Oceania Healthcare Limited logo

UBS Equities Conference Investor Presentation

Investor Presentation11 November 2018OCAHealthcare

Introduction to Oceania

1
This document provides some background information on Oceania and the New Zealand aged care industry to

assist investors.

It should be read in conjunction with Oceania's annual reports and financial statements.

Further information is available on our website at www.oceaniahealthcare.co.nz

Please contact Matthew Ward (Chief Financial Officer ) or Craig Mathews (Corporate Development Manager) with

any information requests

Purpose of Document

22
01Oceania at a Glance03

02Board and Management Team11

03Industry and Regulation16

04Overview of Business Model24

05Key Developments31

Contents

3
STRICTLY CONFIDENTIAL

Oceania at a Glance

S E C T I O N 1

1

4
Occupation Right Agreement (ORA)

3 YEAR DEFERRED MGMT FEE (DMF)

Government

Funded

Premium

Charge

DAILY RATE

We are a “care focused” operator and developer of aged care facilities and retirement villages in New Zealand

Oceania by numbers

Formed In

2005

AGED CARE

“Care”

Assisted Living Services (ALS)

2,604

BEDS

2

Operating

segments

RETIREMENT VILLAGE

“Village”

Independent Living Units (ILU)

1,089

UNITS

Care

Suites

PAC

Beds

NEW

ZEALAND

based

Standard

Beds

Villas

Apartments

Non-operating

development

sites

DEVELOPMENT PIPELINE

at FYE2018

2,129

BEDS & UNITS

BUILD RATE

250+ p.a.

completed to

FY2021

300+ p.a.

completed

FY2022-24

43

Operating

Facilities

BROWN

FIELDS

Developer

+3

5

Sites under

development

at FYE2018

5
CAREVILLAGEOCEANIA

Assisted LivingIndependent

Care BedsCare Suites

3

UnitsTotal

North Island

1,7272207842,731

South Island

537120305962

Total Existing

1

2,2643401,089

3,693

DevelopmentPipeline

3

08671,262

2,129

Less Decommissions

(497)(43)(108)(648)

Care Suite Conversions

(194)156(15)(53)

Net DevelopmentPipeline

2

(691)9801,1391,428

Total Post Development

4

1,5731,3442,2255,121

Current & future portfolio composition –Remaining “needs” focused

We are a “care focused” operator and developer of aged care facilities and retirement villages in New Zealand

Oceania’s portfolio

1.Comprising 43 operating facilities and 3 undeveloped sites. Facility numbers as at 31 October 2018.

2.Current and planned developments

3.Includes 523care studios which may be initially sold with a PAC, and may subsequently be sold under an ORA

Oceania’s site locations

Hawke’s Bay

Auckland

Hamilton

Tauranga

Wellington

Nelson

Christchurch

Locations with

Development Land Bank

Locations with No

Development Land Bank

43

Operating

Facilities

+3

Non operating

development

sites

6
Oceania is recognised as a high quality provider of Aged Care services in New Zealand, and its offering includes both

standalone and integrated facilities

Oceania’s offering

Retirement VillageAged Care

Units

Overview

“Annuity”

earnings

Growth

Residential Aged Care including rest home, hospitaland

dementia level healthcare

Dedicated clinical healthcareteam delivering strong clinical

care and governance

Independent living in Apartment and Villa accommodation,

predominantly in close proximity toAged Care facilities

High proportion of new facilities are located in prime urban

locations across New Zealand

Governmentcare feeproviding 80% of income, supplemented

by premium accommodation charges (PACs)

ORA provides attractive funding model (effectively recycles

capital), with annuity-like DMF revenue recurring throughout

assets’ lifecycle

Resale gains from existing Care Suites and growth in PACs

Gross development pipeline of ~900Care Suites / Beds, with over

500 consented / under construction

Resale gains from existing Units

Gross development pipeline of over 1,200 Units, with over 800

consented / under construction

Care bedsCare suites

7
DEVELOPMENT

AGED CARE

Our strength is our care focus and this will continue to differentiate Oceania moving forward

Our key business strengths

1

Recognised leaderin

clinical care

Attractive

demographic trends

and industry structure

–especially in the

care segment

Highly cashflow and

value accretive

brownfield development

projects in key urban

locations

Establishedcorporate

platformwith strong

governance

Clear growth strategy

in aged care

2

4

Growing development

track recordand

capability

3

5

6

CORPORATE & GOVERNANCE

8
Our business model supports a combination of dividend yield with long term growth

Oceania’s investment proposition

Total dividend of 4.70 cps for FY2018 –

4.20% yield (gross)based share price of

$1.12 (13 July 2018)

Robust cash generation from:

―stable “needs-based” care service (80%

sourced from government)

―“annuity-like” DMF earnings from

mature village portfolio.

Increase in portfoliofrom

~4,000 to 5,400 units as brownfields

sites redeveloped over

approximately 7 years

Transformation of care portfolio

through premium chargingand

care suitemodel (change from 34%

of beds to 62%) over this period

Development cashflowsfrom

existing brownfields landbank -61%

already consented

Trail incomefrom care earnings and

DMFfrom developments

YieldGrowth

9
We exceeded the IPO Forecasts for FY2018, increased earnings by over 50%, and continued to execute our key

developments and operational initiatives.

