 10 September 2018 (together, “Trust Documents”) entered into between Summerset
and The New Zealand Guardian Trust Company Limited (“Supervisor”). Unless the context otherwise
requires, capitalised terms used in this Indicative Terms Sheet have the same meaning given to them
in the Trust Documents.
Investors should refer to the Trust Documents for the full terms of the Bonds.
Important Notice
The offer of debt securities by Summerset is made in reliance upon the exclusion in clause 19 of
schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”).
The offer contained in this Indicative Terms Sheet is an offer of bonds that have identical rights,
privileges, limitations and conditions (except for the interest rate and maturity date) as Summerset’s
bonds maturing on 11 July 2023, which have a fixed interest rate of 4.78% per annum and are currently
quoted on the NZX Debt Market under the ticker code SUM010 (the “Existing Bonds”).
Accordingly, the Bonds are the same class as the Existing Bonds for the purposes of the FMCA and
the Financial Markets Conduct Regulations 2014.
Summerset is subject to a disclosure obligation that requires it to notify certain material information
to NZX Limited (“NZX”) for the purpose of that information being made available to participants in the
market. That information can be found by visiting www.nzx.com/companies/SUM.
The Existing Bonds are the only debt securities of Summerset that are currently quoted and in the
same class as the Bonds.
Investors should look to the market price of the Existing Bonds referred to above to find out how the
market assesses the returns and risk premium for those bonds.
3Indicative Terms Sheet
Summerset Group Holdings Limited
Issuer
Summerset Group Holdings Limited (“Summerset”)
Instrument
Fixed rate, guaranteed, secured, unsubordinated bonds (“Bonds”)
Status
The Bonds will be issued under the Trust Documents described above.
Principal and interest amounts in respect of the Bonds will be direct, secured,
unsubordinated obligations of the Issuer and rank pari passu with all other
unsubordinated obligations of the Issuer, except indebtedness preferred by law.
Guarantors
Consistent with the Guarantors for Summerset’s bank facilities.
Holders will have the benefit of the following coverage ratios:
• Total Assets of the Guaranteeing Group must comprise at least 90% of the
Total Assets of the Summerset Group; and
• EBITDA of the Guaranteeing Group for each rolling 12 month period must
not be less than 90% of EBITDA of the Summerset Group for that period.
Purpose
The proceeds of the Offer will be used to repay a portion of existing drawn bank
debt and for general corporate purposes of the Summerset Group. The Offer
will provide diversification of funding sources and tenor for the Summerset
Group.
More broadly, the Summerset Group’s principal use of debt is to facilitate the
acquisition of land for development, the development and construction of
retirement villages, and to manage the timing of Occupation Right sales to
residents for developing and existing retirement villages.
Security
Holders will share the benefit of the same security package as Summerset’s
banks on a pro rata basis. The security is held by the Security Trustee.
The key securities that Summerset’s banks and Holders will have the benefit
of are:
• a second ranking mortgage over the land and permanent buildings of
each Village Registered Company, which are the entities that operate
Summerset’s registered retirement villages. This ranks behind a first
ranking mortgage in favour of Public Trust (as the Statutory Supervisor of
the relevant retirement village) securing amounts and obligations owing to
village residents; and
• a first ranking mortgage over land owned by other Summerset Group
companies (described as Non-Village Registered Companies), being
undeveloped land and land under development.
Key Terms of the Bonds
4Indicative Terms Sheet
Summerset Group Holdings Limited
Security
(continued)
The Statutory Supervisor is entitled to the proceeds of security enforcement
against all assets of the Village Registered Companies, in priority to
Summerset’s banks and Holders. Summerset’s banks and the Holders
(including Holders of the Existing Bonds) will share the remaining proceeds of
security enforcement against Village Registered Company assets to which the
Security Trustee is entitled on a pro rata basis.
Financial Covenant
LVR Covenant
Summerset will ensure, on each Test Date, that the ratio of:
a. Total Debt (which is effectively principal amounts outstanding under
Summerset’s bank facilities, bonds and any other secured facilities); to
b. Property Value of the Guaranteeing Group’s land and permanent buildings
that have been mortgaged to the Security Trustee,
is less than or equal to 50%.
A reported breach of the LVR Covenant in respect of a Test Date will be an
Event of Review. Summerset must then follow a process specified in the Trust
Deed to attempt to remedy the breach. If the breach has not been remedied at
the end of this process, an Event of Default occurs.
Distribution stopper
Guarantors are not permitted to make any Distributions to non-Guarantors
if an Event of Default or Event of Review is continuing.
Refer to the Trust Deed for more detail on Covenants that will
apply to the Bonds.
Credit Rating
The Bonds will not be rated
Issue Amount
Summerset is offering up to $75,000,000 of Bonds with the ability to accept
oversubscriptions of up to $25,000,000 at Summerset’s discretion. The offer is
not underwritten.
Opening Date
Monday, 10 September 2018
Closing Date
Bids due by 12pm, Friday, 14 September 2018
Rate Set Date
Friday, 14 September 2018
Issue Date and
Allotment Date
Monday, 24 September 2018
Expected Date of
Initial Quotation
Tuesday, 25 September 2018
Maturity Date
Wednesday, 24 September 2025
Interest Rate
The Interest Rate will be the sum of the Issue Margin and the Base Rate, but in
any case will be no less than the minimum Interest Rate of 4.15% per annum.
The Interest Rate will be announced by Summerset via NZX on or shortly after
the Rate Set Date.
5Indicative Terms Sheet
Summerset Group Holdings Limited
Indicative Issue
Margin
The indicative range of the Issue Margin is 1.65% – 1.75% per annum.
Issue Margin
The Issue Margin will be determined by Summerset in consultation with the
Joint Lead Managers following completion of the book-build process and
announced via NZX on or shortly after the Rate Set Date.
Base Rate
A mid-market rate for an NZD interest rate swap (adjusted to a quarterly basis as
necessary), for a term matching the period from the Issue Date to the Maturity
Date as calculated by the Arranger in consultation with Summerset, according
to market convention, with reference to ICAP New Zealand Limited (Bloomberg:
ICNI > NZD Interest Rate Swaps) (or its successor page) on the Rate Set Date
(rounded to 2 decimal places, if necessary, with 0.005 being rounded up).
Interest Payments
& Interest Payment
Dates
Interest will be payable quarterly in arrear in equal amounts on 24 March,
24 June, 24 September and 24 December of each year up to and including the
Maturity Date. The first Interest Payment Date will be 24 December 2018.
If an Interest Payment Date is not a business day, the due date for the payment
to be made on that date will be the next following business day and no
adjustment will be made to the amount payable as a result of the delay
in payment.
