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Oceania Healthcare – Half Year Result and Interim Report

Half Year Results25 January 2019OCAHealthcare

INTERIM REPORT 2019

Contents
02 Oceania at a glance

04 Highlights & results

06 Chair and CEO's Report

14 Financial Statements

19 Notes to the Consolidated

Interim Financial Statements

50 Independent Review Report

In the six months to

30 November 2018 Oceania

Healthcare has continued to

execute its strategy; delivering

key developments on time and

on budget, and exceptional

care for our residents.

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Oceania Healthcare is a leading
provider and developer of healthcare

services in New Zealand being

the third largest in residential

aged care and sixth largest in

retirement village. Our properties

are located in prime metropolitan

areas across New Zealand and

we provide a full continuum of

care offering to our residents.

We have a strong platform for

growth given our substantial

brownfield land bank, with proven

expertise and experience in managing

and delivering construction projects.

We have sufficient land to build

2,065 new residences (1,417 net

of decommissions) with 1,516

of these already consented.

We pride ourselves in being a

recognised industry leader in the

provision of clinical care to our

residents. In September 2018, we

won both the Innovative Service

Delivery and the Excellence in

Food awards at the annual

New Zealand Aged Care

Association Conference.

Oceania at a glance

Locations

Oceania site locations

~2,550

STAFF

~3,600

RESIDENTS

26

EXISTING FACILITIES WITH

MATURE OPERATIONS

17

EXISTING FACILITIES WITH

BROWNFIELD DEVELOPMENTS

(CURRENT AND PLANNED)

3

UNDEVELOPED SITES

46

TOTAL SITES

AS AT 30 NOVEMBER 2018

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Highlights & results
1

This is a non-GAAP measure

2

The 30 November 2017 figure does not include the recognition of unsettled ORAs.

Refer to note 2.1 in the interim financial statements.

3

Underlying net profit after tax – Continuing operations contains a proforma adjustment

that excludes the earnings from sites divested in 1HY2019. Earnings have been

excluded in both 1HY2019 and 1HY2018.

Note: Percentages above are calculated based on the numbers in the interim financial

statements for each respective financial period and may have rounding differences.

4

As at 25 January 2019

2,5801,088

UNDERLYING NET PROFIT AFTER TAX

1

$

20.9M

UNIT SALES

NEW

UNITS

41

COMPLETED

At The BayView

(Tauranga) in

November 2018.

UNITS AND

CARE SUITES

81

RESALE

UNITS

32

SECURED

Resource consents at

Elmwood (Auckland)

142 care suites,

Eden (Auckland)

48 apartments,

Meadowbank

(Auckland) 36 care

suites, and Eversley

(Hastings) 61 care

suites.

UNITS AND

CARE SUITES

287

TO COMPLETE

A further 191 units and

care suites are due to

complete at The Sands

(Auckland) and

Meadowbank Stage 4

(Auckland) by the end of

the 2019 financial year.

UNITS AND

CARE SUITES

191

UNDER

CONSTRUCTION

4


587 units and

care suites under

construction at

Meadowbank and

The Sands (Auckland),

The BayView (Tauranga),

Gracelands (Hawkes

Bay), Whitianga,

Trevellyn (Hamilton),

Windermere

(Christchurch) and

Green Gables (Nelson).

UNITS AND

CARE SUITES

587

NEW CARE

SUITES

24

RESALE CARE

SUITES

47

TOTAL

SALES

144

CARE BEDS AND CARE SUITESUNITS

Financial

Operational

Developments

FOR THE SIX MONTHS TO 30 NOVEMBER 2018

FOR THE SIX MONTHS TO 30 NOVEMBER 2018

AS AT 30 NOVEMBER 2018

+5.3%

Ahead of 30 November 2017 underlying

net profit after tax of $19.9m

2

+8.7%

Ahead of 30 November 2017 underlying

net profit after tax – continuing operations

3

+56.5%

Ahead of total sales for the

six months to 30 November 2017

REPORTED TOTAL COMPREHENSIVE INCOME

$

19.5M

FOR THE SIX MONTHS TO 30 NOVEMBER 2018FOR THE SIX MONTHS TO 30 NOVEMBER 2018

Below 30 November 2017 reported total

comprehensive income of $42.9m

OPERATING CASH FLOW

$

4 7.1M

Above 30 November 2017 reported

operating cash flow of $17.1m

TOTAL ASSETS

$

1.2B

+5.4%

Higher than 31 May 2018 total

assets of $1.1b

Your Board of Directors is pleased to report the

interim result for the six months to 30 November 2018.

73.4%

of the total

development pipeline

is now consented.

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Financial Review
Oceania Healthcare reported a strong

six month result to 30 November 2018,

with underlying net profit after tax

1

of

$20.9m representing a 5.3% increase

over the prior corresponding period.

Our continuing operations increased

underlying net profit after tax by 8.7%

over this same period which reflected

growth in deferred management fees

from our Village business and realised

development gains from sites

completed earlier in the year.

In accordance with our proven growth

strategy for our aged care business, we

converted a number of care rooms into

premium care suites over the period,

as we set out in detail below. These

conversions, as well as the completion

of the new care suite facility at The

BayView (Tauranga) and increase in

revaluations of our existing care suite

sites, increased total comprehensive

income attributable to shareholders to

$19.5m during the period. Due to the

classification of our care facilities in the

financial statements as property, plant

and equipment rather than investment

property, these increases in valuation

are not recorded in our statutory

reported profit.

Operating cashflow of $47.1m

was 175.9% higher than the prior

corresponding period with sale

proceeds from our developments

completed earlier in 2018 contributing

$43.5m, which represents an increase

of 287.8%. The selldown of the

Meadowbank Stage 3 development

(completed in February 2018) and

Elmwood development completed

in the previous year contributed to

this strong cash generation in the

reporting period.

Total assets increased by $61.7m to

$1.2b due to significant development

capital expenditure, acquisition of land

adjoining existing sites and revaluations.

Occupancy at care homes that are not

impacted by our redevelopment activity

increased to 92.0% compared with

89.9% in the corresponding period last

year. The national average is 87.6%

2

.

Care revenue represented 82.6% of total

operating revenue.

We increased and extended our debt

facilities to July 2023 which has provided

us with sufficient headroom and

flexibility to accelerate the execution

of our development pipeline. With net

debt of $197.3m as at 30 November

2018, our gearing remains prudent

with net debt to net debt plus equity

of 26.7%.

We have a very busy second half

(financial year) ahead of us with stage

4 of the redevelopment of Meadowbank

Village and The Sands (Browns Bay,

Auckland) on track to complete before

31 May 2019, and the first residents

moving into these new villages by the

end of that month or early on in the

next. Presale applications at The Sands

have been strong as expected at this

premier location with 13 applications

already received. Of course our

development programme continues at

a very full rate with stage 1 of Trevellyn

(Hamilton) also expected to be

substantially complete around the

same time.

The Board has declared an interim

dividend of $12.8m, or 2.1 cents per

share (not imputed), to be paid on 18

February 2019. The record date for

entitlement is 11 February 2019.

Highlights

Highlights of the period under review

include the completion of 81 care suites

at The BayView in Tauranga and the

settlement of the purchase of properties

adjoining our Waimarie Street site

(acquired in February 2018) and also

properties neighbouring facilities at

Eden, Elmwood, and Lady Allum

(all in Auckland).

We have continued to develop our

innovative aged care service delivery

model which was initially implemented

at Meadowbank in Auckland and has

since been introduced at The BayView.

This new service delivery model has

been exceptionally well received by our

aged care residents and their families

with standards previously unheard of

in the aged care industry.

We continue to be recognised by

our peers as an industry leader in

the provision of excellent care to our

residents, and recently won both the

Innovative Service Delivery and the

Excellence in Food awards at the

New Zealand Aged Care Association

Conference.

1

This is a non-GAAP measure.

CHAIR AND CEO'S REPORT –––––––

We are pleased to report that Oceania Healthcare

continues to make great progress with the execution of

its strategy to provide excellent contemporary care that

reflects our residents’ individuality and their right to

choice, respect and dignity.

CHAIR AND CEO'S REPORT –––––––

2

For the quarter ended Sept 18 – Source: NZACA

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Developments
During the six months to 30 November

2018, we have made excellent progress

on our development sites. We continue

to progress our key developments on

time and on budget and have delivered

the projects that we indicated would be

completed during this first half of FY2019.

We are continuing our extensive

programme of capital works on our

sites with nine major projects currently

underway. In undertaking these projects,

our team works hard to build quality

products that exceed the expectations

of our residents and reflect the local

communities in which we operate.

The construction of the new care facility

at The BayView was completed in

October 2018, on time and on budget.

Ministry of Health Certification for the

81 care suites was obtained with no

partial attainments, an outstanding

achievement for a new facility.

Residents of the previous care facility on

the site were transferred to the new care

facility in December 2018 and demand

for the remaining care suites is expected

to be strong. Construction of stage two

of the development (which involves the

demolition of the previous care facility

and the construction of 74 independent

living apartments and community

facilities) has just commenced. It is

expected that stage two will be

completed during FY2020.

The fourth stage of Meadowbank

(comprising 49 independent living

apartments and an additional 34 luxury

care suites) is progressing comfortably

and is expected to be completed by

May 2019. The first residents will move

in to the independent living apartments

during May, with the first care suite

residents moving in once Ministry of

Health Certification is completed.

Construction of stage five (comprising

The Sands, Auckland

Trevellyn, Hamilton

26 independent living apartments) has

just commenced and this stage, which

is the final stage of independent living

apartments to be constructed at

Meadowbank, is expected to be

completed during FY2020.

The construction of The Sands (in

Browns Bay, Auckland) is also progressing

well. This waterfront development on

Auckland’s North Shore comprises

64 independent living apartments and

44 luxury care suites. Construction is

scheduled to be completed in May 2019,

with the first residents moving in by the

end of that month or early the next.

Construction of 90 new care suites at

Trevellyn in Hamilton is well advanced,

with construction expected to be

substantially complete around the same

time, somewhat earlier than previously

anticipated. Following certification of

the care suites, we anticipate that the

first residents will move in during

August 2019.

The redevelopment of our Green Gables

site in central Nelson commenced in

June 2018 with the demolition of the

previous care facility. This development

comprises 28 independent living

apartments and 61 care suites and it is

expected to be completed in FY2020.

We have also recently commenced

construction of 22 independent living

apartments and 71 care suites at

Windermere in Papanui, Christchurch.

Construction of this boutique

development is expected to be

complete during FY2021.

In addition to the larger development

projects set out above, we commenced

groundworks for the development of

17 new villas at Gracelands (Hawkes Bay)

in November 2018 and the construction

of seven villas at Whitianga (Coromandel)

in January 2019.

