Financial Results for the Year Ended 31 May 2019

MEDIA RELEASE 25 July 2019
Oceania Healthcare reports completion of key
development projects and strong sales momentum
for the year ending 31 May 2019

Highlights
• Three key development projects completed on time and on budget, adding $131.8m
to total assets. FY2020 development programme on track with 265 beds and units to
be delivered, slightly higher than previous guidance.
• Strong sales rate and pricing at recently completed development sites tracking ahead
of expectation.
• Operating revenue increased by $5.4m (2.9%) due to increased aged care
occupancy, higher income from premium rooms and increased income from
retirement village operations.
• Reported net profit after tax of $45.4m was $31.6m below last year primarily due to
existing village valuations remaining stable.
• Underlying net profit after tax from continuing operations of $49.7m was consistent
with last year. Improved development margins were offset by increased costs to
improve care earnings in future years and interest costs to fund development activity.
• Operating cashflow increased 8.6% to $89.3m as a result of sale proceeds from
developments completed in the last financial year.
• Total assets increased by 22.0% to $1.4bn which reflects the significant development
capital expenditure, greenfields acquisitions and revaluations.
• Aged care occupancy of 92.8% at aged care sites not impacted by redevelopment
activity.
• Final dividend per share declared of 2.6 cents per share (not imputed) payable on 26
August 2019 with record date 12 August 2019, maintaining a full year dividend of 4.7
cents per share (not imputed).

$ million Year to 31 May Growth

2019
(this year)
2018
(last year)
$m %
Operating Revenue 189.4 184.0 5.4 2.9%
Reported NPAT 45.4 77.0 (31.6) (41.0)%
Underlying NPAT* 49.7 50.6 (0.9) (1.8)%
Operating Cash Flow 89.3 82.2 7.1 8.6%
Total Assets 1399.4 1147.2 252.2 22.0%
Final Dividend (cents/ share) 2.6 2.6 - n/a
Total Dividend (cents/ share) 4.7 4.7 - n/a
*From continuing operations. Adjustment is included to both 2019 and 2018 for sites divested during 2019

Aged Care and Retirement Village Operator and Developer Oceania Healthcare reported a
net profit after tax for the year ending 31 May 2019 of $45.4m which is below its reported
profit last year due to the valuation of existing villages remaining stable this year when
compared with the last financial year.
Oceania Healthcare CEO Earl Gasparich advised that “while Oceania Healthcare’s reported
profit includes the increase in fair value generated from the completion of our two Auckland
investment property developments this year, it excludes the increase in value of property,
plant and equipment from the care suites completed at these two Auckland sites as well as
at The BayView (Tauranga). Together, these 159 new care suites added $23.8m to our
assets this year”.
Mr Gasparich said “given Oceania Healthcare’s current position in the redevelopment and
conversion cycle of its existing facilities, our underlying net profit after tax from continuing
operations, which excludes the impact of unrealised movements in the fair value of
investment property, was relatively consistent with last year at NZ$49.7 million. This reflects
the completion of our two key development sites (Meadowbank Stage Four and The Sands,
Auckland) at the end of our financial year, which only allowed for a small number of
residents to move in before the end of May. Sales have been very strong at these two sites
during June and July to date, and we expect this to continue as they are sold down over the
coming year. While underlying profit reflected improved development margins in FY2019,
there were also increased interest costs to fund the development activity.” In total, Oceania
Healthcare’s asset base increased by 22.0% to $1.4bn in 2019.
Mr Gasparich was pleased to report aged care occupancy increased to 92.8%, compared to
90.8% last year, primarily due to the investment made in refurbishing Oceania Healthcare’s
existing portfolio and in particular converting older, standard aged care rooms into its
premium care suite product, which is sold under occupation right agreement. Oceania
Healthcare’s care suite model is popular with residents across the country, who are
increasingly demanding rooms and common areas that are of a significantly higher standard
than the traditional rooms that are funded by Government contributions alone.
Earnings from aged care were $2.7m (9.8%) below last year due to rooms being unavailable
during the redevelopment and refurbishment process, the impact of sector-wide wage cost
increases and start-up costs incurred in opening new aged care sites. “We are now well into
the cycle of decommissioning older sites and replacing them with our new, premium offering”
said Mr Gasparich. “This redevelopment process means there is a period at the beginning
of the cycle where earnings from our aged care segment are negatively impacted, and we
have seen this in the 2019 financial year as we opened The BayView in Tauranga and
neared completion of Awatere in Hamilton”.
Oceania Healthcare’s current development programme remains on track to deliver a further
265 beds and units in the next financial year. In addition, new resource consents were
obtained at five redevelopment sites during the year. “With the projects recently completed,
our development pipeline is 1,995 retirement village units and aged care beds, with 67.3% of
this already having resource consents in place”.