Early Redemption
Neither Holders nor Summerset are able to redeem the Bonds before the
Maturity Date. However, Summerset may be required to repay the Bonds early
if there is an Event of Default.
Brokerage
Summerset will pay brokerage of 0.5% of the aggregate principal amount of the
amount issued plus 0.5% on firm allocations. Such amounts will be paid to the
Arranger who will distribute as appropriate to Primary Market Participants and
approved financial intermediaries.
Record Date
5.00pm on the tenth calendar day before the due date for that payment or, if
that day is not a business day, the preceding business day.
Issue Price
$1.00 per Bond
Minimum
Application
The minimum application is $5,000, with multiples of $1,000 thereafter.
Minimum Holding
Bonds with an aggregate principal amount of $5,000
How to Apply
All of the Bonds, including oversubscriptions, are reserved for clients of
the Joint Lead Managers, institutional investors and other primary market
participants invited to participate in the book-build. There will be no public pool
for the Offer. Accordingly, retail investors should contact a Joint Lead Manager,
their financial adviser or any primary market participant for details on how
they may acquire Bonds. You can find a primary market participant by visiting
https://www.nzx.com/services/market-participants.
6Indicative Terms Sheet
Summerset Group Holdings Limited
How to Apply
(continued)
In respect of oversubscriptions or generally, any allotment of Bonds will be
at Summerset’s discretion, in consultation with the Joint Lead Managers.
Summerset reserves the right to refuse all or any part of an application without
giving any reason.
Each investor’s financial adviser will be able to advise them as to what
arrangements will need to be put in place for the investors to trade the Bonds
including obtaining a common shareholder number (CSN), an authorisation
code (FIN) and opening an account with a primary market participant as well as
the costs and timeframes for putting such arrangements in place.
ISIN
NZSUMD0020L7
Transfers
Holders are entitled to sell or transfer their Bonds at any time subject to the
terms of the Trust Documents, the Selling Restrictions set out below and
applicable securities laws and regulations. Summerset may decline to register
a transfer of Bonds for the reasons set out in the Trust Documents.
NZX has provided Summerset with approval under Listing Rule 11.1.5 to enable
Summerset to decline to accept or register a transfer of Bonds if the transfer
would result in the transferor or the transferee holding or continuing to hold
Bonds with a Principal Amount of less than $5,000 (if not zero) or if the transfer
is not in multiples of $1,000.
NZX Quotation
Summerset will take any necessary steps to ensure that the Bonds are,
immediately after issue, quoted on the NZX Debt Market. Application has been
made to NZX for permission to quote the Bonds on the NZX Debt Market and
all the requirements of NZX relating thereto that can be complied with on or
before the distribution of this Indicative Terms Sheet have been duly complied
with. However, NZX accepts no responsibility for any statement in this Indicative
Terms Sheet. NZX is a licensed market operator and the NZX Debt Market is a
licensed market under the FMCA.
NZX Debt Market
Ticker Code
SUM020
Selling Restrictions
The Bonds may only be offered for sale or sold in New Zealand in conformity
with all applicable laws and regulations in New Zealand. No Bonds may be
offered for sale or sold in any other country or jurisdiction except with the
prior consent of Summerset and in conformity with all applicable laws and
regulations of that country or jurisdiction and the selling restrictions contained
in this Indicative Terms Sheet.
This Indicative Terms Sheet may not be published, delivered or distributed
in or from any country or jurisdiction except under circumstances which will
result in compliance with all applicable laws and regulations in that country or
jurisdiction and the selling restrictions contained in this Indicative Terms Sheet.
7Indicative Terms Sheet
Summerset Group Holdings Limited
Selling Restrictions
(continued)
By purchasing the Bonds, each Holder agrees to indemnify Summerset, the
Bond Supervisor, the Arranger, the Joint Lead Managers and their respective
directors, officers, employees and agents in respect of any loss, cost, liability
or expense sustained or incurred as a result of the breach by the Holder of the
selling restrictions set out above.
Governing Law
New Zealand
NZX Waivers
NZX has granted Summerset a waiver from NZX Debt Market Listing Rule 7.11.1
to allow allotment of the Bonds to occur within six business days after the
Closing Date.
The dates set out in this Indicative Terms Sheet are indicative only and are subject to change. Summerset
has the right in its absolute discretion and without notice to close the Offer early, to accept late
applications, to extend the Closing Date or to choose not to proceed with the Offer. If the Closing Date is
extended, subsequent dates may be extended accordingly.
8Indicative Terms Sheet
Summerset Group Holdings Limited
Other Information
Copies of the Trust Documents are available at Summerset’s website at
www.summerset.co.nz/bondoffer
Any internet site addresses provided in this Indicative Terms Sheet are for reference only and, except as
expressly stated otherwise, the content of any such internet site is not incorporated by reference into, and
does not form part of, this Indicative Terms Sheet.
Investors should seek qualified independent financial and taxation advice before deciding to invest. In
particular, you should consult your tax adviser in relation to your specific circumstances. Investors will
also be personally responsible for ensuring compliance with relevant laws and regulations applicable to
them (including any required registrations).
For further information regarding Summerset, visit www.nzx.com/companies/SUM.
Contact Information
Issuer
Summerset Group Holdings Limited
Level 27, Majestic Centre
100 Willis Street
PO Box 5187
Wellington 6140
Arranger, Organising Participant
and Joint Lead Manager
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011
Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
Joint Lead Manager
First NZ Capital Securities Limited
ANZ Centre, Level 14
171 Featherston Street
Wellington 6011
Legal Advisers to Summerset
Chapman Tripp
Level 14, 10 Customhouse Quay
Wellington 6011
Statutory Supervisor
Public Trust
Level 9, 34 Shortland Street
Auckland 1010
Bond Supervisor
The New Zealand Guardian Trust Company Limited
Level 2, 99-105 Customhouse Quay
Wellington 6011
Joint Lead Manager
Forsyth Barr Limited
Level 9, Forsyth Barr House
The Octagon
Dunedin 9016
Joint Lead Manager
Hobson Wealth Partners Limited
Level 17, Lumley Centre
88 Shortland Street
Auckland 1010
---
Joint Lead Managers
Retail Bond
Presentation
Summerset Group Holdings Limited
10 September 2018
Disclaimer
Retail bond presentation
2
Please read carefully before the rest of the presentation
This presentation has been prepared by Summerset Group Holdings Limited (SGHL or the Issuer) in
relation to the offer of bonds described in this presentation (Bonds).The offer of the Bonds is made in
reliance upon the exclusion in Clause 19 of schedule 1 of the Financial Market Conduct Act 2013
(FMCA). The offer of SGHL’s unsubordinated, guaranteed, secured, fixed rate bonds have identical
rights, privileges, limitations and conditions (except for the interest rate and maturity date) as SGHL’s
bonds maturing on 11 July 2023, which have a fixed rate of 4.78 percent per annum and are currently
quoted on the NZX Debt Market under the ticker code SUM010 (the Existing Bonds).