CHAIR AND CEO'S REPORT –––––––CHAIR AND CEO'S REPORT –––––––

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CHAIR AND CEO'S REPORT –––––––CHAIR AND CEO'S REPORT –––––––
In total, we expect to deliver 113

independent living apartments and

78 care suites during the second half

of the financial year, in addition to the

81 care suites already delivered during

the first half. This brings the full year

development output to 272 residences,

which is precisely what we indicated

would be delivered earlier this year.

With the increase and extension of

our debt facilities in July 2018, we have

also been able to accelerate our future

development pipeline. In the six month

period to 30 November 2018, we have

obtained resource consents to develop

142 care suites over three levels at

Elmwood (in The Gardens, Auckland),

to develop stage six at Meadowbank

(comprising 36 large dementia care

suites) and to develop 48 new

independent living apartments and

a community centre on the recently

acquired land adjacent to Eden Village

(also in Auckland). Our team is now

busy working on the building consent

applications for each of these

developments.

We have significantly enlarged the

development area of our premium

Waimarie Street site (in St Heliers,

Auckland) by acquiring a number of

neighbouring properties. Settlement

of these purchases occurred between

June and September 2018 and these

acquisitions will enhance the overall

development by providing uninterrupted

street frontage on Waimarie Street and

increasing the development yield.

Our team is now finalising concept plans

for this premium boutique aged care

facility and retirement village with

expansive views over the Waitemata

Harbour and Auckland city.

Care

Aged Care is our core competency and

we are recognised as a market leader in

the delivery of excellent clinical care. We

have a significantly higher weighting of

aged care beds in our portfolio and this

focus will remain as we build out our

development pipeline. We have a clear

growth strategy in aged care both in the

transformation of our portfolio through

the development of premium care suites

as well as the roll out of our innovative

aged care service delivery model.

An important component of our aged

care delivery is the provision of nutritious

food and quality dining experiences for

our residents. We have recently

appointed a National Culinary Manager

who is responsible for championing

excellence in our food service offering

throughout the country by working with

and developing our chefs and kitchen

teams, as well as driving innovation and

excellence in food service delivery.

As mentioned above, care suites are at

the core of our growth strategy in aged

care. During FY2018, we reviewed our

existing aged care portfolio and assessed

opportunities to enhance returns at

each facility.

Following this review, we have already

commenced a programme of upgrading

and converting standard rooms to

premium care suites and beds that will

meet enhanced resident expectations at

a number of sites across New Zealand.

We have recently completed the

conversion of an additional five care

suites at Woodlands (in Motueka, Nelson)

and four care suites at Holmwood

(in Rangiora, Canterbury) as well as

completing the conversion of nine

existing independent living apartments

into care suites at St Johns Wood

(in Taupo) in September 2018. We are

also in the process of converting

standard rooms to care suites at

Atawhai (in Hawkes Bay), Middlepark

and Addington Gardens (both

in Christchurch).

Along with the redevelopment of our

premium sites in Auckland, Tauranga,

Hamilton, Nelson and Christchurch,

we expect our aged care portfolio to

comprise 68% care suites by the

completion of our current brownfields

development pipeline.

The sale of five facilities to Heritage

Lifecare was also completed in

September 2018.

Our People

Over the past six months we have made

significant wage increases for all of our

staff. Our registered nurses received

increases to reflect the recent DHB

settlement, and do an exceptional job

caring for our residents. Our Healthcare

Assistants received the second year of

the equal pay adjustment and our

housekeeping staff were also rewarded

with our starting rate now well above the

minimum wage. These wage increases

are well-deserved recognition for all the

hard work that our incredible staff do 24

hours a day, seven days a week.

We remain focused on the safety of

our teams and, in addition to continuing

to roll out our moving and handling

training programme and our injury

management processes, we are in

the process of implementing robust

contractor management programmes

to ensure quality of services as well

as making sure that health and safety

requirements are met.

We have entered into a national

agreement with KidsCan, a charity which

supports low decile schools throughout

New Zealand by providing students with

food, clothing, health and hygiene

supplies. This arrangement provides an

opportunity for staff, residents and their

families across all of our facilities to be

part of a cause that impacts their local

communities. We are looking forward

to working with KidsCan and partnering

with schools across New Zealand.

We would like to thank our staff, Board

members, contractors and suppliers

for all their dedication, work and

commitment to enhance the lives of

our residents.

Yours sincerely

Earl Gasparich

Chief Executive Officer

Elizabeth Coutts

Chair

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Directors’ Report

30 November 2018

The Board has pleasure in presenting the interim report of Oceania Healthcare

Limited and its subsidiaries, incorporating the consolidated interim financial

statements and the independent review report, for the six months ended

30 November 2018.

The Board of Directors of the Company authorised these consolidated interim

financial statements for issue on 25 January 2019.

For and on behalf of the Board

Elizabeth Coutts Alan Isaac

Chairman Director

Consolidated Statement of Comprehensive Income

For the six months ended 30 November 2018

$’000 Notes

Unaudited

Six months

30 Nov 2018

Unaudited

Six months

30 Nov 2017

Operating revenue94,28290,207

Change in fair value of investment property

3.1

1,62434,147

Other income 2,1321,916

Total income98,038126,270

Employee benefits59,32554,476

Depreciation and amortisation4,3294,062

Finance costs2,0141,448

Impairment / (reversal of impairment) of property,

plant and equipment

3.35,659(1,118)

Other expenses29,96622,991

Total expenses101,29381,859

(Loss) / profit before income tax(3,255)44,411

Income tax benefit / (expense)

5.1

4,507(1,890)

Profit for the period 1,25242,521

Other comprehensive income

Items that will not be subsequently reclassified

to profit or loss

Gain on revaluation for the period, net of tax

3.3

18,197370

Items that may be subsequently reclassified

to profit or loss

Movement in interest rate swaps, net of tax63(19)

Other comprehensive income for the period, net of tax

18,260351

Total comprehensive income for the period attributable to

shareholders of the parent19,51242,872


Basic earnings per share (cents per share)

4.2

0.27.0

Diluted earnings per share (cents per share)

4.2

0.27.0

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

accompanying notes.

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Consolidated Balance Sheet

As at 30 November 2018

$’000 Notes

Unaudited

30 Nov 2018

Audited

31 May 2018

Assets

Cash and cash equivalents10,64418,288

Trade and other receivables20,49932,693

Assets held for sale

3.3

-19,653

Property, plant and equipment

3.3

357,216303,561

Investment property

3.1

804,439755,561

Intangible assets16,02717,398

Total assets1,208,8251,147,154

Liabilities

Trade and other payables31,52737,592

Derivative financial instruments185283

Deferred management fees

3.2

24,17221,923

Refundable occupation right agreements

3.2

383,306358,213

Borrowings

4.3

206,980168,711

Deferred tax liabilities

5.1

21,68923,335

Total liabilities667,859610,057

Net assets540,966537,097

Equity

Contributed equity

4.1

579,498579,498

Retained deficit(141,517)(127,899)

Reserves102,98585,498

Total equity540,966537,097

Consolidated Statement of Changes in Equity

For the period ended 30 November 2018

$’000 Notes

Contributed

equity

Retained

deficit

Asset

revaluation

reserve

Interest

rate swap

reserve

Total

equity

Balance as at 1 June 2017 (audited)579,498(195,966)84,603(182)467,953

Profit for the period - 42,521 - -42,521

Other comprehensive income

Revaluation of interest rate swaps---(19)(19)

Revaluation of assets net of tax

3.3 - -370-370

Total comprehensive income - 42,521370(19)42,872

Transactions with owners

Employee share scheme-79--79

Total transactions with owners-79 - -79

Balance as at 30 November

2017 (unaudited) 579,498(153,366)84,973(201)510,904

Balance at 1 June 2018 (audited)579,498(127,899)85,601(103)537,097

Profit for the period - 1,252 - -1,252

Other comprehensive income

Revaluation of interest rate swaps

net of tax---6363

Revaluation of assets net of tax

3.3--18,197-18,197

Total comprehensive income-1,25218,1976319,512

Transfer of revaluation reserve

for assets held for sale

3.3-773(773)--

Transactions with owners

Dividends paid-(15,713)--(15,713)

Employee share scheme-70--70

Total transactions with owners-(15,643)--(15,643)

Balance as at 30 November

2018 (unaudited)579,498(141,517)103,025(40)540,966

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

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

accompanying notes.

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Consolidated Cash Flow Statement

For the six months ended 30 November 2018

$’000

Unaudited

Six months

30 Nov 2018

Unaudited

Six months

30 Nov 2017

Cash flows from operating activities

Receipts from residents for membership fees, village and care fees86,20878,521

Payments to suppliers and employees(84,281)(76,070)

Rental expense in relation to right to use asset(4,815)-

Receipts from new occupation right agreements73,71234,411

Payments for outgoing occupation right agreements(22,316)(18,550)

Interest received8372

Interest paid(1,520)(1,325)

Net cash inflow from operating activities47,07117,059

Cash flows from investing activities

Proceeds from sale of property, plant and equipment and

investment property19,678165

Payments for property, plant and equipment and intangible assets(40,811)(14,278)

Payments for investment property and investment property

under development(53,136)(34,645)

Net cash outflow from investing activities(74,269)(48,758)

Cash flows from financing activities

Proceeds from borrowings96,26744,812

Repayment of borrowings(61,000)(17,726)

Dividends paid(15,713)-

Net cash inflow from financing activities19,55427,086

Net increase in cash and cash equivalents(7,644)(4,613)

Cash and cash equivalents at the beginning of the period18,28810,861

Cash and cash equivalents at end of period10,6446,248

Notes to the

Consolidated

Interim Financial


Statements

For the six months ended 30 November 2018

1. General Information 20

1.1 Basis of Preparation 20

1.2 Accounting Policies 22

1.3 Significant Events and Transactions 23

2. Operating Performance 23

2.1 Operating Segments 23


3. Property Assets 30

3.1 Investment Property 30

3.2 Refundable Occupation Right Agreements 35

3.3 Property, Plant and Equipment 36

4. Shareholder Equity and Funding 39

4.1 Shareholder Equity and Reserves 39

4.2 Earnings Per Share 41

4.3 Borrowings 41

5. Other Disclosures 43

5.1 Income Tax 43

5.2 New Accounting Standards 46

5.3 Contingencies and Commitments 49

5.4 Events After Balance Date 49

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

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21

1. General Information

1.1. Basis of Preparation

(i) Entities reporting

The consolidated interim financial statements of the “Group” entity are for the

economic entity comprising Oceania Healthcare Limited (the “Company”) and

its subsidiaries, together “the Group”. Refer to the 31 May 2018 annual report

and note 4.1 for details of the Group structure.