FY2018 Operational highlights

Aged Care Strategy & Operations

Development Pipeline

Operational excellence and clear growth

strategy in aged care

●Supreme Winner Overall Excellence in Care Award

for the third consecutive year for innovative “I Love

Music” programme

●Continued strong MoHaudit results with 28% of

facilities at 4 years, all others at 3 years (up from 20%

at 4 years as at May-17)

2015, 2016 & 2017

Development pipeline enhanced and

current projects on track

131451

Units & care

suites

completed on

time and on

cost during

FY2018

Units & care

suites under

construction at

FYE2018 in

Auckland,

Hamilton,

Tauranga &

Nelson

272

On track to be

delivered in

FY2019

2,129

Total

development

pipeline units

and care suites

at FYE2018

30%

Above pipeline at

IPO

61%

of pipeline

consented

10
Reported NPAT and Underlying NPAT were ahead of FY2017 and the IPO Forecasts. Total assets as at FYE2018

approximately $1.15b

FY2018 Financial highlights

Reported NPAT

NZ$m

Total Assets

NZ$b

Operating Revenue

NZ$m

Underlying NPAT

1

NZ$m

48.7

44.9

53.1

77.0

FY2016FY2017FY2018 (F)FY2018

0.8

0.9

1.0

1.1

FY2016FY2017FY2018 (F)FY2018

34.0

1

51.4

52.1

FY2016FY2017FY2018 (F)FY2018

1. Underlying Net Profit After Tax includes pro forma adjustments in FY2017. Pro forma Underlying Net Profit After Tax for FY2016 was not included in the Product Disclosure Statement dated 31 March 2017 for the

Initial Public Offering because of the different capital structure in place before the Initial Public Offering

n/a

1

173.6

174.8

175.3

184.0

FY2016FY2017FY2018 (F)FY2018

11
STRICTLY CONFIDENTIAL

Oceania’s Board and Management Team

S E C T I O N 2

3

The Sands, Auckland

2

The Sands, Auckland

12
Directors

Elizabeth Coutts

Chair and

Independent Director

BMS, FCA

Liz Coutts has been a Director of Oceania since 5 November 2014 and was

appointed Chair in 2014. Liz is also the Chair of Ports of Auckland Limited and

SkellerupHoldings Limited, and a director of EBOS Group Limited.

Liz is President of the Institute of Directors NZ Inc. and a Fellow of Chartered

Accountants Australia and New Zealand. She was made an Officer of the New

Zealand Order of Merit in 2016.

Liz has previously been Chief Executive of Caxton Group, Chairman of Meritec

Group Limited, Industrial Research Limited and Life Pharmacy Limited, Deputy

Chairman of Public Trust, and a Commissioner of both the Commerce Commission

and Earthquake Commission. She has been a Director of Sanford Limited,

RavensdownFertiliser Cooperative, the Health Funding Authority, PHARMAC, Air

New Zealand, Sport and Recreation New Zealand and Trust Bank New Zealand,

and a member of both the Financial Reporting Standards Board of the New

Zealand Institute of Chartered Accountants and the Monetary Policy Committee of

the Reserve Bank of New Zealand.

Liz is a member of the Audit Committee, the Remuneration Committee and the

Clinical and Health & Safety Committee.

Alan Isaac

Independent Director

BCA, FCA,

FICS

Alan Isaac has been a Director of

Oceania since 1 October 2015.Alan is a

professional director with extensive

experience in accounting, finance and

governance. He is currently Vice

President of the Institute of Directors NZ

Inc and is Chairman of McGrath Nicol &

Partners and New Zealand Community

Trust.He is also a former President of the

International Cricket Council. Alan is a

Director of Scales Corporation Limited

and SkellerupHoldings Limited. He is also

a Board member of the Wellington Free

Ambulance.

Alan is a former national Chairman of

KPMG, and was made a Companion of

the New Zealand Order of Merit (CNZM)

in 2013.He is a Fellow of Chartered

Accountants Australia and New

Zealand.

Alan is Chair of the Audit Committee

and is a member of the Remuneration

Committee.

Kerry Prendergast

Independent Director

MBA (VUW),

NZRN, NZM

Kerry Prendergast has been a Director of

Oceania since 22 December 2016. Kerry

is a professional director. She was Mayor

of Wellington (2001-2010) and is currently

a director on the boards of Compass

Health and Wellington Free Ambulance,

and is the Chair of Tourism New Zealand,

the Environmental Protection Authority

and the NZ Film Commission.

For 25 years Kerry was an independent

midwife after training as a general

nursein 1970, and consequently gaining

a Diploma in Intensive Care.

Kerry was made a Companion of the

New Zealand Order of Merit (CNZM) in

2011.

Kerry is Chair of the Clinical and Health

& Safety Committee.

13
Directors

Hugh FitzSimons

Non-Executive Director

BEc

LLB (Hons)

(Syd)

Hugh FitzSimonshas been a

Director of Oceania since 25

October 2012. Hugh is a Division

Director in the MIRA business. Hugh

has worked with MIRA for 14 years

in Sydney and New York, prior to

which he worked at Allensfor three

years. Hugh is currently a Director

of Hobart Airport and Genesee &

Wyoming Australia, and was a

Director of Regis Healthcare from

2012 to 2013. He has also been on

the board of several MIRA

investments in the transport sector

in the USA and is a member of the

NSW Law Society.

Hugh is a member of the

Remuneration Committee and is a

member of the Audit Committee.

Gregory Tomlinson

Non-Executive Director

AME

Greg Tomlinson has been a

Director of Oceania since 23 March

2018.Greg is a Christchurch

domiciled businessman and

investor with experience in a

variety of New Zealand industries.

One of the original pioneers of the

aquaculture industry in

Marlborough, he has also

established construction and aged

care businesses.

Greg established Qualcarebefore

it was sold into the Oceania Group

in early 2008 and he was a director

of Oceania Healthcare from 2008

until 2016.Greg holds directorships

on the boards of a number of New

Zealand based companies and is

currently a director of Heartland

Bank Limited.

Sally Evans

Independent Director

BHSc, MSc,

FAICD, GAIST

Sally Evans has been a Director of

Oceania since 23 March 2018. Sally has

over 30 years’ experience in the private,

government and social enterprise sectors

in Australia, New Zealand, the United

Kingdom and Hong Kong.