SGHL is subject to a disclosure obligation that requires it to notify certain material information to NZX
Limited (“NZX”) for the purpose of that information being made available to participants in the market.
That information can be found by visiting www.nzx.com/companies/SUM. The Existing Bonds are the
only debt securities of SGHL that are currently quoted and in the same class as the Bonds. Investors
should look to the market price of the Existing Bonds to find out how the market assesses the returns
and risk premium for those bonds.
The information in this presentation is of general nature and does not constitute financial product advice,
investment advice or any recommendation by the Issuer, the Bond Supervisor, the Arranger, the
Organising Participant, the Joint Lead Managers, or any of their respective directors, officers,
employees, affiliates, agents or advisers to subscribe for, or purchase, any of the Bonds. Nothing in this
presentation constitutes legal, financial, tax or other advice.
The information in this presentation does not take into account the particular investment objectives,
financial situation, taxation position or needs of any person. You should make your own assessment of
an investment in the Issuer and should not rely on this presentation. In all cases, you should conduct
your own research on the Issuer and analysis of any offer, the financial condition, assets and liabilities,
financial position and performance, profits and losses, prospects and business affairs of the Issuer, and
the contents of this presentation.
This presentation contains certain forward-looking statements with respect to the Issuer. All of these
forward-looking statements are based on estimates, projections and assumptions made by the Issuer
about circumstances and events that have not yet occurred. Although the Issuer believes these
estimates, projections and assumptions to be reasonable, they are inherently uncertain. Therefore,
reliance should not be placed upon these estimates or forward-looking statements and they should not
be regarded as a representation or warranty by the Issuer, the directors of the Issuer or any other
person that those forward-looking statements will be achieved or that the assumptions underlying the
forward-looking statements will in fact be correct. It is likely that actual results will vary from those
contemplated by these forward-looking statements and such variations may be material.
The information in this document is given in good faith and has been obtained from sources believed to
be reliable and accurate at the date of preparation, but its accuracy, correctness and completeness
cannot be guaranteed.
None of the Arranger, the Joint Lead Managers or Bond Supervisor nor any of their respective directors,
officers, employees and agents: (a) accept any responsibility or liability whatsoever for any loss arising
from this presentation or its contents or otherwise arising in connection with the offer of Bonds; (b)
authorised or caused the issue of, or made any statement in, any part of this presentation; and (c) make
any representation, recommendation or warranty, express or implied regarding the origin, validity,
accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any
information, statement or opinion contained in this presentation and accept no liability (except to the
extent such liability is found by a court to arise under the Financial Markets Conduct Act 2013 or cannot
be disclaimed as a matter of law).
The offer of Bonds is being made only in New Zealand. The distribution of this presentation, and the
offer or sale of the Bonds, may be restricted by law in certain jurisdictions. Persons who receive this
presentation outside New Zealand must inform themselves about and observe all such restrictions.
Nothing in this presentation is to be construed as authorising its distribution, or the offer or sale of the
Bonds, in any jurisdiction other than New Zealand and the Issuer accepts no liability in that regard. The
Bonds may not be offered or sold directly or indirectly, and neither this presentation nor any other
offering material may be distributed or published, in any jurisdiction other than New Zealand.
Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market and all
the requirements of NZX relating thereto that can be complied with on or before the distribution of the
Terms Sheet have been duly complied with. However, NZX accepts no responsibility for any statement
in this document. NZX is a licensed market operator, and the NZX Debt Market is a licensed market
under the FMCA.
Certain financial information contained in this presentation is prepared on a non-GAAP basis.
“Underlying profit” differs from IFRS net profit after tax. The audited underlying profit measure is
intended to assist readers in determining the realised and non-realised components of fair value
movement of investment property and tax expense in the Summerset Group’s income statement. The
measure is used internally in conjunction with other measures to monitor performance and make
investment decisions. Underlying profit is a measure which the Summerset Group uses consistently
across reporting periods.
Refer to slide 22 for a reconciliation of non-GAAP underlying profit to GAAP net profit after tax.
Contents
1
2
3
5
4
Business overview
Funding and security structure
Financial performance
Offer terms and timetable
Appendices
Retail bond presentation
3
Offer highlights
Bond offer further diversifies funding sources and provides tenor
Retail bond presentation
4
Total bank debt facilities of $500m and total retail bonds of $100m before the offer
Net debt of $365m as at 30 June 2018
This bond will be used to repay a portion of existing drawn bank debt and for general corporate purposes, and provide diversificationof
funding sources and tenor
Retail bond offerDetails
IssuerSummerset Group Holdings Limited (listed on the NZX and ASX)
BondsUnsubordinated, guaranteed, secured, fixed rate bonds of the Issuer
Guarantee and security
Provided bySummersetand each of the other Guarantors
Equal ranking with Summerset’s banks and existing bondholders
Issue sizeUp to $75m with up to $25m oversubscriptions
Maturity7 year bonds maturing Wednesday 24 September 2025
RatingNot rated
QuotationApplication to quote the bonds on NZX Debt Market (NZDX) has been made
Joint Lead ManagersANZ, FNZC, Forsyth Barrand HobsonWealth Partners
Business
overview
Summerset snapshot
Retail bond presentation
6
Third largest retirement village operator
* Includes acquisition of new land in New Plymouth post 30 June 2018 half year balance date
Information as at 30 June 2018 unless otherwise stated
Summerset background
Retail bond presentation
7
Second largest retirement village developer in New Zealand
Listed on the NZX in 2011, and the ASX in 2013
Nationwide provider
23 operating villages completed or under development
Eight greenfield sites at Avonhead, Kenepuru, Lower Hutt, Parnell,
Richmond, St Johns, Te Awa, and our recently announced acquisition in
New Plymouth
Focus on continuum of care model
High quality care and facilities across all villages
Villages designed to integrate into local communities
Internal development and construction model
Customer centric philosophy –bringing the best of life
Continuing our investigation into possible Australian expansion. We
have established an office in Melbourne with a dedicated team focused
on working through the appropriate diligence required before we make a
decision on whether we enter this market
SummersetProvides a ComprehensiveContinuum of Care
Independent
Living Units
Villa
Independent
Apartment
Assisted
Living
Serviced
Apartment
Specialised
Care
Rest Home
Care
Memory
Care
Hospital
Care
Services
Accommodation
Operational overview
Retail bond presentation
8
OperationsCash flows
1.