The consolidated interim financial statements incorporate the assets and

liabilities of all subsidiaries of Oceania Healthcare Limited as at 30 November

2018 and the results of all subsidiaries for the six months then ended.

The Group owns and operates various rest homes and retirement villages

around New Zealand. The Group's registered office is Affinity House,

2 Hargreaves Street, St Mary's Bay, Auckland 1011, New Zealand.

The consolidated entity is designated as a profit oriented entity for financial

reporting purposes.

(ii) Statutory base

Oceania Healthcare Limited is a limited liability company which is domiciled

and incorporated in New Zealand. It is registered under the Companies Act

1993 and is a FMC Reporting Entity in terms of Part 7 of the Financial Markets

Conduct Act 2013. The Company is also listed on the NZX Main Board (“NZX”)

and the Australian Securities Exchange (“ASX”) as a foreign exempt listing.

The consolidated interim financial statements have been prepared in accordance

with the requirements of the NZX and ASX listing rules, and Part 7 of the

Financial Markets Conduct Act 2013.

The consolidated interim financial statements have been prepared in

accordance with New Zealand Generally Accepted Accounting Practice

(“NZ GAAP”). They comply with New Zealand Equivalent to International

Accounting Standard 34 Interim Financial Reporting (“NZ IAS 34”) and

International Accounting Standard 34 Interim Financial Reporting (“IAS 34”).

The accounting policies that materially affect the measurement of the

Consolidated Statement of Comprehensive Income, Consolidated Balance

Sheet and the Consolidated Cash Flow Statement have been applied on a

basis consistent with those used in the audited consolidated annual financial

statements for the year ended 31 May 2018 with the exception of the tax

treatment of deferred management fees (“DMF”) as set out in note 5.1 and

the application of new standards as set out in note 5.2.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

1.1. Basis of Preparation (Continued)

The consolidated interim financial statements do not include all the notes

of the type normally included in the consolidated annual financial statements.

Accordingly, these consolidated interim financial statements are to be read in

conjunction with the consolidated annual financial statements for the year

ended 31 May 2018, prepared in accordance with New Zealand Equivalents

to International Financial Reporting Standards (“NZ IFRS”).

The consolidated interim financial statements for the six months ended

30 November 2018 and comparatives for the six months ended 30 November

2017 are unaudited. The consolidated annual financial statements for the year

ended 31 May 2018 were audited and form the basis for the comparative

figures for that period in these statements. They are presented in New Zealand

dollars which is the Group’s presentational currency.

The consolidated interim financial statements have been prepared in accordance

with the going concern basis of accounting, which assumes that the Group will

be able to realise its assets and discharge its liabilities in the normal course of

business as they come due into the foreseeable future.

(iii) Key estimates and judgements

The preparation of the consolidated interim financial statements in conformity

with IAS 34 and NZ IAS 34 requires the use of certain critical accounting

estimates. It also requires management to exercise their judgement in the

process of applying the Group’s accounting policies.

The Group makes estimates and assumptions concerning the future. The

resulting accounting estimates will, by definition, seldom equal the related

actual results. Estimates and judgements are continually evaluated and are

based on historical experience and other factors, including expectations of

future events that are believed to be reasonable under the circumstances.

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1.1. Basis of Preparation (Continued)

The areas involving a higher degree of judgement or complexity, or areas

where assumptions and estimates are significant to the consolidated financial

statements are disclosed in the following notes:

– Fair value of investment property and investment property under

development (note 3.1)

– Classification of accommodation with a care or service offering

(refer 31 May 2018 audited consolidated financial statements

notes 3.1 and 3.3)

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

– Revenue recognition of deferred management fees (refer 31 May 2018

audited consolidated financial statements note 3.2)

– Recognition of deferred tax (note 5.1).

1.2. Accounting Policies

(i) New and amended standards adopted by the Group

During the period the Group adopted NZ IFRS 15 Revenue from contracts

with customers and NZ IFRS 9 Financial Instruments. Refer to note 5.2 for

further details.

(ii) Measurement of fair value

The Group classifies its fair value measurement using the fair value hierarchy

that reflects the significance of the inputs used in making the measurements.

The fair value hierarchy has the following levels.

Level 1: Quoted prices (unadjusted) in active markets for the identical

assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are

observable for the asset or liability, either directly (i.e. as prices)

or indirectly (i.e. derived from prices).

Level 3: Inputs for the asset or liability that are not based on observable

market data (unobservable inputs).

The carrying amount of all financial assets and liabilities is considered to

approximate to their fair value.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

1.3 Significant Events and Transactions

The financial position and performance of the Group was particularly

affected by the following events and transactions during the six months

to 30 November 2018:

– Disposals – five facilities were sold during the period resulting in a gain

of $0.6m (net of goodwill disposal of $1.6m) recognised in the Consolidated

Statement of Comprehensive Income (note 3.3)

– New accounting standards – NZ IFRS 9 Financial Instruments and NZ IFRS 15

Revenue from contracts with customers were adopted during the period

(note 5.2)

– Recognition of tax on DMF revenue – during the period there was a change

in the timing of recognition of DMF income for tax purposes (note 5.1).

2. Operating Performance

2.1. Operating Segments

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

The operating segments have been determined based on the information

reviewed by the Board of Directors for the purposes of allocating resources

and assessing performance. The assets and liabilities of the Group are

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

by operating segment.

The Group comprises two segments, care operations and village operations and

operates in New Zealand. There have been no changes to the segments from

those disclosed in the 31 May 2018 consolidated annual financial statements.

Information regarding the operations of each reportable segment is included

below. Amongst other criteria, performance is measured based on segmental

underlying earnings before interest, tax, depreciation and amortisation

(“EBITDA”); being the most relevant measure in evaluating the performance

of segments relative to other entities that operate within the aged care and

retirement village industries.

Additional segmental reporting information

Capital expenditure

Refer to notes 3.1 and 3.3 for details on capital expenditure. Chattels, freehold

land and buildings, including related property held for development, classified

as property, plant and equipment principally relate to care operations.

Investment property assets principally relate to village operations. Capital

expenditure on intangibles and other property, plant and equipment are

unallocated to these segments.

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Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

2.1. Operating Segments (Continued)

Goodwill

Goodwill is allocated to care cash generating units.

Underlying profit

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

financial performance and determine dividend distributions. Underlying Profit

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

the 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 cash flow generated during the period.

Oceania calculates Underlying Profit by making the following adjustments to

reported Net Profit after Tax:

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

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

impairment of property, plant and equipment;

– Removing any impairment of goodwill;

– Removing any gains or losses on the sale or decommissioning of assets;

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

investment property assets;

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

right agreement (“ORA”) units and care suites

1

;

– Adding back the Directors’ estimate of realised development margin on the

first sale of new ORA units or care suites following the development of an

ORA unit or care suite, conversion of an existing care bed to a care suite or

conversion of a rental unit to an ORA unit; and

– Adding back the deferred taxation component of taxation expense so that

only the current tax expense is reflected.

Following the sale of certain assets during the six months to 30 November 2018

the definition of the Underlying Profit measure has been adjusted to include the

gain or loss on the sale of assets. This has resulted in a reduction in Underlying

Profit for the six months to 30 November 2018 of $0.2m.

1

Units and care suites sold under an Occupation Right Agreement.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

2.1. Operating Segments (Continued)

Resale gain – underlying profit

The 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.

In the interim period ended 30 November 2017 there were resale gains of

$1.0m that related to units and care suites that had cooled off or where the

resident was in occupation but had not completed cash settlement. In the

interim period ended 30 November 2017 only resale gains for ORAs for

which settlement in cash had occurred were recognised. In 2017, following

a review of the Group’s revenue recognition criteria, ORA contracts that

are unconditional and have either cooled off or where the resident was

in occupation have been included as this more accurately reflects the

transfer of legal and economic benefits associated with these transactions.

These resale gains amounted to $1.0m for the six month period to

30 November 2018.

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Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

2.1. Operating Segments (Continued)

Development margin – underlying profit

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

cash received, and receivable, in relation to the first sale of new ORA units

and care suites, at the point that the ORA contract becomes unconditional

and has either “cooled off” or where the resident is in occupation at balance

date, less the development costs associated with developing the ORA units

and care suites. In the interim period ended 30 November 2017 there was

realised development margin of $0.2m that related to units and care suites

that had cooled off or where the resident was in occupation but had not

completed cash settlement. This development margin amounted to $0.8m for

the six month period to 30 November 2018.

In the interim period ended 30 November 2017, only realised development

margin for ORAs for which settlement in cash had occurred was recognised.

In 2018, following a review of the Group’s revenue recognition criteria, ORA

contracts that are unconditional and have either cooled off or where the

resident was in occupation have been included as this more accurately

reflects the transfer of legal and economic benefits associated with these

transactions. The development costs include:

– Construction costs directly attributable to the relevant project, including

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

(e.g. landscaping) as well as any demolition and site preparation costs

associated with the project. The costs are apportioned between the ORA

units and care suites, in aggregate, using estimates provided by the

project quantity surveyor. The construction costs for the individual ORA

units or care suites sold are determined on a pro rated basis using gross

floor areas of the ORA units and care suites;

2

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

retirement village.

3

The timing of a change of use is a Directors’ estimate. It is based on a range of factors including evidence of

steps taken to secure a resource consent and/or building consent for a particular development or stage of a

development and the decommissioning of existing operations (either through the buy-back of existing village

ORA units or decommissioning of an existing care facility). Note the cost of buybacks is not included in the

development cost as an independent fair value of the land on an unencumbered basis is used as the value

ascribed to the development land.

4

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

retirement village. Greenfield land is typically bare (undeveloped) land at the time of purchase.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

2.1. Operating Segments (Continued)

– An apportionment of land value based on the gross floor area of the ORA

units and care suites developed. The value for Brownfield

2

development land

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

3

(from

operating as a care facility or retirement village to a development site), as

assessed by an external independent valuer. Greenfield

4

development land

is valued at historical cost; and

– Capitalised interest costs to the date of project completion apportioned

using the gross floor area of ORA units and care suites developed.

Development costs do not include:

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

costs associated with common areas and amenities or any operational or

administrative areas.

The Directors’ estimate of development margin for conversions is calculated

based on the difference between the ORA licence payment received, and

receivable, in relation to sales of newly converted ORA units and care suites, at

the point that the ORA contract becomes unconditional and either “cooled off”

or where the resident is in occupation at balance date, and the associated

conversion costs. Conversion costs comprise:

– In the case of conversion of care beds to care suites, the actual

refurbishment costs incurred; and

– In the case of conversions of rental units to ORA units, the actual

refurbishment costs incurred and the fair value of the rental unit prior

to conversion.