Sally currently chairs the social enterprise

LifeCircleand is a Non-Executive Director

of ASX-listed Gateway Lifestyle

Operations Limited. She has previously

held Directorships on the boards of Opal

Specialist Aged Care and Blue Cross

Aged Care, was an inaugural member of

the Australian Federal Government’s

Aged Care Financing Authority and held

executive roles as Healthcare Director at

the FTSE Compass Group plc and Head of

Aged Care at AMP Capital.

Sally is chair of the Remuneration

Committee and a member of the Clinical

and Health & Safety Committee.

Patrick McCawe

Non-Executive Director

BCA (Hons),

MBA, CA

Patrick McCawehas been a

Director of Oceania since 16

February 2017. Patrick is a Division

Director in the MIRA business based

in Sydney and joined the

Macquarie Group in 1996.

Patrick has 36 years’ experience

across corporate treasury,

investment banking and

infrastructure funds management.

Patrick was Head of Investment

Banking at Macquarie New

Zealand from 2002 to 2006 and was

a Director of Metlifecare Limited

from 2005 to 2007. He has also

been a Director of several MIRA-

managed companies in Australia

and Asia and is a member of

Chartered Accountants Australia

and New Zealand.

14
Executive management team

Earl Gasparich

Chief Executive Officer

BCom, LLB (Hons),

FCA (Chartered Accountants New Zealand & Australia)

Earl joined Oceania as CEO in 2014 andhas previous experience in the

retirement village sector in the role of Chief Financial Officer of Qualcare.

Over the past 15 years, Earl has held three executive management

positions in service-based companies and has a proven track record of

creating stakeholder value through leadership, cultural change, and

sustained growth underpinned by a very strongwork ethic.

Earl is a qualified Lawyer and Chartered Accountant, and was awarded

Fellowship status from the New Zealand Institute of Chartered Accountants

in 2014. He also volunteers on the Boards of a number of charities,

providing necessary governance and a significant contribution to the

strategic direction of organisations involved in the provision of community

services.

Matt Ward

Chief Financial Officer

BCom, LLB,

CFA

Charterholder

Matt was appointed Chief

Financial Officer in 2009 and has

over 12 years of experience in the

aged care and retirement industry.

Prior to joining Oceania, Matt spent

three years working in the MIRA

team dedicatedto Oceania that

completed the various mergers

and acquisitions that formed

Oceania. Matt also had prior

banking and legal roles atANZ

Bank and Buddle Findlay.

The Executive Management Team has 75years of combined aged care experience

Jill Birch

General Manager Sales, Marketing

and Villages

BMS

Jill Birch joined Oceania in

February 2014. She has 25 years

marketing, sales and general

management experience

working with brands such as

KFC, DB Breweries and Sky City

Entertainment Group. Jill

played a key directional role in

the development of large

projects (including the building

of the Grand Hotel and

Convention Centre in

Auckland) during her ten years

at Sky City.

15
Executive management team

Barbara Sangster

General Manager Nursing & Risk

DipNursing

Barbara was appointed as General

Manager Aged Care in 2012,

following over three years leading

the Clinical and Quality team at

Oceania. Barbara is a Registered

Nurse with over 25 years nursing

and management experience in

the public sector (Counties

Manukau DHB) and aged care

sector.

Our strength is our care focus and this will continue to differentiate Oceania moving forward

Mark Stockton

General Manager Property

MCIOB,

NZIOB

Mark was appointed as General

Manager Property in 2014. He has

over 30 years of construction

project and development

management experience, was

previouslyGM Development for

Qualcareand has been involved in

the aged care sector since 2005.

Mark is a member of the Chartered

Institute of Building in the UK, a

member of theNew Zealand

Institute of Building and a Licensed

Building Practitioner.

Anna Thorburn

General Counsel & Company

Secretary

BA, LLB (Hons)

Anna joined Oceania in 2012. She

has over 15 years legal experience

and previously worked as a senior

solicitor at Russell McVeaghwhere

she was involved in the acquisition

of the businesses that subsequently

formed Oceania.

16
STRICTLY CONFIDENTIAL

Aged Care Industry in New Zealand

S E C T I O N 3

3

17
1. Statistics New Zealand population forecasts as at March 2017.

Demand for aged care is set to more than double in the next 20 years

Estimated population growth

1

489,800

227,800

-

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

1995200020052010201520192024202920342039

Population

Aged 85+

Aged care –attractive demographics

New Zealand

Population Aged 85+

New Zealand

Population Aged 75 to 84

18
1. Ministry of Health & Statistics New Zealand Data

In the last 12 years the number of facilities has reducedby 103 and only 3,155 beds have been added

New Zealand aged care places vs 80+ population growth

1

Population

Aged 75 to 84

Population

Aged 85+

Low net build rate of care beds

●Recent growth in the 80+ age group has

seen an increase in demand for both

residential aged care and home care

●The past 12 years has only seen net new

build of 3,155 beds as new builds are

offset by obsolete beds leaving the

market

●This low growth in supply of beds has been

supplemented by 2,700 serviced

apartments which generally do not

provide hospital or dementia level care

and/or are being occupied by

independent living residents

●Over 30% of NZ’s aged care stock is

estimated to be over 35 years old and not

suitable for hospital and dementia care

Aged care supply –not keeping up with

population growth

128

171

100

110

120

130

140

150

160

170

180

30

32

34

36

38

40

42

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

Population 80+ (000s)

Total Care Places (000s)

Beds (LHS)

Serviced Apartments (LHS)

Population 80+(RHS)