Aged care
services
Provision of care in serviced apartments,
memorycare apartments, rest home, hospital and
memory care facilities
■Provide a high standard of quality aged
care services
■Rest home, hospital and memory care fees
■Stable cash flows
■Includes government funding for specified contracted
services
2.
Asset
management
Daily operation of integrated retirement and aged
care communities
■Manage a portfolio of tenanted assets
■Manage ongoing sales of Occupation Rights
■Refurbish periodically to maintain
economic value
■Deferred Management Fees (DMF) –primary source of
income for established villages
■Gains on resale of Occupation Rights
■Weekly resident levies and village service
fees –stable cash flows, contribute to operational costs
3.
Retirement
village
development
Design and construction of integrated retirement
and aged care communities
■Cost efficient quality construction of villages designed
for older New Zealanders
■Build villages that integrate into the local
environment, providing residents with warm,
welcome and vibrant communities
■Occupation Right sales
■Development margin
Summerset growth
Retail bond presentation
9
21 years of consistent delivery and growth
-
129
219
407
470
528
652
732
795
921
983
1,109
1,272
1,364
1,486
1,646
1,855
2,116
2,419
2,828
3,278
129
90
188
63
58
124
80
63
126
62
126
163
80
122
160
209
261
303
409
450
165
129
219
407
470
528
652
732
795
921
983
1,109
1,272
1,352
1,486
1,646
1,855
2,116
2,419
2,828
3,278
3,443
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
1997199819992000200120022003200420052006200720082009201020112012201320142015201620171H
2018
Retirement units
Summerset build rate
Existing unitsNew retirement units delivered
Our product
Retail bond presentation
10
Ellerslie
Hobsonville
Casebrook
Katikati
Funding and
security
structure
Purpose of debt
Retail bond presentation
12
Debt is used to develop Summerset villages across New Zealand
Summerset uses debt to fund the acquisition of land for future development, and the development of land into villages
The proposed bond issue will provide further diversification of funding sources and tenor. Summerset has a $500m bank facility limit available
and a $100m existing retail bond
All debt is associated with development activities
Debt will fluctuate depending upon the level of acquisition and development activities
Debt is typically 100% recycled out of completed village developments, into new developments, as Occupation Right Agreement (ORA) sales
occur. Development debt is progressively repaid as ORA sales occur and typically fully repaid by the time all ORAs in the village have been
sold for the first time
If Summerset stops development activities, based on current cash flows and debt levels, debt could be repaid over a short periodof time
Village development cash flows
Village developments are cash flow positive
Retail bond presentation
13
Debt is principally used as working capital to build new
villages (retirement village and care centre)
As debt is repaid for a village build, it is redrawn for new
village builds
Each village project is expected to be cash flow positive
From the time construction of a village starts through to the
last retirement unit being delivered takes, on average, around
four to six years
Summerset has a robust process in place for tendering
projects and selecting skilled and qualified contractors, to
mitigate construction and development risk
Internal property development team allows Summerset to
exercise control over the development and construction
phase
Year 0Year 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9
Summerset cash flow example
Retirement units deliveredNew sale settlementsCumulative net cash flows
Breakeven
Landacquisition,design,consenting,
civilandinfrastructureworks,deliver
firstretirementunitswithinvillage
Delivervillagemainbuildingandremaining
retirementunitswithinvillage,selldown
ORAsonretirementunits
Surplus
cash
Drawn
debt
$133m
$209m
$135m
$-
$100m
$200m
$300m
$400m
$500m
$600m
Net debt 1H18Underlying assets 1H18
Net debt to underlying assets -1H18
Net debtUndeveloped landDevelopment WIPUnsold stock
Composition of drawn debt
All debt is associated with development activities –development assets
exceed the value of net debt
Retail bond presentation
14
Development projects are debt funded. Development assets
exceeded the value of net debt by $113m as at 30 June 2018
Development assets at the point of the first retail bond issue
exceeded net debt by $42m (based on 31 December 2016 balance
sheet)
All debt is associated with development activities
Development assets could be realised to reduce debt over a short
period of time
$365m
$477m
$113m excess assets
Net debt reconciliation (NZ$m)1H18*
Net debt364.5
Cash and cash equivalents14.7
Capitalised & amortised bond issue costs and fair
value movement on hedged borrowings
0.4
Interest-bearing loans and borrowings (per
financial statements)
379.7
Reverse out capitalised & amortised bond issue
costs and fair value movement on hedged
borrowings
(0.4)
Other unsubordinated liabilities**12.3
Total bank and bond debt391.6
*Amountsroundedtonearest$100k
**Includesinterestrateswapsandaccruedinterest
Debt holders have benefit of core earning generation from the
business in addition to development asset backing
The issuer & guaranteeing group
Listed entity Summerset Group Holdings Limited is the issuer
Retail bond presentation
15
Summerset Group Holdings Limited (SGHL) currently owns
all companies within the Summerset Group
Summerset Holdings Limited (SHL), which is a 100% owned
subsidiary of SGHL, is the borrower under bank facilities
SGHL is listed on the NZX and ASX, and is the company
issuing these bonds
The equity and debt issued by SGHL will be overseen by the
same Board of Directors
Total assets of the Guarantors must be at least 90% of
Summerset Group’s assets and EBITDA of the Guarantors
must be at least 90% of the EBITDA of the Summerset
Group
Summerset
Group Holdings
Listed Bond Issuer
Total Assets:
$2m
Summerset
Holdings
Bank Debt Borrower
Total Assets:
$10m
8Non-Village
Registered
Companies
(land bank sites to be
developed)
Total Assets:
$143m
Other Summerset
Entities
Total Assets:
$31m
23 Village
Registered
Companies
Total Assets:
$2,234m
Statutory
Supervisor
Staff Share
Scheme
Security Trustee
Bond Supervisor
Banks
Assets secured by
First Registered
Mortgages: $119m
Other Assets: $24m
Assets secured by Second
Registered Mortgages behind
Statutory Supervisor, second
equal with banks: $2,192m,
and $1,155m after deducting
loans to residents secured by
the Statutory Supervisor
Other Assets: $42m
First ranking
mortgage and
rights to other
security proceeds
Total asset values as at
30 June 2018