5
Includes rental expenses in relation to right to use asset of $4.8m (30 November 2017: nil).

6

Includes change in fair value of right to use asset.

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Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

2.1. Operating Segments (Continued)

$’000

Care

Operations

Village

OperationsOtherTotal

Six months ended 30 November 2018

(unaudited)

Operating revenue82,01912,263-94,282

Other income8811,0051632,049

Revaluation of investment property-1,624-1,624

Total income82,90014,89216397,955

Operating expenses

5

(68,250)(11,897)(9,144)(89,291)

Impairment of goodwill----

Impairment of property, plant and equipment(5,659)--(5,659)

Segment EBITDA8,9912,995(8,981)3,005

Interest income-156883

Finance costs--(2,014)(2,014)

Depreciation and amortisation(4,075)-(254)(4,329)

Profit / (loss) before income tax4,9163,010(11,181)(3,255)

Taxation (expense) / benefit(4,275)8,6651174,507

Profit / (loss) for the period attributable

to shareholders64111,675(11,064)1,252

Adjusted for underlying profit items

Add / (Less): Change in fair value of

investment property

6

and reversal of

impairment of property, plant and

equipment5,659(1,624)-4,035

Add: Impairment of goodwill----

Less: DMF in relation to right to use asset-(309)-(309)

Add: Rental expenses in relation to right to

use asset

-4,815-4,815

Less: (Gain) / loss on the sale or

decommissioning of assets

(590)-435(155)

Add: Realised gain on resale-5,950-5,950

Add: Realised development margin-9,861-9,861

Underlying net profit / (loss) before tax5,71030,368(10,629)25,449

Add / (Less): Deferred tax4,275(8,665)(117)(4,507)

Underlying net profit / (loss) after tax9,98521,703(10,746)20,942

Less: Interest income-(15)(68)(83)

Add: Finance costs--2,0142,014

Add: Depreciation and amortisation4,075-2544,329

Underlying EBITDA14,06021,688(8,546)27,202

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

2.1. Operating Segments (Continued)

$’000

Care

Operations

Village

OperationsOtherTotal

Six months ended 30 November 2017

(unaudited)

Operating revenue79,26010,947-90,207

Other income6715895841,844

Revaluation of investment property-34,147-34,147

Total income79,93145,683584126,198

Operating expenses(63,523)(5,957)(7,987)(77,467)

Reversal of impairment of property,

plant and equipment

1,118--1,118

Impairment of goodwill-

---

Segment EBITDA17,52639,726(7,403)49,849

Interest income296172

Finance costs - - (1,448)(1,448)

Depreciation and amortisation(3,796) - (266)(4,062)

Profit before income tax13,73239,735(9,056)44,411

Taxation (expense) / benefit(1,553)1,104(1,441)(1,890)

Profit for the period attributable

to shareholders12,17940,839(10,497)42,521

Adjusted for underlying profit items

Less: Change in fair value of investment

property and reversal of impairment of

property, plant and equipment(1,118)(34,147)-(35,265)

Add: Impairment of goodwill----

Add: Gain on the sale or

decommissioning of assets

----

Add: Realised gain on resale-6,664-6,664

Add: Realised development margin-4,078-4,078

Underlying net profit before tax11,06117,434(10,497)17,998

Add: Deferred tax expense / (benefit)1,553(1,104)1,4411,890

Underlying net profit after tax12,61416,330(9,056)19,888

Less: Interest income(2)(9)(61)(72)

Add: Finance costs--1,4481,448

Add: Depreciation and amortisation3,796-2664,062

Underlying EBITDA16,40816,321(7,403)25,326

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Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

3. Property Assets

3.1. Investment Property

$’000 Notes

Unaudited

30 Nov 2018

Audited

31 May 2018

Investment property under development at fair value

Opening balance108,20479,486

Transfer from / (to) property, plant and equipment

3.3

3,869 (2,801)

Capitalised expenditure44,10783,259

Capitalised interest and line fees1,9411,070

Transfer within investment property-(56,970)

Disposals-(57)

Change in fair value during the period744,217

Closing balance158,195108,204

Completed investment property at fair value

Opening balance647,357531,530

Transfer within investment property-56,970

Transfer to property, plant and equipment

3.3

(4,955)(18,686)

Transfer to held for sale-(2,338)

Capitalised expenditure2,29214,132

Capitalised interest and line fees-1,646

Change in fair value during the period1,55064,103

Closing balance646,244647,357

Total investment property804,439755,561

Change in Fair Value Recognised in the Statement of Comprehensive Income

$’000

Unaudited

30 Nov 2018

Unaudited

30 Nov 2017

Increase in fair value of investment property48,87870,245

Add / (Less): Transfers during the period1,086(376)

Less: Capitalised expenditure including capitalised interest(48,340)(35,779)

Plus: Disposals-57

Change in fair value recognised in Consolidated Statement

of Comprehensive Income1,62434,147

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

3.1. Investment Property (Continued)

Investment property includes both freehold land and buildings and land and

buildings under development, comprising independent units, certain care

suites, serviced apartments and common facilities, provided for use by

residents under the terms of an ORA. Investment property is held for long-term

yields and is not occupied by the Group.

Valuation process and key inputs

Completed investment property

The fair value of completed investment property, including the right to use

asset under a lease (Everil Orr), is calculated every six months by CBRE Limited,

an independent registered valuer and associate of the New Zealand Institute

of Valuers.

As required by NZ IAS 40 Investment Property, the valuation of investment

property is adjusted for cash flows relating to refundable occupation licence

payments, residents’ share of resale gains and management fees receivable

recognised separately on the Consolidated Balance Sheet and also reflected

in the valuation model.

CBRE Limited performed a “roll forward” of the valuation of completed

investment property that was completed at 30 April 2018 for the period from

1 May 2018 to 31 October 2018 for all sites. This involved the Group confirming

the movements in the sales, resales and repurchases of ORAs during the

period, an assessment by the valuer of the general market conditions and

the impact of the changes, where appropriate, in the completed value of

investment properties. The “roll forward” provides an assessment by the valuer

of the financial impact of the changes for the six month period since the most

recent full valuation as at 30 April 2018. CBRE Limited will perform a full

valuation as at 30 April 2019.

The CBRE Limited valuation is reviewed by management for accuracy of

inputs and reasonableness of assumptions.

The CBRE Limited valuation completed at 31 October 2018 has been

adjusted downwards by management for the impact of any sale, resale and

repurchase of ORAs between 1 November 2018 and 30 November 2018 of

$9.8m (31 May 2018: adjusted downwards by $20.0m), with a corresponding

increase in refundable occupation licence payments of $11.0m (31 May 2018:

$23.9m), to arrive at the fair value of completed investment properties at

30 November 2018.

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Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

3.1. Investment Property (Continued)

Investment property under development

The fair value of investment property under development is determined by the

Directors having taken into consideration the valuation conducted by CBRE as

an independent registered valuer and the cost of work undertaken, whereas

previously the fair value of investment property under development was held

at the CBRE valuation plus the cost of work undertaken.

A valuation of land classified as under development was undertaken on

31 October 2018 by CBRE Limited (31 May 2018: valuation dated 30 April

2018 by CBRE Limited). Management and the Board do not envisage a material

movement in the land value between 31 October 2018 and 30 November 2018

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

30 November 2018 on the developments are included in arriving at the 30

November 2018 fair value.

The Group has applied the following methodology in relation to the measurement

of investment property under development

:

Practical completion not achieved

Where the development still requires substantial work such that practical

completion is not going to be achieved, and a reliable estimate of fair value

cannot be made, at or close to balance date, the fair value recognised is

the fair value of the development land per CBRE Limited valuation plus the

cost of any work in progress, a value of $67.3m as at 30 November 2018

(31 May 2018: $31.1m).

Where an individual development is of both investment property and freehold

buildings in nature, the fair value of land and work in progress is apportioned

between investment property under development and freehold land and

buildings under development, by applying the estimated gross floor area for

these respective areas of the development based on information obtained

from the project quantity surveyors at the planning and design stages.

Practical completion achieved

Where a development is practically completed, or likely to be completed at, or

close to, balance date the investment property is measured at its completed fair

value as determined by CBRE Limited with an adjustment made for any estimated

costs, in accordance with the project budget, to be incurred to complete the

development, and is then transferred to completed investment property.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

3.1. Investment Property (Continued)

Property specific assumptions

Seismic and weather tightness assessments

The CBRE Limited valuation, and accordingly the fair value of investment

property, incorporates an allowance in relation to remediation to properties

where seismic strength testing has been carried out in prior years. The 30 April

2018 valuation incorporated the estimated costs to address weather tightness

at certain sites based on estimates provided in building condition reports

completed by CoveKinloch New Zealand Limited in February 2017. As at

30 November 2018 all weather tightness issues have been addressed and

as such no allowance has been made in the 31 October 2018 valuation.

Lease of investment property

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

property and is accounted for in accordance with the accounting policy as

outlined in the 31 May 2018 consolidated annual financial statements.

Rental payments are recognised as a rental expense in the Consolidated

Statement of Comprehensive Income as incurred. The right to use asset is

held at fair value in accordance with NZ IAS 40 Investment Property and has

been valued by CBRE Limited as at 31 October 2018. The valuation has

been adjusted by management for the impact of any sale of ORAs between

1 November 2018 and 30 November 2018 to arrive at the fair value as at

30 November 2018 and any changes in fair value are taken to the Consolidated

Statement of Comprehensive Income.

The carrying value of the right to use asset as at 30 November 2018 in respect

of this leased site is $12.2m (31 May 2018: $7.7m). It is included as completed

investment property above.

Assets held for sale

Investment property assets are classified as held for sale when their carrying

amount is to be recovered principally through a sale transaction and a sale is

considered highly probable. They are stated at their fair value. Refer to note 3.3

for details of assets held for sale as at 31 May 2018 but settled during the 2019

interim period.