32.8

38.7

19
Listed operators are only building approximately 800-900 beds per annum c.f the 1,500 beds required per annum

Annual build rates of aged care vs forecast demand

1

Population

Aged 75 to 84

Population

Aged 85+

Shortage looming in quality premium care beds and

hospital and dementia level care

●The number of aged care residents is expected to

double in the next 15 years –translating to 1,500 new

beds per annum required to meet this demand

2

●Listed operators are only expected to deliver 780 -925

beds p.a (including serviced apartments) meaning that

~40% –50% of the required demand is not satisfied

●Without additional capacity we expect increased

occupancy in the medium term for hospital and

dementia beds catering for subsidised residents

Aged care demand –outstripping supply

1. Estimates taken from company reports. 2. DHB shared services 2017 ARC demand planner. The 1,500 is net of any obsolete beds exiting the market

BedsServiced AptsTotal

Oceania75 -100-75 -100

Ryman225 –250160 -180385 -430

Summerset70 -80100 -120170 -200

Metlifecare50 -75-50 -75

Arvida40 -5060 -70100 -120

Total Listed780 -925

Gap to required supply720 -575

Total1,500

1,500

New beds

requiredp.a. to

meet NZ

demand

800 -900

New beds

deliveredby

listed operators

p.a.

600 -700

Shortfall of new

beds required

to meet

demand

20
While returns from traditionally-funded aged care beds are insufficient to incentivise new builds, the MoH has supported

innovation in the sector -specifically the introduction of private charging

Population

Aged 75 to 84

●NZ funding model has historically not reflected the capital

costs of proving accommodation

●Aged-care rooms were as small as 14m

2

with no ensuites

●Average industry earnings per bed of $10,000 per bed only

provides returns of ~5% on the cost of rebuilding facilities

●The industry has innovated to meet the required capacity and

provide a suitable premium product

●These innovations are well-accepted by regulators and

embedded in industry contracts

●Private charges enable beds to generate the returns required

to justify the investment in new build

●Strong similarities to Australian funding model with comparably

less regulatory uncertainty

Stable regulatory framework in NZ

21
Relative level of funding may provide upside for New Zealand Aged Care providers

1. Of residents who pay the full or partial cost of their accommodation. Excludes residents paying a combination of RAD / DAP. 2. ACFA Report on the Funding and Financing of the Aged Care Industry –31

July 2016, Australian Government, Department of Health and Ageing. 3. “Aged Residential Care Services Review” Grant ThorntonSeptember 2014

Comparison with Aged Care in Australia

•Average industry EBITDAR

3

per:

̶Rest home bed = $6,073

̶Hospital bed = $9,475

̶Dementia bed = $9,076

•Comprises Government subsidy, resident fees and PACs

•Average industry EBITDA per bed A$10k

2

.

•Comprises Government subsidy, resident daily charges, premium charges

and accommodation charges

•Excludes RADs which average A$377k

2

.

Funding Sources

•Operational funding for care services including a Government residential care

subsidy, resident funded care fees and PACs

•DMF –residents contribute capital via an occupancy advance (Care Suites)

Funding by service type

•Clinical care –predominantly Government

•Daily living services –predominantly Government

•Accommodation –predominantly Government

•Extra / Premium services -residents

Funding Sources

•Operational funding for care services including Government funding,

Government regulated resident contributions and daily accommodation

payments

•RAD (capital funding). Percentage of Japara, Regis and Estia’sportfolio

paying their accommodation via RAD in FY16 was 60%, 45%, and 76%

respectively

1

•The overall pool of accommodation bonds / RADs held in the industry

increased from A$4.3bn in 2004/2005 to A$21.9bn in December 2015

2

Funding by service type

•Clinical care –predominantly Government

•Daily living services –residents

•Accommodation –residents (if they have the means)

•Extra / Premium services -residents

•Three key segments of care; rest home, hospital and dementia

•DHBspay a subsidy to Aged Care providers based on patients care segment

•Government contribution depends on level of care required and is

determined using the Aged Care Funding Instrument

•Funding based on level of care required under three criteria; Activities of

Daily Living (‘ADL’), Behaviour, and Complex Health Care (‘CHC’)

New Zealand

Australia

Levels

of care

Funding model

Funding

level

22
-

2.0

4.0

6.0

8.0

20152016201720182019202020212022

Govt. funded bed days (m)

DementiaHospitalResthome

158

160

162

164

166

168

170

172

174

Jul-15Sep-15Nov-15Jan-16Mar-16May-16Jul-16Sep-16

ACFI daily average funding per

person A$AUD

1. Between 2015-16 and 2016-17 budgets. 2. Australian Government Mid-Year Economic and Fiscal Outlook 2016-17. 3. ACFI Monitoring Reports. 4. New Zealand Aged Care Association: Aged Care Demand

Model 2017 Update. 5. NZ Treasury projections.

ACFI expenditure actual v projected

3

Australia

Australian reform has been caused by matters specific to the ACFI framework, while the New Zealand funding regime is

expected to remain stable

Regulatory overview

•The New Zealand system does not have the same “individual

scoring matrix” concept, and therefore the system is less

vulnerable to unanticipated growth in funding claims

•The Government continues to be supportive of the private

Aged Care sector, recognising the increasing need for supply

and putting in place Healthy Ageing Strategy in 2016

•Government funded bed days for dementia, hospital and rest

home care are expected to increase by 31%, 26% and 23%

respectively from 2016 to 2022

4

•Funding for Aged Care residents in Australia vary from person to

person depending on their individual needs as determined by the

Aged Care Funding Instrument (ACFI) scoring matrix

•Due to much higher than anticipated growth in funding claims,

the Government increased the estimate of its expenditure on

residential aged care by a combined total of AU$3.8 billion to

2019-20

1

•In response to this much higher than anticipated growth in ACFI

expenditure, the Government announced a range of measures in

the 2016-17 Budget to mitigate this growth and bring it back to

more sustainable levels over a 10-year period

Growth in Funded bed days

4

3.6% budgeted

increase

New Zealand

Forecast

+31%

+26%

+23%

23
Significant increase in demand expected for RV and aged care services

Growth in Retirement Village demand

Population

Aged 75 to 84

Population

Aged 85+

Source: CBRE, 2017

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

20112012201320142015201620172018201920202021202220232024202520262027202820292030

Forecast Unit Demand

Average ~1,400 p.a.