Summerset Group
Total Assets
$2,420m
Listed Bond Issuer
and Debtor
Bank Debt
Borrower and
Debtor
Retirement Village
Debtor
Debtor
Guaranteeing Group
100%
100%
100%
in each
100%
in each
100%
in each
Summerset Group Syndicated Lending Structure Simplified –as at 10 September 2018
Other
Summerset
Entities
100%
in each
$2.4b
$1.4b
$0.8b
$0.0b
$1.0b
$0.4b
$0.1b
$-
$0.5b
$1.0b
$1.5b
$2.0b
$2.5b
$3.0b
Total assetsLiabilities
preferred by
law*
Residents'
Loans
Assets
remaining
Banks and
Bondholders
Other
liabilities**
Total equity
Summerset Group -1H18 balance sheet
Security
Assets of $1.4b available as security as at 30 June 2018 excluding residents’
loans
Retail bond presentation
16
Total assets as at 30 June 2018 of $2.4b
Assets of $1.4b after payments made to the residents of a
Registered Retirement Village supporting net debt of $365m as
at 30 June 2018
Investment property value of $2.2b across Auckland (38%), the
Central North Island (31%), the Wellington Region (15%), and
the South Island (16%)***
ANZ is Security Trustee for both the bonds and the bank debt
The New Zealand Guardian Trust Company Limited is the Bond
Supervisor
*LiabilitiespreferredbylawincludeemployeeentitlementsandInlandRevenue
**Otherliabilitiesincludetradeandotherpayables,revenuereceivedinadvance,deferredtaxliabilities
***Percentagesbasedoninvestmentpropertyvalueexcludingthevalueofnon-landcapitalworkinprogress
Manager’sinterestinretirement
villages,carecentres,andother
assets
Security
Bondholders on an equal ranking security basis with bank lenders
Retail bond presentation
17
The bonds share the security provided by the Guaranteeing Group on an equal ranking basis with Summerset’s bank lenders as per the
Security Trust Deed
The bonds and bank lenders have a first ranking mortgage over undeveloped land and land under development owned by Non-Village
Registered Companies. The bonds and bank lenders are second ranking security holders on land and permanent buildings held by Village
Registered Companies, and have second ranking rights to security proceeds from other assets of Village Registered Companies to which
the Security Trustee is entitled
In the event of financial difficulties, Summerset can:
Reduce debt by slowing development
Rely on core earnings. The business currently carries no core debt
Sell undeveloped land
Sell villages as a going concern -debt holders have first ranking security over the shares of all Village Registered Companies (sale
must be to a party with requisite management skills pursuant to Statutory Supervisor approval requirements)
The Statutory Supervisor has first ranking security over each Village Registered Company’s land and permanent buildings. This is for the
protection of residents’ rights and does not give the Statutory Supervisor discretion to demand repayment of residents’ loans
The ORA and resident protections
Retail bond presentation
18
Resident rights protected by a statutory supervisor
Resident purchases an Occupation Right Agreement (ORA) by providing a
non-demand repayable, interest free loan
Residents’ loans have no set term, are repayable on resale of an ORA
(using proceeds received from the new resident), and are non-interest
bearing
The rights of the retirement village resident under an ORA are protected by
the Statutory Supervisor
This ensures that if a Registered Retirement Village had financial problems
the residents’ right to continue to occupy their retirement unit is protected,
and the residents’ right to receive their repayment sum on receipt of funds
from a new resident is protected
The protection of residents’ rights does not give the Statutory Supervisor
discretion to demand repayment of residents’ loans
Hobsonville
Ellerslie
Loan to value ratio covenant
Significant headroom on loan to value ratio (LVR) covenant
Retail bond presentation
19
Key terms of bond LVR covenant:
LVR must not exceed 50%
Reported breach of LVR on a Test Date is an Event of Review
If the Event of Review occurs, Summerset will have 90 days
to put a remediation plan in place then a further 180 days to
remedy the breach. If not remedied this will result in an Event
of Default
During any Event of Review or Event of Default, Guarantors
are not permitted to make any distributions to non-Guarantors
There are cross acceleration provisions with any debt
acceleration >$10m triggering a bond Event of Default
Bond LVR covenant is calculated in the same way and has the same
limit as the bank LVR covenant. Banks have a more detailed
covenant package including a minimum Interest Cover Ratio
Bondholders benefit from cross acceleration provisions
All covenants are well within bank and bond requirements
31.6%
31.4%
34.0%
20%
30%
40%
50%
1H18FY17FY16
Loan to value ratio
Covenantlevel
Financial
performance
Financial performance overview
Strong financial performance over last five years
Retail bond presentation
21
* Underlying profit differs from NZ IFRS reported profit after tax. Refer to disclaimer on slide 2
$93m
$86m
$84m
$64m
$37m
$121m
$108m
$77m
$74m
$0m
$50m
$100m
$150m
$200m
$250m
20182017201620152014
Net operating cash flow
1H2H
$45m
$36m
$25m
$17m
$9m
$46m
$32m
$21m
$15m
$0m
$20m
$40m
$60m
$80m
$100m
20182017201620152014
Underlying profit*
1H2H
145
179
183
160
105
203
231
173
181
0
100
200
300
400
500
20182017201620152014
New sales of occupation rights
1H2H
$2,420m
$2,216m
$1,707m
$1,364m
$1,043m
$0m
$500m
$1,000m
$1,500m
$2,000m
$2,500m
$3,000m
20182017201620152014
Total assets
1H2H
$82m
$90m
$51m
$36m
$15m
$133m
$95m
$49m
$39m
$0m
$50m
$100m
$150m
$200m
$250m
20182017201620152014
IFRS profit
1H2H
154
144
123
110
90
156
121
135
82
0
100
200
300
400
20182017201620152014
Resales of occupation rights
1H2H
Income statement
Profit growth driven via increasing portfolio
Retail bond presentation
22
IFRS NPAT of $82m in 1H18
Underlying profit of $45m in 1H18
Underlying profit up 27% and IFRS NPAT down 9% half-
on-half
IFRS NPAT down due to one off investment property
valuation assumption change. Excluding this change IFRS
NPAT was flat half-on-half
IFRS NPAT is up 68% on a cumulative average growth
rate over the last seven years**
Underlying profit is up 41% on a cumulative average
growth rate over the last seven years**
Underlying profit differs from IFRS net profit after tax***
*Amountsroundedtonearest$100k
**Compoundannualgrowthrate.Annualised1H18resultcomparedtoFY11
***TheDirectorshaveprovidedanunderlyingprofitmeasuretoassistreadersindetermining
therealisedandnon-realisedcomponentsoffairvaluemovementofinvestmentpropertyand
taxexpense.EYreviewhalfyearresultsandauditsfullyearresults.Refertoslide2forfurther
informationonunderlyingprofit
IFRS profit (NZ$m)1H18*FY17*FY16*
Total revenue65.7110.586.1
Fair value movement of investment property78.3218.0143.5