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Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

3.1. Investment Property (Continued)

A reconciliation between the valuation and the amount recognised on the

Consolidated Balance Sheet as investment property is as follows:

$’000

Unaudited

30 Nov 2018

Audited

31 May 2018

Completed investment property

Valuation288,390312,109

Plus: Refundable occupation licence payments408,576383,323

Plus: Residents‘ share of resale gains6,8567,562

Less: Management fee receivable(56,957)(52,665)

Less: Resident obligations for units not included in valuation (621)(2,972)

646,244647,357

Investment property under development

Valuation158,195108,204

158,195108,204

Total investment property at fair value804,439755,561

Where an incoming resident has an unconditional ORA in respect of a retirement

village unit or care suite and the corresponding outgoing resident for that same

accommodation has not yet been refunded, the CBRE Limited valuation is

adjusted for the incoming resident balances only. An adjustment of $0.6m

(31 May 2018: $3.0m) is included in the above reconciliation to reflect this.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

3.2. Refundable Occupation Right Agreements

$’000

Unaudited

30 Nov 2018

Audited

31 May 2018

Village

Refundable occupation licence payments 408,576383,323

Residents share of resale gains6,8567,562

Less: Management fee receivable (per contract)(77,973)(72,269)

337,459318,616

Care suites

Refundable occupation licence payments57,17247,734

Accommodation rebate806825

Less: Management fee receivable (per contract)(12,131)(10,763)

45,84737,796

Held for sale

Refundable occupation licence payments-2,108

Residents share of resale gains-20

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

-

1,801

Total refundable occupation right agreements383,306358,213

The management fee receivable is recognised in accordance with the terms of

the resident's ORA.

Reconciliation of management fees recognised under NZ IFRS

and per ORA

$’000

Unaudited

30 Nov 2018

Audited

31 May 2018

Village

Management fees receivable (per contract)(77,973)(72,269)

Deferred management fees21,01619,604

Management fees receivable (per NZ IFRS)(56,957)(52,665)

Care suites

Management fees receivable (per contract)(12,131)(10,763)

Deferred management fees3,1562,222

Management fees receivable (per NZ IFRS)(8,975)(8,541)

Held for sale

Management fees receivable (per contract)-(327)

Deferred management fees-97

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

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Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

3.3. Property, Plant and Equipment

$’000

Freehold

Land

Freehold

Buildings

Freehold Land

and Buildings

Under

Development

Chattels and

Leasehold

ImprovementsTotal

At 30 Nov 2018 (unaudited)

Cost---42,45942,459

Valuation70,997213,72156,930-341,648

Accumulated depreciation---(26,891)(26,891)

Net book amount70,997213,72156,93015,568357,216

At 31 May 2018 (audited)

Cost - - - 46,526 46,526

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

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

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

Key accounting estimates and judgements

All land and buildings have been determined to be Level 3 in the fair value

hierarchy as the fair value is determined using inputs that are unobservable.

Valuation process and key inputs

Land and buildings

Land and buildings are held at fair value. Independent valuations are

performed with sufficient regularity (i.e. every two years) to ensure that the

carrying amount does not differ materially from the asset's fair value at the

balance date. Based on information available, the Directors have determined

that there has been no material valuation movement since 31 May 2017

with respect to freehold land and buildings with the exception of care suites.

No external valuation has been sought in relation to the 30 November 2018

balance date except as it relates to care suites (31 May 2018: care suites at

Meadowbank facility only). CBRE Limited have valued all care suites as at

31 October 2018.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

3.3. Property, Plant and Equipment (Continued)

An independent valuation in respect of freehold land and buildings was

undertaken as at 31 May 2017 by independent registered valuers CBRE Limited.

CBRE Limited are appropriately qualified valuers with experience of valuing

residential aged care and retirement village property in New Zealand.

The 31 May 2017 valuation of the Group’s care facilities was apportioned to land,

improvements, chattels and goodwill. The fair value of land and buildings as

determined by CBRE Limited is based on the level of rent able to be generated

from the maintainable net cash flow of the facility subject to average efficient

management. The fair value of the Group’s land and buildings is based on

these apportionments. Chattels, however, are carried at historic cost less

depreciation and goodwill is not recorded in the consolidated financial

statements. The 31 May 2017 CBRE Limited valuation included $59.1m of

goodwill. An additional $10.2m has arisen in the 18 months since 31 May 2017

on the valuation of existing and newly developed care suites (31 May 2018:

$2.5m) and a reduction of $3.0m has occurred as a result of the sale of five sites

(refer below) and $0.9m as the result of decommissioning of the original care

facility at The BayView. This goodwill is not recognised in the consolidated

financial statements. There is $15.2m (31 May 2018: $16.8m) of goodwill

recognised on acquisition included in these consolidated financial statements

as an intangible asset.

In arriving at the fair value of freehold land and buildings as at 30 November

2018, the 31 May 2017 carrying amounts have been adjusted for the cost of any

additions or work in progress incurred, less any disposals and depreciation

recognised since 1 June 2017. An adjustment for the reversal of previous

impairment has been made as below.

The 31 May 2017 CBRE Limited valuation, and accordingly the fair value of

freehold buildings, incorporates an allowance in relation to remediation to

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

The CBRE Limited valuation as at 31 May 2017 incorporated the estimated

costs to address weather tightness at certain sites based on building condition

reports completed by CoveKinloch New Zealand Limited in February 2017.

The estimated costs were $3.7m. In the period to 30 November 2018

management have undertaken the necessary remediation work to address the

weather tightness issues identified. The costs incurred have been recognised

within freehold buildings offsetting the remaining CBRE Limited cost allowance

in the 31 May 2017 valuation. The costs actually incurred were $1.7m, $2.0m

below the estimates included in the 31 May 2017 valuation.

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Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

3.3. Property, Plant and Equipment (Continued)

Total net revaluation gains of $12.5m have been recognised in the current

period in respect of land and buildings, refer table below:

$’000

Unaudited

30 Nov 2018

Unaudited

30 Nov 2017

(Impairment) / reversal of impairment recognised in

Consolidated Statement of Comprehensive Income

(5,659)

1,118

Movement in revaluation reserve

21,031

442

Deferred tax on movement in revaluation reserve

(2,834)

(72)

Total revaluation gains12,538

1,488

Land and buildings under development

When the Group undertakes development of a new site, the classification

between freehold land and buildings and investment property is reviewed.

For sites with a care facility, including those with care suites, these properties

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

the properties are classified as investment property. Refer to note 3.1 for

further information, including the principles applied by the Group in

determining the appropriate apportionment between freehold land,

buildings and investment property.

The Group's land under development was revalued on 31 October 2018

(31 May 2018: 30 April 2018) by independent registered valuers CBRE Limited.

This has been adjusted for any costs incurred between 1 November 2018 to

30 November 2018 to arrive at the fair value as at 30 November 2018.

Assets held for sale

Assets are classified as held for sale when their carrying amount is to be

recovered principally through a sale transaction and a sale is considered highly

probable. They are stated at the lower of carrying amount and fair value less

costs to sell, except for investment property assets held for sale which are

carried at fair value.

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

facilities and their respective land, buildings, investment property and plant

and equipment were reclassified for reporting purposes and held on the

Consolidated Balance Sheet at $19.7m which was the lower of their fair value

less costs to sell and their carrying amount at that time. The revaluation reserve

totalling $3.7m in respect of the properties held for sale was reclassified to

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

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

3.3. Property, Plant and Equipment (Continued)

On 27 September 2018 the sale of these properties was settled and funds of

$19.7m received. These funds were applied to the bank borrowings of the Group.

A net gain of $0.6m has been recognised as other income in the Consolidated

Statement of Comprehensive Income (representing a gain on the carrying value of

assets held for sale of $2.2m, offset by the derecognition of goodwill associated

with these assets of $1.6m). Further, the remaining revaluation reserves in respect

of these sites (of $0.8m) have been reclassified to retained earnings.

Finance leases

The Group leases various equipment and motor vehicles under finance lease

agreements. The lease terms are between 3 and 6 years and have a net book

value as at 30 November 2018 of $7.1m (31 May 2018: $6.6m).

4. Shareholder Equity and Funding

4.1. Shareholder Equity and Reserves

Shares

Unaudited

30 Nov 2018

Audited

31 May 2018

Share capital

Authorised, issued and fully paid up capital 610,254,535 610,254,535

Total contributed equity610,254,535 610,254,535

$’000

Unaudited

30 Nov 2018

Audited

31 May 2018

Share capital

Authorised, issued and fully paid up capital579,498 579,498

Total contributed equity579,498 579,498

Ordinary shares are classified as equity. Incremental costs directly attributable

to the issue of new shares or options are shown in equity as a deduction, net of

tax, from the proceeds.

All ordinary shares are authorised and rank equally with one vote attached

to each fully paid ordinary share. The shares have no par value.

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4.1. Shareholder Equity and Reserves (Continued)

Recognition and measurement

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

with the exception of shares issued to OCA Employees Trustee Limited,

a subsidiary, on behalf of Oceania employees in relation to a Long Term

Incentive Plan (“LTIP”).

The 3,164,556 shares issued to OCA Employees Trustee Limited for the LTIP

are classified as Treasury Shares as the Company has a beneficial interest in the

shares until the vesting conditions are met.

Group structure

The Group’s parent entity is Oceania Healthcare Holdings Limited (“OHHL”)

and its ultimate owners are The Trust Company Limited (interest 98.8%) and

Ngakuta Trust Company Limited (interest 1.2%). On 5 September 2018 OHHL

sold 15.56% of its holding resulting in a remaining 41.65% shareholding as at

30 November 2018 (31 May 2018: 57.21%).

Dividends

On 25 January 2019, an interim dividend of 2.1 cents per share (not imputed)

was declared and will be paid on 18 February 2019 (31 May 2018: full year

dividend of 4.7 cent per ordinary share). The record date for entitlement is

11 February 2019.

Asset revaluation reserve

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

and buildings and land and buildings under development.

Interest rate swap reserve

The interest rate swap reserve is used to record gains or losses on instruments

used as cash flow hedges. The amounts are recognised in the Consolidated

Statement of Comprehensive Income when the hedged transaction affects

profit and loss.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

4.2. Earnings per Share

Earnings per share

Basic

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

Group by the weighted average number of ordinary shares outstanding

during the period.

$’000

Unaudited

30 Nov 2018

Unaudited

30 Nov 2017

Profit after tax ($’000)1,25242,521

Weighted average number of ordinary shares

outstanding ('000s)604,359604,359

Basic earnings per share (cents per share)0.27.0

Diluted

Diluted earnings per share is calculated by adjusting the weighted average

number of ordinary shares outstanding to assume conversion of all dilutive

potential ordinary shares. As at 30 November 2018 there were 2,730,772

shares with a dilutive effect (30 Nov 2017: 1,820,515).

$’000

Unaudited

30 Nov 2018

Unaudited

30 Nov 2017

Profit after tax ($’000)1,25242,521

Diluted weighted average number of ordinary shares

outstanding ('000s)605,546605,047

Diluted earnings per share (cents per share)0.27.0

4.3. Borrowings

$’000

Unaudited

30 Nov 2018

Audited

31 May 2018

Secured

Bank loans201,779163,283

Capitalised loan costs(946)(413)

Finance leases6,1475,841

Total borrowings206,980168,711

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

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4.3. Borrowings (Continued)

Financing arrangements

At 30 November 2018, the Group held committed bank facilities with drawings

as follows:

Unaudited 30 Nov 2018Audited 31 May 2018

$’000CommittedDrawnCommittedDrawn

General Corporate Facility135,00083,26975,00062,157

Development Facility215,000118,510160,000101,126

Total350,000201,779235,000163,283

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

with current development projects. The revolving General Corporate Facility

is used for general corporate purposes as well as to fund the acquisition

of development land and consent costs for projects not currently funded by the

Development Facility.