Average ~3,000 p.a.

Forecast

Ave per annum demand is 2,200.

CBRE estimates that there are 18,000 units in developers' pipelines, the highest number ever recorded and equivalent to 51 per cent of

existing stock.

24
STRICTLY CONFIDENTIAL

Oceania’s Business Model

S E C T I O N 4

4

Meadowbank Village, Auckland

25
7%

20%

35%

50%

63.8%

1%

0.3%

8.5%

11%

12%

19%

19%

82%

68%

45%

30%

27.7%

Metlifecare

Summerset

Ryman

Arvida

Oceania

Care BedsCare SuitesServiced UnitsIndependent Units

Source: Results presentations of other operators

Comparison to other listed New Zealand operators

Our focus is aged care with a growing retirement village business

Oceania’s strategic positioning

FUTUREportfolio compositionEXISTINGportfolio composition

11%

17%

33%

47%

34.2%

0%

5%

24.4%

8%

16%

19%

18%

81%

67%

48%

30%

41.4%

26
1. Please note graphs are illustrative only. X axis represents assumed tenure in years.2. On most Oceania contracts.


Predominantly government-funded daily care fees


Resident funded PACs for superior rooms


Consistent cash flow stream

Oceania has revenue diversity arising from occupancy-based fees in aged care/care suites, property-linked income in

units/care suites, and development gains on new builds

Oceania business model

Retirement Village Units

1


Up-front ORA cash flow from resale of ORA unit


Oceania is entitled to any capital gains on resale to the

new incoming resident

2


DMF of 10% of entry price per annum for up to three years

2

which is netted off against resale proceeds returned to the

resident at the end of the contract


Residents also pay weekly fees which cover village rates,

insurance and ongoing maintenance

New

resident

1234567

Deferred Management Fee accrued

DMF:10% of entry price per

annum for up to 3 years

Resale

proceedsto

resident

DMF realised

Capital gains

New

resident

DHB assessors determine the

eligibility of individuals to

receive DHB contributions

District Health Board

(‘DHB’)

Resident

Premium accommodation

(above DHB standard)

$ Per day

PACs (private care payment)

Aged Care Beds

27
1. Please note graphs are illustrative only. X axis represents assumed tenure in years.2. On most Oceania contracts.

Oceania has revenue diversity arising from occupancy-based fees in aged care/care suites, property-linked income in

units/care suites, and development gains on new builds

Oceania business model

Care Suites


Combination of government funded daily care fees, DMF and

capital gains under ORA contract


DMF of 30% of entry price accrued over three years

2

which is

netted off against proceeds returned to the resident at the end

of the contract


Oceania is entitled to any capital gains on resale to the new

incoming resident

2


This will increase our earnings per bed from $13k per bed to

closer to $20k a bed (including DMFs)

Development Projects


Medium term target build rate of 250 new Units and Care Suites per annum


Target development margin of 20 -30%

New

resident

1234567

Deferred Management Fee accruedGovernment Funded Care Fee

DMF:30% of entry price

over 3 years

Capital gains

Proceedsto resident

DMF realised

New resident

28
Our Care Suite model utilises the economics of both the Aged Care and Retirement Village business models

Care Suite Model

Care Suite Resales Prices

132

163

173

156

158

188

250

1HY20121HY20131HY20141HY20151HY20161HY20171HY2018

NZD $000’s

1. Excluding common spaces

Care Suites


Premium product fully certified by the Ministry of Health for the

provision of care services up to hospital level


Typically 22-34m2 with ensuiteand modest kitchenette


All future aged care residences will be developed using the

Care Suite model, i.e. able to be sold under ORAs, with smaller

residences initially sold with PACs to accelerate facility

occupancy


Diversified revenue streams: Government funded care fee +

annuity-like DMF + realised capital gains earned under ORA


We are converting existing stock to Care Suites either by selling

ORAs over existing premium beds with minimal capex ($15-20k)

or the conversion of standard rooms ($80-100k)1 that fully

recover capex –see Woodlands example on slide 29


Significant increase in resale prices since first pioneered in NZ

29
The sale of an ORA on a care bed is essentially the capitalisation of an alternative daily PAC and

enables capital to be recycled

Care Suite Economics

Government Funding


All care beds

(standard, PAC and care

suite) receive a daily

government funded

payment

dependent upon the:


Level of care

required (hospital, rest

home or demetia); and


Assets of the resident

(i.e. means

tested)

CHARGES FOR ACCOMMODATION THAT

EXCEEDS MINIMUM STANDARD

Daily premium charge: PAC Bed

Care

Suites

PAC

Beds

Standard

Beds


Government funded daily care fee plusdaily premium

accommodation charge (PAC)

met by the resident for premium

room that exceeds minimum standard of care (i.e. larger room

with kitchenette and / or ensuiteprovided)


Similar to DAP model

in Australia

OR

ORA Contract with DMF: Care Suite


Combination

of

government funded daily care fees

,

DMF

and

capital gains

under ORA contract


Oceaniadoes

notcharge

a weekly village fee or

PAC

for care

suites (i.e.