Reversal of impairment on land-0.0-
Total income144.0328.5229.5
Total expenses52.988.671.1
Depreciation & amortisation2.94.63.7
Finance costs5.411.59.1
Net profit before tax82.8223.7145.6
Less income tax expense(0.8)(0.3)(0.2)
Net profit after tax82.0223.4145.5
Reconciliation of underlying profit (NZ$m)1H18*FY17*FY16*
Net profit after tax82.0223.4145.5
Less fair value movement of investment
property
(78.3)(218.0)(143.5)
Less reversal of impairment on land-(0.0)-
Add realised gain on resales14.924.915.4
Add realised development margin25.851.039.0
Add income tax expense0.80.30.2
Underlying profit45.281.756.6
Cash flows
Strong operating cash flows
Retail bond presentation
23
Significant net operating cash flows of $93m for 1H18 and $208m
for FY17
Net operating cash flows are up 23% on a cumulative average
growth rate over the last seven years**
Investing cash flows of $102m at 1H18 relative to debt of
$379m***
If investment was halted then debt levels could be paid down
within a short period of time
Dividend policy is to pay 30% to 50% of underlying profit. This has
typically been paid at the lower end of the range
Cash flows (NZ$m)1H18*FY17*FY16*
Net operating business cash
flow****
17.126.115.7
Receipts for residents' loans -
new sales
75.7181.6176.9
Net operating cash flow92.8207.7192.6
Purchase of land(2.0)(27.8)(18.5)
Construction of new IP & care
facilities
(89.1)(213.1)(168.1)
Refurb of existing IP & care
facilities
(2.6)(4.7)(3.3)
Other investing cash flows(4.1)(6.1)(5.0)
Capitalised interest paid(4.0)(5.8)(5.0)
Net investing cash flow(101.8)(257.5)(199.9)
Net proceeds from borrowings31.473.925.8
Net dividends paid(9.9)(12.3)(8.9)
Other financing cash flows(5.4)(12.9)(7.6)
Net financing cash flow16.248.79.2
*Amountsroundedtonearest$100k
**Compoundannualgrowthrate.Annualised1H18resultcomparedtoFY11
***Facevalueofdrawnbankdebtandretailbonds.Excludescapitalisedandamortisedbond
issuecosts,andfairvaluemovementonhedgedborrowings
****Netoperatingbusinesscashflowisequaltonetoperatingcashflowlessreceiptsfor
residents’loans-newsales
Balance sheet
Total assets of $2.4b with $1.4b assets available as security excluding
residents’ loans
Retail bond presentation
24
Total assets of $2.4b, principally from 23 villages Summerset has
built or is building
Net assets of $841m and retained earnings of $559m as at 30 June
2018
Total net debt of $365m as at 30 June 2018
Total current bank debt facilities of $500m
$185m of bank facilities mature in August 2020 and $315m in March
2022
Total retail bonds (SUM010) of $100m with maturity in July 2023
Residents’ loans reflect net payments by residents to occupy the
residences they live in while living in a Summerset village. Once
residents terminate their occupancy the receipts from a new resident
are used to repay the outgoing resident
Investment property is revalued on a semi-annual basis, and care
assets every three years
Balancesheet (NZ$m)1H18*FY17*FY16*
Investment property2,2412,0581,591
Other assets178.8158.2115.4
Total assets2,420
2,2161,707
Residents' loans1,037966.6801.3
Face value of bank loans &
bonds**
379.3347.8274.0
Other liabilities162.5132.685.9
Total liabilities1,5791,4471,161
Net assets***840.5
769.3545.6
Embedded value****535.4497.1322.6
NTA (cents per share)377.9347.6249.9
*Amountsroundedtonearest$100k
**Facevalueofdrawnbankdebtandretailbonds.Excludescapitalisedandamortisedbond
issuecosts,andfairvaluemovementonhedgedborrowings
***Netassetsincludessharecapital,reserves,andretainedearnings
****Embeddedvalueisthequantumofcontractuallyaccrueddeferredmanagementfeesand
otherunrealisedgainsthatwouldbereceivedincashifallSummerset’sORAswere
terminated,resoldandsettled
Offer terms and
timetable
Key terms of the offer
Retail bond presentation
26
SummaryDetail
IssuerSummerset Group Holdings Limited
Instrument
Guaranteed, secured, unsubordinated, fixed rate bonds
Bondholders share the benefit of the same security package as bank lenders. The Statutory Supervisor has first rights to the
proceeds of security enforcement against all assets of the Village Registered Companies, and the bank lenders and bondholders
share the remaining proceeds of the Village Registered Companies to which the Security Trustee is entitled on a pro rata basis
Bank lenders and bondholders have a first ranking mortgage over all land and permanent buildings owned (or leased under a
registered lease) by Guarantors that are Non-Village Registered Companies
Guarantee
Guaranteed by the Guaranteeing Group, consistent with bank lenders and existing bonds. Total assets of the Guarantorsmust be at
least 90% of Summerset Group’s assets and EBITDA of the Guarantors must be at least 90% of the EBITDA of the Summerset
Group
Tenor and Maturity Date7 years, maturing 24 September 2025
Offer AmountUpto $75,000,000, with the ability to accept oversubscriptions of up to $25,000,000 at the discretion of the Issuer
Credit ratingUnrated
Interest rate
Sum of theIssue Margin and the Base Rate, but in any case will be no less than the minimum Interest Rate. The Interest Rate will be
announced by Summerset via NZX on or shortly after the Rate Set Date
Interest paymentQuarterly inarrear in four equal payments
Early redemption
Neither Holders nor Summerset are able to redeem the Bonds before the Maturity Date.However, Summerset may be required to
repay the Bonds early if there is an Event of Default
Financial Covenant
Summerset to ensure the LVR* covenant: Total Debt of the Summerset Group / Property Value of the Summerset Group is <=50%
A reported breach of the LVR covenant on a Test Dateis an Event of Review, which if not remedied will result in an Event of Default
Dividend stopperGuarantors are not permitted to make a distribution to non-Guarantors if an Event of Review or Event of Default is continuing
Brokerage0.50% of the amount issued plus0.50%on firm allocations, paid by Summerset
Issue Price & minimum denominationsIssue priceof par $1.00. The minimum denomination is $5,000 and in multiples of $1,000 thereafter
ListingApplication has been made to NZX to quote the Bonds on the NZXDebt Market under the ticker code SUM020
*LVR=LoantoValueRatio
Key dates of the offer
Offer open 10 September to 14 September 2018
Retail bond presentation
27
Retail bond offerDate
Opening Date10September 2018
Firm bids dueFriday, 14 September 2018, 12pm
Closing Date and Rate Set Date14 September 2018
Issue Date and Allotment Date24 September 2018
Expected date of initial quotation on the NZX Debt Market25 September 2018
Interest Payment Dates24 March, 24 June, 24 September, 24 December
First Interest Payment Date24 December 2018
Maturity Date24 September 2025
Investment highlights
Retail bond presentation
28
1.