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

on the Development Facility is capitalised and repaid together

with principal using the ORA licence proceeds received upon settlement of

initial sales of newly developed units and care suites. Line fees are payable

quarterly on the committed General Corporate Facility and the Committed

Development Facility.

The Group increased its borrowing limits on 6 July 2018 to $135m (31 May

2018: $75m) for the General Corporate Facility and $215m (31 May 2018:

$160m) for the Development Facility and extended both facilities to July 2023.

Finance lease

Finance lease liabilities relate to the lease of various equipment and motor

vehicles and are effectively secured as the rights to the leased asset revert to

the lessor in the event of default.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

5. Other Disclosures

5.1. Income Tax

$’000

Unaudited

30 Nov 2018

Unaudited

30 Nov 2017

Income tax (benefit) / expense

Current tax--

Deferred tax(4,507)1,890

(4,507)1,890

Taxation expense is calculated as follows:

(Loss) / profit before income tax(3,255)44,411

Tax at the New Zealand tax rate of 28% (911)12,435

Adjusted by the tax effect of:

Non-deductible expenditure6888

Capitalised interest deductible for tax(739)(259)

Taxable deferred management fees630-

Non-assessable revaluation of investment property(455)(9,561)

Taxable depreciation(1,573)(1,862)

Accounting depreciation1,2231,084

Non-deductable impairment / (reversal of non-

deductable impairment) of fixed asset1,585(313)

Adjustment for timing difference of provisions(333)(92)

Other--

Losses not recognised / (utilised)505(1,520)

Current tax expense

--

Impact of movements in investment property787(1,098)

Impact of movements in property, plant and equipment 1,1421,311

Other adjustments332157

Deferred management fees(630)-

Prior period adjustment: treatment of DMF income(6,138)-

Losses derecognised-1,520

Deferred tax (benefit) / expense(4,507)1,890

Income tax (benefit) / expense (4,507)1,890

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

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5.1. Income Tax (Continued)

Movement in the deferred tax balance

$’000

Balance


1 June 2018

(audited)

Recognised in

Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance


30 Nov 2018

(unaudited)

Investment property(9,624)(787)-(10,411)

Property, plant and equipment(18,470)(1,142)(2,834)(22,446)

Provisions and other assets / liabilities4,759(332)(27)4,400

DMF revenue in advance-6,768-6,768

Tax losses----

Deferred tax liabilities

(23,335)4,507(2,861)(21,689)

$’000

Balance


1 June 2017

(audited)

Recognised in

Consolidated

Statement of


Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance


31 May 2018

(audited)

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

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

Provisions and other assets / liabilities4,158522794,759

DMF revenue in advance----

Tax losses2,339(2,339)--

Deferred tax liabilities

(24,808)1,096377(23,335)

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

5.1. Income Tax (Continued)

Recognition and measurement

No income tax was paid or payable during the period (30 November 2017: nil).

Key accounting judgements

(i) Deferred tax on investment property

Deferred tax on investment property is assessed on the basis that the asset

value will be realised through use (“Held for Use”). This is a key accounting

judgement. Refer to the 31 May 2018 consolidated annual financial statements

for details.

(ii) Recognition of DMF

The interpretation of NZ tax laws in relation to DMF involves significant

judgements and uncertainty. As at 31 May 2018, the Group recognised DMF

for tax purposes in a manner consistent with the revenue recognition policy.

As explained in the 31 May 2018 consolidated annual financial statements, the

Inland Revenue was disputing the tax treatment adopted by the Group in

respect of the 2016 income year.

During October 2018, the Group obtained a binding ruling from the IRD,

applicable for ORAs entered into after 1 June 2018 with certain revisions to

the DMF term. Pursuant to this ruling DMF revenue is recognised as derived

on the exit of a unit or care suite by a resident. On 20 November 2018, as a

result of the binding ruling and associated certainty of the tax position going

forward, the Group resolved the dispute with the IRD. The Group have included

an adjustment in the 31 May 2018 tax return to recognise tax on deferred

management fees in accordance with the contractual term of the resident’s

ORA as opposed to the average expected occupancy for the relevant

accommodation.

This resulted in the recognition of a tax liability of $6.1m, being the tax effect

of the cumulative difference between the two treatments of $21.9m. This was

fully met by the application of $21.9m of the $64.6m available tax losses that

had not previously been recognised on this Consolidated Balance Sheet.

A corresponding deferred tax asset of $6.1m was recognised at this point for

tax paid on DMF revenue in advance of its accounting recognition. A movement

of $0.6m has been recognised in the six month period resulting in a closing

deferred tax asset of $6.7m in respect of DMF revenue.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

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5.1. Income Tax (Continued)

(iii) Recognition of tax losses

The Company and its subsidiaries exited the former OHHL tax consolidated

group from 31 May 2015. All tax losses incurred by the Company and its

subsidiaries until 31 May 2015 remain within the tax consolidated group

(of which OHHL is the sole member).

On 5 September 2018 the Group forfeited all losses generated prior to IPO

as a result of the sale of 15.56% of OHHL’s shareholding in the Company

(refer note 4.1).

The Group utilised $21.9m of losses to offset additional tax liabilities due

following the change in recognition of DMF revenue noted above. Following

the utilisation, forfeit and inclusion of losses generated in the 2019 interim

period, the Group has an estimated $26.2m (31 May 2018: $64.6m) of available

tax losses at 30 November 2018.

As the timeframe for any further forfeiture of losses is uncertain no tax losses

have been recognised as at 30 November 2018 (31 May 2018: nil).

5.2. New Accounting Standards

(a) New and amended standards adopted by the Group

In the current year, the Group adopted all mandatory new and amended

standards and interpretations, including:

NZ IFRS 9, Financial Instruments (“NZ IFRS 9”) (effective for the Group from

1 June 2018)

The standard addresses the classification, measurement and recognition of

financial assets (cash, trade receivables and sundry receivables) and financial

liabilities, the impairment of financial assets and hedge accounting.

In summary:

(i) Classification and measurement – Financial assets are required to be

classified into two measurement categories: those measured at fair value

and those measured at amortised cost. The determination is made at initial

recognition. The classification depends on the entity's business model

for managing its financial instruments and the contractual cash flow

characteristics of the instrument. For financial liabilities, the standard retains

most of the NZ IAS 39 Financial Instruments: Recognition and Measurement

(“NZ IAS 39”) requirements. Trade receivables are amounts due from

residents and various government agencies held to collect contractual cash

flows in the ordinary course of business. These balances shall continue to be

held at amortised cost less a provision for impairment.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

5.2. New Accounting Standards (Continued)

(ii) Impairment – The expected credit loss model for impairment of financial

assets replaces the incurred loss model used in NZ IAS 39. The Group

has applied the simplified approach to measuring expected credit losses

which uses a lifetime expected loss allowance for all trade receivables and

requires recognition from initial recognition of the trade receivables.

To measure expected credit losses, trade receivables have been grouped

and reviewed on the basis of number of days since resident departure and

the funding stream, type of debtor. Judgement is used in selecting the

inputs to the impairment calculation and is based on past history and

forward looking assumptions. Application of the NZ IFRS 9 impairment

model has not had a material impact on the carrying value of expected

credit losses. No material impact was noted with respect to the opening

provision therefore no adjustments have been made to opening balances.

(iii) Hedge accounting – The rules on hedge accounting have been amended to

align accounting treatment with risk management practices of the reporting

entity. The Group have elected to continue to apply the hedge accounting

requirements of NZ IAS 39 to existing hedge instruments on transition.

NZ IFRS 9 will require several new disclosures with respect to credit risk,

expected credit losses and hedge accounting, from the point of time that

new hedge arrangements are entered into.

NZ IFRS 15, Revenue from contracts with customers (“NZ IFRS 15”) (effective

for the Group from 1 June 2018)

The Group have determined that NZ IFRS 15 has not resulted in a change

to either recognition or measurement of revenue and therefore there is no

requirement to restate revenue reported in prior periods. The Group will

continue to recognise each of care fees, village service fees and rental

income in line with the date that the service is rendered.

The following are noted in relation to the main revenue streams:

(i) Deferred management fees – A contract is in place with all village residents

by means of an ORA, which gives the residents the right to occupy a unit.

This type of arrangement is considered a lease under NZ IAS 17 Leases and

NZ IFRS 16 Leases after its adoption and is excluded from the scope of NZ

IFRS 15. There is no change to the recognition or measurement of deferred

management fee revenue from ORA. Deferred management fee revenue

continues to be recognised on a straight-line basis over the greater of the

term specified in a resident’s ORA and the average expected occupancy

for the relevant accommodation.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

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5.2. New Accounting Standards (Continued)

(ii) Rest home, hospital and dementia fees – A contract is in place with all care

residents by means of an admission agreement. The resident receives the

benefit as the daily care is administered and each resident incurs an agreed

upon contracted daily care fee. Rest home, hospital and dementia service

fees are recognised in the accounting period in which the services are

rendered and are specifically linked to the day the service is delivered.

(iii) Village service fees – Village service fees are charged to residents to

recover village operating costs. A contract is in place with all village

residents by means of an ORA. The resident receives the benefit of service

as they occupy the accommodation and have a contracted agreed weekly

fee. Village service fees are recognised in the accounting period in which

the services are rendered and are specifically linked to the day the service

is delivered.

(iv) Rental income – Contracts are in place with all rental residents in the form

of rental agreements which detail the relevant weekly / monthly rental fee.

Rental agreements to occupy and accommodation are considered a lease

under NZ IAS 17 Leases and NZ IFRS 16 Leases after its adoption and are

excluded from the scope of NZ IFRS 15. The resident receives the benefit

as they occupy the accommodation and revenue shall continue to be

recognised on a straight-line basis.

(b) Standards, amendments and interpretations to existing

standards that are not yet effective and have not been early

adopted by the Group

The following relevant standard has not been early adopted by the Group

but is to be adopted from 1 June 2019 which is the Group’s mandatory

adoption date.

NZ IFRS 16, Leases (“NZ IFRS 16”) (effective for the Group from 1 June 2019)

NZ IFRS 16 sets out the principles for the recognition, measurement,

presentation and disclosure of leases. The objective of the standard is to

ensure that lessees and lessors provide relevant information in a manner that

faithfully represents those transactions.