DMF and capital gains in lieu

of daily PAC)


DMF of 30% of entry price

accrued over three years which is netted

off against proceeds returned to the resident at the end of the

contract


Oceania is entitled to any capital gains on resale

to the new

incoming resident


Similarto RAD model

in Australia

30
Woodlands Stage I involved the conversion of 7 resthomerooms into 5 care suites.

Care Suite conversion –a worked example

Woodlands Stage I conversion

299

132

132

-645

550

-800

-600

-400

-200

0

200

400

Development

cost

Sale

proceeds

Year 1

Earnings

Year 2

Earnings

Year 3

Earnings

Net

Development

Earnings

132

●Total conversion costs were $645,000

●$550,000 was received in sale proceeds for the 5 care suites

●Incremental annual earnings of $131,500 for the new 5 care

suites includes:

▬$55,000 p.a. deferred management fees; and

▬$76,500 p.a. care earnings

●The construction costs are fully repaid within 1 year post-

conversion.

●Occupancy at Woodlands has increased from ~77% prior to

Stage I conversion to ~87% post-Stage I

31
STRICTLY CONFIDENTIAL

Developments

S E C T I O N 5

35

The Sands, Artist’s impression

32
We delivered our key developments during the IPO Forecast period on time and on forecast cost

Substantial progress executing developments

Development progress in FY2018

Development completed in FY2018

25 villascompleted at Elmwood(Auckland).

10 villas at Stoke(Nelson), and4 villas at

Wharerangi(Taupo)

30 care suitesand 62 apartmentscompleted

at Meadowbank(Auckland)

1HY2019 scheduled completion

Stage 1 new care facility (81 care suites) at

The BayView(formerly Melrose) due to

complete in 1HY2019

FY2019 scheduled completion

Stage 4 at Meadowbank(34 care suites, 49

apartments) on trackfor completion in

FY2019

The Sands (44 care suites, 64 apartments)on

trackfor completion in FY2019

Platform set for future development

Development commenced in FY2018

TrevellynStage 1 (90 care suites) commenced in January 2018

and scheduled to complete in FY2020

FY2019 scheduled commencement

Green Gables (61 care suites and 28 apartments)

commenced in June 2018

WindermereStage 1 (60 care suites and 22 apartments)due to

commence 2HY2019

Stage 2 at The BayView(74 apartments) due to commence in

2HY2019

GracelandsStage 1 (18 villas) scheduled to commence in

2HY2019

Land acquired in FY2018

Further land acquiredat Waimarie Street, in St Heliers (site

increased from 8,945m2 to 13,464m2)

Additional land acquiredat Eden Village, Elmwood Village

and Lady Allum Village

131

Care suites &

units completed

in FY2018in line

with IPO

Forecast

272

Care suites &

units scheduled

for completion in

FY2019

33
We have a pipeline of 2,129 units and care suites. Of this, 1,303 units and care suites are either under construction or

consented (61% of pipeline). Details of sites under construction or consented are set out below

FACILITYLOCATIONSTATUSGROSS RESIDENCESMAY-18NOV-18MAY-19NOV-19FUTURE

MeadowbankAuckland

Stage 4Under Construction83

Stage 5Consented26

The SandsAucklandUnder Construction108

The BayViewTauranga

Stage 1Under Construction81

Stage 2-5Consented235

TrevellynHamilton

Stage 1Under Construction90

Stage 2-3Consented134

Green GablesNelsonUnder Construction89

WindermereChristchurch

Stage 1Consented82

Stage 2Consented46

Lady AllumAuckland

Stage 1Consented142

Stage 2Consented69

Stage 3Consented68

GracelandsHastings

Stage 1Consented18

Stage 2Consented15

Stage 3Consented17

TOTAL1,303

Development pipeline

34
SITE,STAGESTATUSGROSS UNITSNET UNITSNOTES

MeadowbankStage 4Under Construction8383

Expected completion May 2019

Stage 5Consented2626

Stage 6Consented3636

Consent received July 18, not included in 1,303 consented units

The Sands (formerly Maureen Plowman)Under Construction108108

Expected completion May 2019

MelroseStage 1Under Construction8181

Expected completion 2Q19

Stage 2-5Consented235126

TrevellynStage 1Under Construction9087

Construction began January 18

Stage 2-3Consented13428

Green GablesUnder Construction8989

Construction began June 18

WindermereStage 1Consented8282

Stage 2Consented4629

EdenPlanned4747

Waimarie StreetPlanned116116

Lady AllumStage 1Consented142(1)

Stage 2Consented6969

Stage 3Consented6868

GracelandsStage 1Consented1818

Stage 2Consented1515

Stage 3Consented1717

OtherHawkes BayPlanned115109

AucklandPlanned320145

NelsonPlanned11930

VariousPlanned7373

Total Consented/under construction1,303925

Total Pipeline2,1291,481

Development pipeline

35
We have a highly experienced in-house development team

with a proven track record of delivering projects on time and

budget

Our philosophy is based on “ownership” of what we do all the

way from design, master planning, consenting, design

management, procurement, construction management, quality

control and after care

Our development margins have increased over time. We are

targeting an average range of 15-25% over the entire pipeline

Units delivered and currently under construction

We have delivered, and are currently constructing, a combined total of 903 care suites and units

Track record of developments delivered

CY2018

21.2%

40.0%

38.8%

Status of Development Pipeline

Under ConstructionConsentedPlanned

826 Units&

care suites

852 Units&

care suites

451 Units&

care suites

36
Current development pipeline vs IPO development pipeline

Our development pipeline and forecast build rate has increased since IPO. We have new debt facility limits in

place to achieve this and our in-house development team has the capacity and capability to deliver

Increased pipeline and build rate

Total units

Development Pipeline at IPO1,674

Less: IPO pipeline units completed(131)

IPO pipeline net of completions1,543

Redevelopment of Auckland brownfields sites682

WaimarieStreet116

Other changes to pipeline since IPO(212)

Development Pipeline at FY20182,129

Our pipeline has increased from 1,674 units at IPO to 2,129

units at FYE2018, since IPO due to:

̶Completion of Stage 3 at Meadowbank (Stage 3) and

villas at Elmwood, Stoke and Wharerangi

̶Announcedredevelopment of Auckland brownfields sites,

including Eden and Lady Allum

̶Acquisitionof land at Waimarie Street for a new greenfields

development

̶Otherchanges including the removal from the

development pipeline of 71 units at sites that are held for

sale at FYE2018 and at Woodchester (Christchurch)

We have also increased our forecast build rate since IPO to:

̶250 units p.a. in the near term to FY2021; and

̶300+ units p.a. from FY2022 onwards

We have increased and extended the maturity of our debt

facilities to provide us with certainty and flexibility to execute

our pipeline to FY2023

Our in-house development team has the capacity and

capability to achieve this increased build rate with 451 units

and care suites currently under construction

37
Stage 3 completed in February 2018 and selling well.

Stage 4 on track for completion in May 2019

Meadowbank Village

Meadowbank

Auckland

Completed on time & under budget

Stage 3

62

Apartments

69% sold / under

application

30

Care Suites

40% occupied

Under construction with a further

Stage 4

49

Apartments

34

Care Suites

38
Construction of The Sands is on track for completion in May 2019

The Sands

The Sands

Browns Bay, Auckland

The Sands will provide

Due for completion around May 2019

●Strong inbound enquiries

●Over140 pre-qualified interested

parties

64

Apartments

44

Care Suites

39
Redevelopment of The BayViewis on track and scheduled to complete in 1HY2019 with Stage 2 commencing in 2HY2019

The BayView

The BayView

Tauranga

Under construction will

provide

Due for completion

around Oct 2018

Stage 1

Scheduled to commence in 2H2019

Stage 2

74

Apartments

Community

Centre

81

Care Suites

40
Construction of Trevellyn commenced in 2HY2018 with completion scheduled for FY2020

Trevellyn

Trevellyn

Hamilton

Currently under construction

1

will provide:

Due for completion in FY2020

1. Stage 1 site outlined in the aerial photo above

Stage 1

Scheduled to commence in FY2020

Stage 2

63

Apartments

Community

Centre

90

Care Suites

41
Redevelopment of Green Gables commenced in June 2018

Green Gables

Green Gables

Nelson

Green Gables will provide

Due for completion in FY2020

28

Apartments

61

Care Suites

42
We have significantly enlarged the development area of the Waimarie Street site in the premium suburb of St Heliers, Auckland

Waimarie Street

Waimarie St

St Heliers, Auckland

Greenfield site in the Auckland suburb

of St Heliers:

●Original land acquired was 8,945m

2

●Subsequent purchases have

increased this to 13,464m

2

and

“squared-off” the site

●Premium boutique aged care facility

and retirement village planned

(approximately 116 units and care

suites)

●Strong forecast demand in the

catchment area

●Local median house price of

approximately $1.7m

13,464m

2

Land

acquisition

116

Units & care

suites

planned

43
Additional land was acquired adjacent to the Eden Village

Eden

Eden

Auckland

Development of the site

1

will provide

●Under-croft carparks and a

community centreto supplement

the existing retirement village

facility

1. Site to be developed is shaded red within the

Eden site outline

47

Apartments

Community

Centre

44
1. Median house price calculated using data from sales within 2.0km radius of the Windermere Village, 3+ bedrooms, over 150 square meters

Stage1 development at Windermere is scheduled to commence in 2HY2019

Windermere

Windermere

Christchurch

Stage 1 development will provide

Scheduled to commence 2HY2019

●Premium suburb close to centre of

Christchurch with local median

house prices of $0.9m

1

22

Apartments

60

Care Suites

4545
Appendices

01Definition of underlying NPAT

02Pro forma adjustments

03Glossary

04Disclaimer

46
Underlying NPAT

07

Underlying Profit (or Underlying NPAT)

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

performance and is a consideration in determining dividend distributions. Underlying

profit measures require a methodology and a number of estimates to be approved by

Directors in their preparation. Both the methodology and the estimates may differ

among companies in the retirement village sector that report underlying financial

measures. Underlying profit is a measure of financial performance and does not

represent business cash flow generated during the period.

Oceania calculates Underlying Profit by making the following adjustments to Net Profit

after Tax:

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

investment property assets) and any impairment or reversal of impairment of

property, plant and equipment;

•Removing any impairment of goodwill;

•Removing any loss on disposal of chattels from the decommissioning of development

sites;

•Removing any DMF income and rental expenditure in relation to right to use

investment property assets;

•Adding back the Directors’ estimate of realised gains on resale of occupation right

agreement units and care suites ;

•Adding back the Directors’ estimate of realised development margin on first sale of

new ORA units or care suites following the development, or conversion of an existing

care bed to a care site or conversion of a rental unit to an ORA Unit; and

•Adding back the deferred taxation component of taxation expense so that only

current tax expense is reflected.

Resale Gain

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

difference between the incoming residents ORA licence payment and the ORA licence

payment previously received from the outgoing resident)is calculated as the net cash

flow received, and receivable, at the point that the ORA contract becomes

unconditional and has either ‘cooled off’ or where the resident is in occupation at

balance date.

Development Margin

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

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

the point that the ORA contract becomes unconditional and has either ‘cooled off’ or

where the resident is in occupation at balance date, less the development costs

associated with developing the ORA units and care suites.

•Construction costs directly attributable to the relevant project, including any

required infrastructure (e.g. roading) and amenities related to the units (e.g.

landscaping) as well as any demolition and site preparation costs associated with

the project. The costs are apportioned between the ORA units and care suites, in

aggregate, using estimates provided by the project quantity surveyor. The

construction costs for the individual ORA units or care suites sold are determined on a

pro-rated basis using gross floor areas of the ORA units and care suites;

•An apportionment of land valued based on the gross floor area of the ORA units and

care suites developed. The value for Brownfield development land is the estimated

fair value of land at the time a change of use occurred (from operating as a care

facility or retirement village to a development site), as assessed by an external

independent valuer. Greenfield development land is valued at historical cost; and

•Capitalised interest costs to the date of project completion apportioned using the

gross floor area of ORA units and care suites developed.

