Summerset Group Holdings Limited logo

Summerset Launches Fixed Rate Retail Bond Offer

Debt Issuance9 September 2018SUMHealthcare

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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