The standard does not change the accounting treatment from the perspective

of lessors and the Group does not expect a change in recognition of rental and

DMF income.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2018

5.2. New Accounting Standards (Continued)

The standard requires a lessee to recognise a lease liability on the balance

sheet reflecting the future lease payments and a right-of-use asset for all lease

contracts except those which are of low value or short term. This standard

will affect primarily the accounting of the Group’s operating leases. As at

30 November 2018 the Group had non-cancellable operating lease

commitments of $13.8m. Many of the Group’s leases relate to leases of low

value assets, however, the Group currently leases three care facility sites and

the impact of recognising these properties on balance sheet will be material

to the Group.

The Group has commenced the process of estimating the impact of NZ IFRS 16

with respect to those lease contracts which extend beyond 1 June 2019. Work

has focused on the identification and understanding of the provisions of the

standard which will most impact the Group, discount rate determination and

the review of system requirements. A lease management system has been

implemented and all current leases have been loaded to establish the financial

impact of adoption.

The adoption of NZ IFRS 16 will have no effect on the Group’s cashflow and the

change is for financial reporting purposes only. The Group has chosen to not

early adopt the standard to allow further time to fully understand the impact

and determine which transition approach to apply.

5.3 Contingencies and Commitments

At 30 November 2018, the Group had no contingent liabilities or assets

(31 May 2018: nil).

At 30 November 2018, the Group has a number of commitments to develop

and construct certain facilities totalling $91.2m (31 May 2018: $104.6m).

5.4 Events After Balance Date

Dividends

On 25 January 2019 an interim dividend of 2.1 cents per share (not imputed)

was declared and will be paid on 18 February 2019. The record date for

entitlement is 11 February 2019.

There have been no other significant events after balance date.

Independent Review Report (Continued)
To the shareholders of Oceania Healthcare Limited

Independent Review Report

To the shareholders of Oceania Healthcare Limited

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Report on the consolidated interim financial statements

We have reviewed the accompanying consolidated interim financial statements of

Oceania Healthcare Limited (the Company) including its subsidiaries (together, the

Group) on pages 15 to 49 which comprise the consolidated balance sheet as at

30 November 2018, and the consolidated statement of comprehensive income,

the consolidated statement of changes in equity and the consolidated cash flow

statement for the six months ended on that date, and a summary of significant

accounting policies and selected explanatory notes.

Directors’ responsibility for the consolidated interim financial

statements

The Directors are responsible on behalf of the Company for the preparation and

presentation of these consolidated interim financial statements in accordance with

International Accounting Standard 34 Interim Financial Reporting (IAS 34) and

New Zealand Equivalent to International Accounting Standard 34 Interim Financial

Reporting (NZ IAS 34) and for such internal control as the Directors determine is

necessary to enable the preparation of consolidated interim financial statements that

are free from material misstatement, whether due to fraud or error.

Our responsibility

Our responsibility is to express a conclusion on the accompanying consolidated

interim financial statements based on our review. We conducted our review in

accordance with the New Zealand Standard on Review Engagements 2410 Review of

Financial Statements Performed by the Independent Auditor of the Entity (NZ SRE

2410). NZ SRE 2410 requires us to conclude whether anything has come to our

attention that causes us to believe that the consolidated interim financial statements,

taken as a whole, are not prepared in all material respects, in accordance with IAS 34

and NZ IAS 34. As the auditors of the Company, NZ SRE 2410 requires that we

comply with the ethical requirements relevant to the audit of the annual financial

statements.

A review of consolidated interim financial statements in accordance with NZ SRE

2410 is a limited assurance engagement. The auditor performs procedures, primarily

consisting of making enquiries, primarily of persons responsible for financial and

accounting matters, and applying analytical and other review procedures. The

procedures performed in a review are substantially less than those performed in an

audit conducted in accordance with International Standards on Auditing (New

Zealand) and International Standards on Auditing. Accordingly, we do not express an

audit opinion on these consolidated interim financial statements.

We are independent of the Group. Our firm carries out other assurance services for

the Group in the areas of trustee reporting and tax advisory. The provision of these

other services has not impaired our independence as auditor of the Group.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that

these consolidated interim financial statements of the Group are not prepared, in all

material respects, in accordance with IAS 34 and NZ IAS 34.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our review

work has been undertaken so that we might state to the Company’s shareholders

those matters which we are required to state to them in our review report and for no

other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the shareholders, as a body, for our review

procedures, for this report, or for the conclusion we have formed.

For and on behalf of:

Chartered Accountants Auckland

25 January 2019

Notes
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oceaniahealthcare.co.nz

---

MEDIA RELEASE
25 January 2019

Oceania Healthcare grows profit for the six months ended

30 November 2018


Highlights

• Underlying net profit after tax of $20.9m representing a 5.3% increase over the prior

corresponding period. Continuing business operations increased underlying net

profit after tax by 8.7% over this same period.

• Total comprehensive income attributable to shareholders of $19.5m delivered during

the period, driven by the completion of new care developments, revaluations and

conversions of care suites.

• Operating cashflow improved from $17.1m to $47.1m (175.9%) with $43.5m of sales

proceeds from our developments completed earlier in 2018, an increase of 287.8%.

• Total assets increased by $209.7m over the prior corresponding period to $1.2bn

due to significant development capital expenditure, acquisition of land adjoining

existing sites and revaluations.

• First stage of The BayView (Tauranga) delivered on time and on budget. Premium

aged care facility comprising 81 Care Suites with 60 rooms already occupied by

residents transferring from old facility, opening the way for Stage 2 (74 independent

living units and new community centre) which commenced in December 2018.

• All apartments at Meadowbank Stage 3 now sold or under application.

• Development programme across other key sites continuing to accelerate with 587

units and care suites now under construction across nine projects.

• Strong increase in aged care occupancy levels across the Group; 92.0% occupancy

recorded as at 30 November 2018 at care homes that are not impacted by our

redevelopment activity (up from 89.9% in prior corresponding period).

• Winner of Excellence in Food and Innovative Service Delivery categories at New

Zealand Aged Care Association annual awards.

• Significant increase in pay for Registered Nurses to reflect DHB settlement and

retain key staff.

• Interim dividend per share announced of 2.1 cents per share (not imputed) payable

on 18 February 2019.





$’m


Growth


Nov 2018

$m

Nov 2017

*


$m

$m %

Operating Revenue 96.4 92.1 4.3 4.7%

Underlying NPAT 20.9 19.9 1.0 5.3%

Underlying NPAT – continuing

operations*

20.5 18.8 1.7 8.7%

Total Comprehensive Income 19.5 42.9 (23.4) (54.5)%

Reported NPAT 1.3 42.5 (41.3) (97.1)%

Total Assets 1,208.8 999.1 209.7 21.0%

Operating Cashflow 47.1 17.1 30.0 175.9%


*Underlying NPAT – continuing operations contains a proforma adjustment that excludes divested site earnings in both

1HY2019 and 1HY2018. Sites were divested in 1HY2019.


Earl Gasparich, Chief Executive Officer, commented:

We have delivered a strong result for the first half of the year with 8.7% growth achieved

across our continuing business operations reflecting increases in deferred management fees

from our Village business and realised development gains from sites completed earlier in the

year.

In accordance with our strategy for our aged care business, we converted a number of care

rooms into premium care suites over the period. These conversions, as well as the

completion of the new care suite facility at The BayView (Tauranga) and increase in

revaluations of our existing care suites, sites, increased total comprehensive income

attributable to shareholders to $19.5m during the period. Due to the classification of our

care facilities in the financial statements as property, plant and equipment rather than

investment property, these increases in valuation are not recorded in our statutory reported

profit.

Underlying net profit after tax attributable to our Retirement Village business increased by

$5.4m or 32.9% in the period due to the sale of new units completed earlier in the year, as

well as the continuation of strong resale margins for existing independent living units

(30.3%). Sales at our Meadowbank Village have been particularly strong, with all 62

apartments in Stage 3 now either sold or under application, less than a year since this stage

was completed.

We have focused heavily on generating higher revenues in our Care business through

occupancy and premium room charges given the increase in operating costs particularly



staff costs associated with the equal pay settlement and registered Nurse pay rates.

Occupancy across our non-development sites has increased materially over the six-month

period and across all sites is now 92.0%. This has been driven by site refurbishments

including conversion of standard beds to Care Suites and our new operational management

structure put in place earlier this year. We are continually enhancing our service delivery

and once again achieved recognition for our industry-leading care offering by winning both

the Excellence in Food and Innovative Service Delivery categories at New Zealand Aged

Care Association annual awards.

Operating cashflow was particularly strong over the period, increasing from $17.1m to

$47.1m (175.9%) with sales proceeds from our developments completed earlier in 2018

contributing $43.5m, which represents an increase of 287.7% compared to the prior

corresponding period. Our total assets are now $1.2bn given that significant development

capital expenditure, as well as the acquisition of land adjoining existing sites and

revaluations.

While our developments are funded from our bank facilities that we increased and extended

earlier in the year to July 2023, our net debt of $197.3m as at 30 November 2018 represents

a prudent gearing level of 26.7% (net debt to net debt plus equity).

We continue to deliver all of the development projects in our pipeline on time and on budget,

an excellent achievement in the current construction market. This is testimony to our highly

skilled and experienced internal project management team and the quality of our designs.

As well as completing Stage 1 of The BayView in Tauranga (81 Care Suites) in October this

year, we are well on track to complete The Sands (Browns Bay, Auckland) and

Meadowbank Stage 4 (Auckland) by the end of the current financial year, followed shortly

thereafter by Stage 1 of Trevellyn (Hamilton) comprising 90 Care Suites. With Green

Gables (Nelson) progressing well and on track to be completed in the 2020 financial year,

Stage 2 of The BayView (74 apartments and new community centre) now commenced and

Windermere (71 Care Suites, 22 apartments, and new community centre) also underway in

January 2019, we have 587 units and beds under construction throughout the country.

We have also recently obtained new resource consents for the development of a new 142

care suite home at Elmwood Village (The Gardens, Auckland), and the expansion of

Eversley (Hastings) and Eden Villages (Auckland). Of the 2,065 beds and units in our total

development pipeline, 73.4% already has resource consents in place, considerably reducing

the risk associated with delivery of this new product over the next six years.

In the second half of the year we will complete The Sands and Meadowbank Stage 4

developments, continue the conversion of standard rooms to Care Suites and drive higher

occupancy levels across our Care portfolio. We have already received presale applications

for 13 apartments at The Sands with strong pricing that reflects the high quality of the

product. We will also continue to roll out our new Clinical Information System after a

successful pilot in Auckland and of course rollout our new, higher care service delivery

standards across all premium facilities.