Mr Gasparich said “at Oceania Healthcare we are investing in our people with record
numbers of Healthcare Assistants achieving new qualifications and staff at all levels
receiving increases in wage rates during the year. I am also delighted to announce that an
employee share scheme is being introduced for our permanent employees. This will give
staff an opportunity to own a stake in Oceania Healthcare and share in our growth”.
Oceania Healthcare Chair Liz Coutts advised that Directors had declared a final 2019
dividend of 2.6 cents per share (not imputed) to be paid on 26 August 2019 with a record
date of 12 August. This maintains full year dividend of 4.7 cents per share (not imputed) and
represents a dividend payout ratio of 57% of underlying net profit after tax. The Board also
approved the implementation of a dividend reinvestment plan for New Zealand and
Australian shareholders to take effect from the dividend payable on 26 August 2019.
Participating shareholders will be able to reinvest their final dividend, or part thereof, with a
discount of 2.5% on the five day volume weighted average price commencing from the ex-
dividend date.


ENDS
For all media enquiries, please contact Miriam Carter 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 2,654 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 Annual Report.

Appendix
Reconciliation of reported net profit after tax to underlying net profit after tax

$ million 2019
(this year)
2018
(last year)
Growth

Reported net profit after tax 45.4 77.0 (31.6)
less: Change in fair value of investment property and
impairment of PPE
(39.6) (69.5) 29.8
add: Impairment of goodwill 8.1 0.0 8.1
add: Realised gains on resales 15.1 16.9 (1.8)
add: Realised development margin 29.2 21.1 8.1
less: Deferred tax (13.6) (1.1) (12.5)
add: Rental expenses in relation to right to use asset 6.2 7.8 (1.6)
add: Other (0.7) (0.1) (0.5)
Underlying NPAT 50.2 52.1 (1.9)
less: Divested site earnings (0.5) (1.5) 1.0
Underlying NPAT - Continuing operations 49.7 50.6 (0.9)

---

•
•

●
―
―
●
―
―
―
●
●
●
●
●
●
●

●
●
●
●
●
●
●
●
●
●

12
●
●

13

14

15

16

17

18

19

20

1.The fair value of investment property includes a fair value movement of $5.5m in relation to the right to use asset at EverilOrr. The contribution to DMF is $0.7m. This is offset by the rental expenses of
$6.2m.
⚫
⚫
➢
➢
⚫
⚫
⚫

1.Rental expense of $6.2m in FY2019 relates to the right to use asset at Everil Orr village. There is a corresponding credit in IP which is also removed as part of this adjustment. Net nil effect.
2.“Other” is an aggregation of line items that are individually less than $2.0m and includes: Gain on Sale/Loss on sale or disposal of decommissioned assets and DMF in relation to right to use asset. See note 2.1 of
the FY2019 financial statements for a further detail.
⚫
⚫
⚫
⚫

Oceania OccupancySites Unaffected by Development

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 $17.2m in FY2019 excludes $727k of DMF revenue at Everil Orr.
⚫
⚫
⚫

⚫
⚫
⚫
⚫

⚫
⚫
⚫

1. Calculated as the current/estimated sale or resale price of all units/care suites as determined by CBRE –note FY2019 as at 30 April 2019. The FY2018 and FY2017 figures 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

⚫
⚫
⚫
⚫
⚫
⚫
FY2015FY2016FY2017FY2018FY2019
VillaApartmentCare Suite

●
●
●

NZ$m
⚫
⚫
$405,973
$819,535
NZ$m
11.00%17.80%10.00%18.50%
$8.61$19.23$9.65$18.34
$258,183$209,906

NZDm
NZDm

⚫
⚫
⚫

⚫
⚫
⚫

1.Comprising 44 operating villages and 2 undeveloped sites. Facility numbers as at 31 May 2019.
2.Current and planned developments as at 31 May 2019;
3.Includes 360care studios which may be initially sold with a PAC, and may subsequently be sold under an ORA

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
Growing development
track recordand
capability

1. Statistics New Zealand population forecasts as at March 2017.
Population
Aged 85+

•
•
•
•
•
•
•
•
•
•

●
●
●
●
●
●

•
All care beds
(standard, PAC and care
suite) attract a fixed daily
payment
prescribed by the Government
dependent
upon the
level of care
required (hospital,
rest home or dementia).
•
The services funded by the daily fee are
generally the same for all residents of the
same level of care
•
The extent the resident pays for this is
determined by an asset level test.
Upfront
capital payment with DMF
that is
calculated monthly
Daily premium payment –ranges from $10-
$70 a day. Average in NZ is ~$20 a day

●
●
●

1. Changes in capacity and pipeline now includes forecast care suite conversions in the pipeline. Totals for FY2019 reconcile to both the total existing and future post development portfolios on slide 37.