Compellingfundamentalsin the retirement village and aged care sector, driven by an ageing population
and increasing market penetration
2.
Second largest developerof new retirement units, with a successful track record of delivering new
retirement units and care beds
3.
Strong cash flow, financialperformance,and earnings growthpotential from a maturing village profile,
growing aged care contribution, development pipeline and development efficiencies
4.Strong balance sheet with quality assets and a conservative capital structure
5.
Funding is used only as working capitalto fund developments through their lifecycle, with debt repaid in
full as villages are built and sold down
6.
Industry diversification for bond holders, with Summerset being the only listed NZ retirement village
operator with bonds available for retail investors
Questions?
Retail bond presentation
29
Nelson
Manukau
Wigram
Manukau
Appendices
Board of directors
Retail bond presentation
31
■Over 30 years’
experience as a
director and investor
■Chair, WEL Group Ltd,
Tourism
Holdings Ltd, and
SKYCITY
Entertainment Group
■Director, Precinct
Properties New
Zealand Ltd
■Holds a Bachelor of
Arts with First Class
Honours in Economic
History and Political
Science and a Masters
of Philosophy in
Economics
■Chair of the
Investment Committee
of PencarrowPrivate
Equity and MMC
Limited
■Director, Vista Group
International and
Foundation Life (NZ)
■Former Country
Manager, Macquarie
Bank and former
Director, Credit Suisse
First Boston
■Holds a Bachelor of
Commerce and
Administration with
First Class Honours
and is a Chartered
Fellow of the Institute
of Directors and a
Fellow of the
Chartered Accountants
of Australia and New
Zealand
JAMES OGDENDR MARIE BISMARK
ANNE URLWIN
GRÁINNE TROUTE
DR ANDREW WONG
Independent
Chairman
Non-executive
Independent
Non-executive
Independent
Non-executive
Independent
Non-executive
Independent
Non-executive
Independent
ROB CAMPBELL
■Professional director with
experience in a diverse
range of sectors including
construction, health,
infrastructure, financial
services and
telecommunications
■Deputy Chair, Southern
Response Earthquake
Services Ltd
■Director, Steel and Tube
Holdings Ltd, Chorus Ltd,
and Tilt Renewables Ltd
■Other directorships include
City Rail Link Ltd and ANZ
Bank subsidiary OnePath
Life (NZ) Ltd
■Chartered Accountant with
experience in senior
finance management roles
in addition to her
governance roles
■Many years’ experience in
senior executive roles with
Coopers and Lybrand
(now PwC), McDonald’s
Restaurants NZ, HR
Consultancy Right
Management and most
recently as General
Manager Corporate
Services at SKYCITY
Entertainment Group
■Director, Tourism Holdings
Ltd, Evolve Education
Group Ltd, and Investore
Property Ltd
■Spent many years as a
trustee and chair in the
not-for-profit sector,
including as Chair of
Ronald McDonald House
Charities NZ for five years
■Currently Managing
Director of
MercyAscot Hospital
Group and Healthcare
Holdings Limited
■Also a director of a
number of medical
organisations. These
cover a diverse range
of areas such as
surgical hospitals, day
surgeries, diagnostic
radiology and cancer
care
■Dually trained as a
lawyer and doctor
■Divides her time
between Australia and
New Zealand
■Worked in the health
sector for many years;
her areas of expertise
include patient safety
and healthcare
complaints resolution
■Associate Professor at
the University of
Melbourne
■Director, GMHBA Health
Insuranceand Veterans’
Health Advisory Panel
Highly experienced management
Retail bond presentation
32
SCOTT SCOULLAR
FAY FRENCH
PAUL MORRIS
AARON SMAIL
DEAN TALLENTIRE
Chief Executive
Officer
Deputy Chief Executive
Officer and Chief
Financial Officer
General
Manager Sales
General Manager
Development
Australia
General
Manager
Development
General
Manager
Construction
JULIAN COOK
ELEANOR YOUNG
General Manager
Operations and
Customer Experience
■Overall responsibility
for the company, its
operations and
strategy
■In his previous role as
Chief Financial Officer,
Julian oversaw
Summerset as it
became a publicly
listed company, first on
the NZX in November
2011, and then the
Australian Securities
Exchange (ASX) in
July 2013
■Prior to joining
Summerset, Julian
spent 11 years in the
investment sector,
which included a
significant amount of
work with retirement
village and aged-care
companies
■Overall responsibility for
the financial management
of the company
■Also leads the Corporate
Services area at
Summerset which
includes the Finance,
Legal, Human Resources,
Property, Marketing and IT
teams
■Before joining the
company in 2014, Scott
held CFO roles at Housing
New Zealand and Inland
Revenue
■Recipient of NZICA’s
Public Sector CFO of the
Year Award 2011
■Special commendation at
the 2012 New Zealand
CFO Summit Awards
■Fellow of CPA Australia
and a CPA New Zealand
Council Board member
■Leads our national
sales team
■Fay has a breadth of
experience across
sales, hospitality and
the health sector
■Prior to joining
Summerset in 2015,
she held a sales
leadership role at a
leading New Zealand
e-commerce platform
where she was
responsible for
leading a team of
business
development
managers
■A registered nurse,
Fay has worked in
various nursing roles
and medical sales for
Roche
Pharmaceuticals
■Leads Summerset’s
investigation of
development
opportunities in the
Australian market
■Paul has been with
Summerset since
early 2000
■Commenced in the
GM Development
Australia role in
2018 having
previously been GM
Development New
Zealand since 2003
■Leads
Summerset’s
development team
in New Zealand,
which covers
identifying and
purchasing new
sites, project
feasibilities,
consents, master
planning and
design standards
for villages
■Previous roles in
his 25+ years of
property and
development
experience include
senior positions at
Todd Property
Group and Kiwi
Property
■Aaron has been
with Summerset
since 2015
■Dean is in his 4th year
with Summerset and
leads the construction
team
■Responsibility includes
design management,
building consenting,
tenders, commercial
management, project
delivery teams, quality
assurance and
supporting teams
■He has extensive
experience across
property, development
and construction with
over 20 years experience
in both the UK and New
Zealand
■Prior to joining
Summerset Dean had 14