On behalf of the Board, Oceania Chair Liz Coutts confirmed that an interim dividend of 2.1

cents per share (not imputed) would be paid to shareholders on 18 February 2019. This

dividend reflects Oceania’s steady earnings and cash flow and is in line with the Board

policy.

ENDS


For all media enquiries, please contact Miriam Carter of Oceania Healthcare on (09) 361 0350.

Oceania Healthcare Limited is New Zealand’s third largest residential aged care provider and sixth largest

retirement village operator. Oceania Healthcare has a total of 3,668 beds, suites and units located at 46 sites in

the North and South Islands.

This release should be read in conjunction with the Financial Statements contained within the Interim Report.

---

1
Underlying profit is a non GAAP measure. Underlying profit determines the dividend payout

to shareholders, and a reconciliation to reported profit is included in note 2.1 in the interim

financial statements attached to this release.

Oceania Healthcare Limited

Results for announcement to the market


Reporting Period 6 months to 30 November 2018

Previous Reporting

Period

6 months to 30 November 2017


Amount (000s) Percentage change

Revenue from ordinary

activities

$NZ 96,415 4.7%

Change in fair value of

investment properties

$NZ 1,624 (95.2)%

Total Revenue $NZ 98,038 (22.4)%

Underlying Net Profit

After Tax

1


$NZ 20,942 5.3%

Reported Net Profit

(loss) from ordinary

activities after tax

attributable to security

holder

$NZ 1,252 (97.1)%

Reported Net Profit

(loss) attributable to

security holders

$NZ 1,252 (97.1)%

Reported Total

Comprehensive Income

$NZ 19,512 (54.5)%


Final Dividend Amount per security Imputed amount per

security

$NZ 0.0210 $NZ 0.0000


Record Date 11 February 2019

Dividend Payment Date 18 February 2019


30 November 2018 30 November 2017

Net tangible assets per

security

$NZ 0.86 $NZ 0.81


Comments: A brief Please refer to other attached documents (unaudited

consolidated financial statements and interim report,

media release and results presentation).


m


The fi

---

APPENDIX 7 – NZSX Listing Rules
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(Please provide any other relevant

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of Issuer

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make this notice

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Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

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non-renouncable

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a

whether:

Interim

a

YearSpecialDRP Applies

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If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

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be issued following eventEntitlement

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Treatment of Fractions

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provide an

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ORexplanation

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of the

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ranking

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Source of

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(does not include any excluded income)

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(only applicable to listed PIEs)

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Currencydividendin dollars and cents

details -

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conversion notices mailedMust be within 5 business days

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EMAIL: announce@nzx.com

Notice of event affecting securities

Oceania Healthcare Limited (OCA)

Anna ThorburnDirectors Resolution

+ 64 9 213 102225012019

Ordinary SharesNZOCAE0002S0

NA

In dollars and cents

Interim Dividend ex Retained Earnings

$0.021

Enter N/A if not

applicable

NA$0.006930NA

NANA

New Zealand DollarsNA

NZD$12,815,345

Date Payable

NA

11 February, 201918 February, 2019

NANA

---

22

3
STRICTLY CONFIDENTIAL

3

The BayView,

4

5









6








7

8
STRICTLY CONFIDENTIAL

3

9

10
1. Refer to glossary

11
1. Lost time injury frequency measures the average number of injuries for the workforce for every one million hours worked inthe previous 12 month period

12

13

14
1. Average occupancy at care homes not affected by redevelopment activity in the period

15

16
STRICTLY CONFIDENTIAL

3

17
⚫Stage 1 new care facility (81 care suites) at

The BayView(formerly Melrose)

commissioned in December 2018.

⚫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

⚫Green Gables (61 care suites and 28

apartments) commenced in June 2018

⚫Resource consent obtained for 61 care suites

at Eversley in Hawkes Bay

⚫Stage 1 at Elmwood (142 care suites) received

resource consent

⚫A new dementia unit at Meadowbank(Stage

6, 36 care suites) received resource consent

⚫Windermere Stage 1 (71 care suites and 22

apartments)commenced in January 2019

⚫Stage 2 at The BayView(74 apartments)

commenced in December 2018

⚫Gracelands Stage 1 (17 villas) commenced in

January 2019

⚫7villas at Whitiangacommenced in January

2019

⚫Stage 5 at Meadowbank(26 apartments)

commenced January 2019

18



19

20

21

22

23

24
1. Median house price calculated using data from sales within 2.0km radius of the Windermere Village, 3+ bedrooms, over 150 square meters

2525

26

27
1. The fair value of investment property includes a fair value movement of $4.5m in relation to the right to use asset at EverilOrr. The contribution to DMF is $0.3m.This is offset by the rental expenses of $4.8m.






28
1. Other is an aggregation of line items that are individually less than $2.0m and includes: Impairment of goodwill; Gain on Sale/Loss on disposal of chattels at decommissioned

sites; DMF in relation to right to use asset; See note 2.1 of the interim financial statements for a further detail.

2. Rental expense of $4.8m relates to the right to use asset at Everil Orr village.





29



30


31
1. Note Care Suite DMF is included in the Care segment but is also presented here to provide an aggregate view of DMF for theGroup.

Villa and Apartment DMF of $8.6m in 1HY2019 excludes $309k of DMF revenue at Everil Orr.



32
0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

0

10

20

30

40

50

60

70

1HY20151HY20161HY20171HY20181HY2019

VillaApartmentCare SuiteDevelopment Margin




33


34



35
1. Calculated as the current/estimated sale or resale price of all units/care suites as determined by CBRE. The FY2018 and FY2017 have been adjusted for the divestment of Dunblane Village. 2. The value of

unsold stock represents the sales prices of units/care suites which are not under contract, as they either newly constructed or have been bought-back from the previous outgoing residents.




̶

̶


495.4604.8

(33.6)(91.8)

(279.7)(312.4)

equals: Embedded value

36
311

341

286

368

504

440

683

943

772

188

211

154

186

263

1HY20151HY20161HY20171HY20181HY2019

VillaApartmentCare Suite






27

12

15

9

17

14

14

7

24

13

15

10

7

24

10.3%

18.4%

15.1%

36.4%

29.5%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

0

10

20

30

40

50

60

70

1HY20151HY20161HY20171HY20181HY2019

VillaApartmentCare SuiteDevelopment Margin

37


1. Refer to Note 4.3 in the interim financial statements. Includes capitalised loan costs.

38
1. No independent valuation was undertaken with respect to the PPE as at 1HY2019 and FYFY2018.

CBRE performed a valuation of our care suites as at 31 October 2018. Management performed a roll

forward for settlements in the month of November.

NZ$m




NZ$m

39
NZ$m

1HY20172HY20171HY20182HY20181HY2019

Development capital expenditureLand acquisitions

40



1. The $73.7m of receipts from new ORAs comprises $43.5m of sales proceeds from first time sales

2. The $35.4m of payments for outgoing ORAs comprises $2.9m of development buybacks

41


42



4343

44
7832,728

305940

1,0883,668

1,2592,065

(108)(648)

-(21)

1,1511,396

2,2395,064

1.Comprising 43 operating villages and 3 undeveloped sites. Facility numbers as at 30 November 2018.

2.Current and planned developments

3.Includes 408care studios which may be initially sold with a PAC, and may subsequently be sold under an ORA

45
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

46
⚫Total dividend declared of 2.10 cps for

1HY2019. 4.3% yield (gross) based on

share price of $1.10 (as at 22 January

2019) and dividends paid during FY2019

⚫Robust cash generation from:

―stable “needs-based” care service

―“annuity-like” DMF earnings from

mature village portfolio

Increase in portfoliofrom

~3,700 to 5,100 units as brownfields

sites redeveloped over

approximately 7 years

Transformation of care portfolio

through premium chargingand

care suitemodel (change from

34% at FY2018 of beds to 68%) over

this period

Development cashflowsfrom

existing brownfields landbank -73%

already consented

Trail incomefrom care earnings

and DMFfrom developments

47
⚫Aged care is a difficult business to replicate –

there are significant barriers to entry

⚫Residential aged care homes require MoH

certification in order to receive government

funding (and are regularly audited by MoH)

⚫Processes, systems and well-trained staff are

required to achieve scale, maintain high

standards of service delivery and comply with

regulatory requirements

⚫Funding contracts and relationships with DHBs

⚫Care revenue and cash flows are stable

⚫Governments have funded increases to the

sector at greater than CPI over the last

decade

⚫Aged care services are “needs based” -

demand is less affected by residential house

prices and economic cycles

⚫Providing a “continuum of care” on site allows

residents to age in place, which is a key

attraction to residents and their families when

choosing a retirement village

48

49

50
83

26

36

108

74

161

90

134

89

93

46

120

137

17

33

7

11

48

61

142

51
⚫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

CY2018

52




53

Eden

Auckland

54

55
1HY20141HY20151HY20161HY20171HY20181HY2019

Villa

302736313224

Apartment

14162820128

Care Suite

42826322547

Total487190836979

Resales Margin18.3%22.1%24.7%25.4%28.4%23.4%

1HY20141HY20151HY20161HY20171HY20181HY2019

Villa6271215917

Apartment1714140724

Care Suite7131510724

Total305441252365

Development Margin

12.6%10.3%18.4%15.1%36.4%29.5%

1HY20141HY20151HY20161HY20171HY20181HY2019

Villa61,36378,352100,190112,506127,926148,958

Apartment32,92975,99469,05099,34596,54275,875

Care Suite17,50020,56322,71229,81856,48037,606

Total49,41555,03068,11977,45596,58275,310

56

57
1. Net Buybacks is the difference between the gross ORA payments made in relation to units bought back (and not resold) during the year and the gross ORA receipts from units resold during the year that

were bought back in prior financial years

58
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 gains or loses from the sale or decommissioning of assets;

•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.

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.

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.

59
A room or studio certified for the provision of care by the Ministry of

Health which has been licensed under an ORA

Deferred management fees, charged under an ORA, which accrue 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.

Held for sale

Independent living units (villas and apartments) sold under an

Occupation Right Agreement

Investment Property

Ministry of Health

A globally recognised metric for measuring customer satisfaction, the Net

Promoter Score system is designed to gauge customers’ willingness to

recommend a product or service to others.

An occupation right agreement that confers on a resident the right to

occupy a unit or care suite subject to certain terms and conditions set out

in the agreement

Premium accommodation charge on a care bed for accommodation

provided above the mandated minimum

Property, Plant and Equipment

Resale gain, as included in the definition of underlying profit, divided by

the ORA licence payment previously received from the outgoing resident

Includes independent villas and apartments

Work in progress

60
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 30 November 2018. Please refer to the Financial Statements for the period

ended 30 November 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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