Development costs do not include:

•Construction, land (apportioned on a gross floor area basis) and interest costs

associated with common areas and amenities or any operational or administrative

areas.

The Directors’ estimate of development margin for conversions of care beds to care

suites and rental units to ORAs is calculated based on the difference between the ORA

licence payment received on the settlement of sales of newly converted ORA units and

care suites and the associated conversion costs. Conversion costs comprise:

•In the case of conversion of care beds to care suites, the actual refurbishment costs

incurred; and

•In the case of conversions of rental units to ORA units, the actual refurbishment costs

incurred and the fair value of the rental unit prior to conversion.

47
The following adjustments relate to the FY2017 year only

Pro forma adjustments

08

Transaction and offer costs

Total transaction and offer costs of $11.9m were incurred relating to joint lead manager

fees, due diligence expenses, travel expenses, advertising, printing costs, and other

costs associated with the IPO. Of these $4.4m million were expensed by Oceania in

FY2017. A pro forma adjustment has been made to remove these one-off expenses to

illustrate Oceania’s financial performance in FY2017 and prior periods on a consistent

basis.

Listed company costs

Oceania has incurred additional costs associated with the listed environment including

Directors’ fees, additional audit and tax costs, listing fees, share registry fees, investor

relations costs, company secretarial costs, and annual general meeting costs. To

ensure that the historical financial information is presented on a comparable basis, a

pro forma adjustment has been made to include estimated listed company costs

representing Oceania as if it was a listed company in each of those periods.

Listed company capital structure

The proceeds of the IPO were used to substantially repay a portion of Oceania’s prior

debt facilities. This means that Oceania’s reported NPAT and Underlying NPAT

measures for FY2017 do not reflect Oceania’s financial performance on a normalised,

annual basis under its current capital structure because the structural reduction in debt

(and interest expense) that arose from the IPO was not in effect for all 12 months of

FY2017. Accordingly, a pro forma adjustment has been made to present the interest

expense and Underlying NPAT that would have arisen had a listed capital structure

been in place from the start of the financial year. This enables the financial

performance for FY2017 to be more effectively assessed and compared to FY2018 and

future periods.

This pro forma adjustment includes an adjustment for the write-off of prepaid facility

fees on Oceania’s historical debt facility. The prepaid facility fees relating to the

historical debt facility were required to be written off in accordance with accounting

standards as the IPO occurred prior to the maturity date of the historical debt facility.

This pro forma adjustment includes an adjustment for the acquisition of the freehold

land and building at the Eldersleaaged care facility which has previously been

recognised as a finance lease in Oceania’s historical financial statements.

In addition, a shareholder loan of $13.4 million was advanced to Oceania from its

immediate holding company in June 2016 to facilitate the construction of the Stage 3

development at Meadowbank. The shareholder loan was settled by way of a

subscription for equity in Oceania in January 2017. A pro forma adjustment has been

made to remove the interest charges incurred on the shareholder loan in FY2017.

48
Glossary

09

Care Suite

A room or studio certified for the provision of care by the

Ministry of Health which has been licensed under an ORA

DMF

Deferred management fees, charged under an ORA, which

accrue monthly to a specified maximum and are deducted

from the refund paid to the departing resident upon resale of

the unit or care suite. These are in consideration for the right to

use communal facilities etc over the entire length of stay.

HFS

Held for sale

IP

Investment Property

IPO Forecasts

Prospective Financial Information contained in the Product

Disclosure Statement and Supplementary Financial Information

dated 31 March 2017

MoH

Ministry of Health

ORA

An occupation right agreement that confers on a resident the

right to occupancy a unit or care suite subject to certain terms

and conditions set out in the agreement

PAC

Premium accommodation charge on a care bed for

accommodation provided above the mandated minimum

PPE

Property, Plant and Equipment

Unit

Includes independent villas and apartments

WIP

Work in progress

49
Important notice and disclaimer

10

This presentation has been prepared solely by Oceania Healthcare Limited

("Oceania"). You must read this disclaimer before making any use of this presentation

and the accompanying material or any information contained in it ("Document").

The presentation includes non-GAAP financial measures for development sales and

resales which assist the reader with understanding the volumes of units settled during

the period and the impact that development sales and resales during the period had

on occupancy as at the end of the period.

The addition of totals and subtotal within tables and percentage movements may

differ due to rounding.

The information set out in this Document is an overview and does not contain all

information necessary to make an investment decision. It is intended to constitute a

summary of certain information relating to the performance of Oceania for the period

ending 31 May 2018. Please refer to the Financial Statements for the period ended 31

May 2018 that have been released along with this presentation.

The information in this presentation does not purport to be a complete description of

Oceania. In making investment decisions, investors must rely on their own examination

of Oceania, including the merits and risks involved. Investors should consult their own

legal, tax and/or financial advisors in connection with any acquisition of financial

products.

The information contained in this presentation has been prepared in good faith by

Oceania. No representation or warranty, expressed or implied, is made to the

accuracy, adequacy or reliability of any statements, estimates or opinions or other

information contained in this presentation, any of which may change without notice. To

the maximum extent permitted by law, Oceania, its directors, officers, employees and

agents disclaim all liability and responsibility (including without limitation any liability

arising from fault or negligence on the part of Oceania, its directors, officers,

employees and agents) for any direct or indirect loss or damage which may be

suffered by any person through the use of or reliance on anything contained in, or

omitted from, this presentation.

This presentation is not a product disclosure statement, prospectus, investment

statement or disclosure document, or an offer of shares for subscription, or sale, in any

jurisdiction.

Receipt of this Document and/or attendance at this presentation constitutes

acceptance of the terms set out above in this disclaimer.

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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