years at Fletcher Building
within commercial and
residential markets
across public and private
sectors
■Oversees the
operational performance
across all Summerset
villages ensuring
Summerset residents
receive the highest-
quality service and care
■Joined Summerset in
2016
■Eleanor has held senior
roles in Inland Revenue,
including four years as
the Group Manager of
Customer Services,
managing services to
customers with around
2,000 staff
■Background in Human
Resources within both
the public and private
sector working in
managerial roles for the
Ministry of Social
Development, Mighty
River Power, and Air
New Zealand
Demographics –market share
Aged care and retirement village market share
Retail bond presentation
33
Summerset9%
Ryman17%
Metlifecare12%
Arvida5%
Bupa4%
Oceania4%
Other operators
48%
Market share -retirement units
Source: CBRE as at May 2018
Summerset2%
Bupa10%
Ryman9%
Oceania7%
Arvida5%
Metlifecare1%
Other operators
66%
Market share -care beds
Demographics -population
Retail bond presentation
34
Population over 75 years forecast to grow 245% from 2018 to 2068
0
5,000
10,000
15,000
20,000
25,000
1997-20022002-20072007-20122012-20172017-20222022-20272027-20322032-20372037-20422042-20472047-20522052-20572057-20622062-2067
Per annum population growth 75 years and over
Source: Statistics New Zealand –National Population Projections
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
199720022007201220172022202720322037204220472052205720622067
Population growth 75 years and over
NZ population 75+ (left hand axis)% population 75+ (right hand axis)
ORA overview
Retail bond presentation
35
How an occupation right agreement (ORA) works
Residents moving into a retirement village enter into an ORA
An ORA grants the resident the right to occupy a retirement unit in
exchange for a lump sum payment to the operator (residents’
loans on the balance sheet)
Legal ownership of the retirement unit remains with the retirement
village operator
A deferred management fee (DMF) is accrued over a resident’s
tenure and realised on the resale of their ORA. For Summerset,
this is typically a maximum of 25% of the ORA price
When Summerset sells an ORA on a retirement unit previously
occupied, the lump sum payment from the previous resident, less
the DMF, is repaid to the previous resident using proceeds from
the incoming resident
* This is an illustrative example of a $400k ORA with a 25% deferred management fee charge and
a duration of 7 years. The example assumes 2.5% nominal growth per annum in the market price
of the ORA and is shown for illustrative purposes only
0
100
200
300
400
500
Year 0Year 1Year 2Year 3Year 4Year 5Year 6Year 7Year 7
Cash flows ($000)
How an Occupation Right Agreement works:
Example of a single retirement unit over one ownership cycle*
400
475
475
e.g. 2.5%
(nominal) p.a.
ORA purchase price
Gain on
resale
DMF
Returned
to
resident
Portfolio as at 30 June 2018
3,443 retirement units and 858 care beds
Retail bond presentation
36
Existing portfolio -as at 30 June 2018
VillageVillasApartmentsServiced apartmentsMemory care apartments
Total
retirement units
Total
care beds
Ellerslie342357-11458
Hobsonville1153729-18152
Karaka143-59-20250
Manukau896727-18354
Warkworth164244-21041
Auckland545129216-890255
Hamilton183-50-23349
Rototuna14---14-
Taupo943418-146-
Waikato2913468-39349
Katikati140-20-16049
Bay of Plenty140-20-16049
Hastings1465--151-
Havelock North9428--12245
Napier942620-14048
Hawke's Bay3345920-41393
New Plymouth108-40-14852
Taranaki108-40-14852
Levin6422-109641
Palmerston North9012--10244
Wanganui701812-10037
Manawatu-Wanganui224521210298122
Aotea963338-167-
Paraparaumu9222--11444
Trentham2311220-26344
Wellington4196758-54488
Nelson214-55-26959
Nelson-Tasman214-55-26959
Casebrook31---31-
Wigram143-53-19649
Christchurch174-53-22749
Dunedin612020-10142
Otago612020-10142
Total2,510361562103,443858
Land bank as at 30 June 2018*
Land bank* of 3,333 retirement units and 368 care beds
Retail bond presentation
37
* Land bank reflects current intentions as at June 2018 and includes acquisition of new land in New Plymouth post 30 June 2018 half year balance date
Land bank -as at 30 June 2018*
VillageVillasApartments
Serviced & memory care
apartments
Total
retirement units
Total
care beds
Ellerslie819602040
Hobsonville103623690
Karaka3900390
Parnell02647634048
St Johns02367631232
Warkworth3800380
Auckland957321751,00280
Rototuna17407625043
Waikato17407625043
Katikati1600160
Bay of Plenty1600160
Te Awa25207632843
Hawke's Bay25207632843
New Plymouth21607629243
Taranaki21607629243
Kenepuru1009310629943
Lower Hutt421096621730
Trentham0020200
Wellington14220219253673
Richmond23407631043
Nelson23407631043
Avonhead156129826643
Casebrook229127631743
Wigram1600160
Christchurch4012417459986
Total1,5309588453,333411
7year metrics summary
Retail bond presentation
38
*Compoundannualgrowthrate.Annualised1H18resultcomparedtoFY11
**Refertoslide2forfurtherinformationonunderlyingprofit
Underlying profit 7 year CAGR of 41%
Half Year Results7 Year CAGR*1H182H171H172H161H162H151H15FY11
Operational
New sales of occupation rights15%145203179231183173160108
Resales of occupation rights14%154156144121123135110123
Total sales15%299359323352306308270231
New retirement units delivered15%165279171219190162141122
Retirement units in portfolio14%3,4433,2782,99928282609241922571,486
Care beds in portfolio16%858806748748621616523327
Financial (NZ$m)
Total revenue ($m)21%65.759.850.746.040.036.232.633.7
Net profit after tax ($m)68%82.0133.290.394.950.648.535.74.3
Underlying profit** ($m)41%45.246.035.731.924.720.717.18.1
Net operating cash flow ($m)23%92.8121.386.4108.284.476.763.643.7
Total assets ($m)22%2,419.62,216.31,932.11,706.81,521.41,363.51,161.3616.9
Total equity ($m)20%840.5769.3627.6545.6448.7409.8363.7233.4
Interest bearing loans and borrowings ($m)28%379.7347.2315.3274.0262.7248.2160.969.1
Cash and cash equivalents ($m)7%14.77.613.18.79.46.76.59.0
Gearing ratio (Net D/ Net D+E)6%30.3%30.7%32.5%32.7%36.1%37.1%29.8%20.5%
EPS (cents) (IFRS profit)63%37.2260.8641.3743.623.322.416.52.39
NTA (cents)19%377.85347.56285.72249.9206.1188.5167.5109.33
Development margin (%)27%33.0%26.9%28.0%23.6%20.3%21.4%18.4%6.2%
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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