Bond Offer – Interest Rate Set & Oversubscription Upsize

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

14 SEPTEMBER 2018

SUMMERSET BOND OFFER – INTEREST RATE SET & OVERSUBSCRIPTION
UPSIZE

Summerset Group Holdings Limited (Summerset) today announced that, following the successful
book-build for its offer of seven year fixed rate bonds, and having consulted with the Joint Lead
Managers, it has decided to increase the level of oversubscriptions to NZ$50 million (from NZ$25
million). NZ$125 million of bonds have been allocated to New Zealand institutional and retail
investors who participated in the book-build process. This includes oversubscriptions of NZ$50
million, being an oversubscription of 66.7%.

Summerset Chairman Rob Campbell said he was pleased with the strong support for Summerset’s
transaction and that Summerset has been able to provide New Zealand investors with retail bond
exposure to the retirement village and aged care sector.

The margin for the bonds has been set at 1.65% per annum and the interest rate has been set at
4.20% per annum. All of the bonds have been allocated to intermediaries for distribution to their
clients and there will be no public pool available.

The bonds will be issued on 24 September 2018 and will mature on 24 September 2025. The
bonds are expected to be quoted on the NZX Debt Market under the ticker code SUM020.

The full details of the offer are contained in the final Terms Sheet which is attached.

For further information please contact:

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.

---

Final Terms Sheet
Summerset Group Holdings Limited
14 September 2018
Joint Lead
Managers:

2Final Terms Sheet
Summerset Group Holdings Limited
Final Terms Sheet
This Final Terms Sheet sets out the key terms of the offer (“Offer”) by Summerset Group Holdings Limited
(“Summerset”) of $125,000,000 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 (as amended on 14 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 Final 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 Final 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.

3Final 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

4Final 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
$125,000,000
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
4.20% per annum, being the sum of the Issue Margin and the Base Rate.
Issue Margin
1.65% per annum

5Final Terms Sheet
Summerset Group Holdings Limited
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
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.

6Final Terms Sheet
Summerset Group Holdings Limited
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 Final Terms Sheet have been duly complied with.
However, NZX accepts no responsibility for any statement in this Final 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 Final Terms Sheet.
This Final 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 Final Terms Sheet.
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 Final 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.

7Final 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 Final 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 Final 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