Villa
Apartment
Care Suite
Total
Resales Margin
Villa
Apartment
Care Suite
Total
Development Margin
Villa
Apartment
Care Suite
Total

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

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.

A room or studio certified for the provision of care by the Ministry of
Health which has been licensed under an ORA
Earnings from continuing operations excludes the earnings from sites
divested in FY2019 in all reporting periods
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.
Health Care Assistant
Held for sale
Independent living units (villas and apartments) sold under an
Occupation Right Agreement
Investment Property
Initial Public Offering (of shares in Oceania)
Ministry of Health
Net Profit After Tax
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
Property Price Growth Rate
Resale gain, as included in the definition of underlying profit, divided by
the ORA licence payment previously received from the outgoing resident
Registered Nurse
Includes independent villas and apartments
Work in progress

This presentation has been prepared solely by Oceania Healthcare Limited
("Oceania"). You must read this disclaimer before making any use of this presentation
and the accompanying material or any information contained in it ("Document").
The presentation includes non-GAAP financial measures for development sales and
resales which assist the reader with understanding the volumes of units settled during
the period and the impact that development sales and resales during the period had
on occupancy as at the end of the period.
The addition of totals and subtotal within tables and percentage movements may
differ due to rounding.
The information set out in this Document is an overview and does not contain all
information necessary to make an investment decision. It is intended to constitute a
summary of certain information relating to the performance of Oceania for the period
ending 31 May 2019. Please refer to the Financial Statements for the period ended 31
May 2019 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.

---

Template
Results announcement
(for Debt Security only issuer)
Updated as at 8 May 2019



Results for announcement to the market
Name of issuer Oceania Healthcare Limited
Reporting Period 12 months to 31 May 2019
Previous Reporting Period 12 months to 31 May 2018
Amount (000s) Percentage change
Revenue from continuing
operations
$189,354 3%
Total Revenue $189,354 3%
Underlying net profit after tax
from continuing operations
$49,722 (1.8%)
Total net profit/(loss) $45,371 (41)%
Total Comprehensive
Income
$99,751 22%
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Refer Audited Annual Financial Statements
Authority for this announcement
Name of person

authorised
to make this announcement
Anna Thorburn
Contact person for this
announcement
Anna Thorburn
Contact phone number + 64 9 213 1022
Contact email address Anna.Thorburn@oceaniahealthcare.co.nz
Date of release through MAP

25/07/2019

Audited financial statements accompany this announcement.

---

Template
Distribution Notice

Updated as at 8 May 2019


Section 1: Issuer information
Name of issuer Oceania Healthcare Limited
Financial product name/description Ordinary Shares
NZX ticker code OCA
ISIN (If unknown, check on NZX
website)
NZOCAE0002S0
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies X
Record date 12/08/2019
Ex-Date (one business day before
the Record Date)
9/08/2019
Payment date (and allotment date for
DRP)
26/08/2019
Total monies associated with the
distribution
1

$15,866,618
Source of distribution (for example,
retained earnings)
Retained Earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.02600000
Total cash distribution
3
$0.02600000
Excluded amount (applicable to listed
PIEs)
Na
Supplementary distribution amount Na
Section 3: Imputation credits and Resident Withholding Tax
4

Is the distribution imputed No imputation
If fully or partially imputed, please
state imputation rate as % applied
Na
Imputation tax credits per financial
product
Na
Resident Withholding Tax per
financial product
$0.00858000

1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
4
The imputation credits plus the RWT amount is 33% of the gross distribution for the purposes of this form. If the distribution is fully
imputed the imputation credits will be 28% of the gross distribution with remaining 5% being RWT. This does not constitute advice
as to whether or not RWT needs to be withheld.

Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
2.5%
Start date and end date for
determining market price for DRP
09/08/2019 15/08/2019

Date strike price to be announced (if
not available at this time)
16/08/2019

Specify source of financial products
to be issued under DRP programme
(new issue or to be bought on
market)
New issue
DRP strike price per financial product
TBC
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
13/08/2019
Section 5: Authority for this announcement
Name of person

authorised to make
this announcement
Anna Thorburn
Contact person for this
announcement
Anna Thorburn
Contact phone number + 64 9 213 1022
Contact email address Anna.Thorburn@oceaniahealthcare.co.nz
Date of release through MAP

25/07/2019

---

DIVIDEND
REINVESTMENT

PLAN OFFER
DOCUMENT
OCEANIA HEALTHCARE LIMITED
[25] JULY 2019
DIVIDEND REINVESTMENT
PLAN OFFER DOCUMENT
OCEANIA HEALTHCARE LIMITED | 25 JULY 2019

Oceania
Healthcare
Dividend
Reinvestment
Plan
The Board of Directors of Oceania
Healthcare Limited has approved the
establishment of a dividend reinvestment
plan which offers you the opportunity
to reinvest dividends payable on
existing Shares in Additional Shares.
This provides an easy and convenient
way for you to increase your investment
in Oceania Healthcare without any
brokerage fees.
Participation in the Plan is optional and you can decide
whether to reinvest all, part or none of your cash
dividends in Additional Shares. If you decide not to
participate, you do not need to do anything and you will
continue to receive all future dividends as cash. If you
change your mind regarding participation, you can elect
to join the Plan at any time.
This Offer Document explains how the Plan works and
has been prepared as at 25 July 2019. Capitalised terms
used in this Offer Document have the meanings set out
in the Glossary.
Q&A
02
Terms and conditions
04
Glossary
14
Directory
16
This is an important document. If you
have any questions or are in any doubt
as to what you should do, please
contact your financial adviser.
Contents
www.oceaniahealthcare.co.nz
01

5. What if I change my mind?
You can join the Plan, vary your participation or withdraw
from the Plan at any time online at www.investorcentre.
com/nz or by sending a completed Participation Form
to Oceania Healthcare’s Share Registrar. Participation
Forms are available online or from the Share Registrar
upon request.
6. How much does it cost?
Participation in the Plan is free and provides you with the
ability to acquire Additional Shares free of any brokerage,
commission or other transaction costs.
7. What price will I pay?
The price of Shares under the Plan will be based upon
the volume weighted average sale price of Shares sold
on the NZX Main Board over a period of five trading days
starting on the “Ex Date” (which is one trading day before
the Record Date). The Share price may be subject to a
discount set by the Board from time to time. The discount,
if any, will be announced by Oceania Healthcare to
Shareholders at the same time the dividend is announced
for the relevant period.
8. Can the Plan be changed in the future?
Yes. The Board may change, suspend or cancel the Plan
at its sole discretion. If that occurs, notice will usually be
given through NZX and ASX.
9. Can I sell the Shares I acquire under
the Plan?
Yes. You can sell Shares acquired under the Plan at
any time.
10. Are there any tax implications?
For New Zealand and Australian income tax purposes,
dividends reinvested in shares under a dividend
reinvestment plan are generally treated in the same
manner as a cash dividend. For Australian resident
Shareholders, for the purposes of capital gains tax,
the cost base of the Additional Shares will generally
include the amount of the dividend applied to acquire
the Additional Shares. Oceania Healthcare will provide
details of the amount of the dividend, taxes withheld and
credits available so Shareholders can complete their tax
returns. It is recommended that each Shareholder contact
their professional tax adviser for more information about
their specific circumstances. Refer to clause 10 of the
terms and conditions.
1. What is the Oceania Healthcare
dividend reinvestment plan?
The Plan enables you to reinvest the net proceeds of
dividends payable on your Shares in Additional Shares
instead of receiving that distribution in cash.
2. Am I eligible to participate?
As at the date of this Offer Document, the Plan is
only available to Shareholders who have a New Zealand
or Australian address on the Oceania Healthcare
share register.
3. How do I participate in the Plan?
Once you have read this Offer Document, you can elect
to participate at any time by making an election online at
www.investorcentre.com/nz.
Alternatively, you can send a completed Participation
Form to Oceania Healthcare’s Share Registrar, at the
address set out in the Directory.
4. What options do I have regarding
participating in the Plan?
Participation in the Plan is optional. If you wish to
participate in the Plan, you may elect:
(a) Full participation: Where all of your Shares (including
all Shares held both now and any Shares acquired in the
future, including where issued or transferred to you under
the Plan) will be treated as participating in the Plan for
all future dividends to which the Plan applies (unless you
vary your participation in the Plan in accordance with the
terms and conditions of the Plan).
(b) Partial participation: Where only the number of Shares
nominated by you will participate in the Plan for all future
dividends to which the Plan applies (unless you vary your
participation in the Plan in accordance with the terms and
conditions of the Plan).
You will continue to receive in cash any dividend on any
of your Shares which do not participate in the Plan. If you
do not wish to participate in the Plan, you are not required
to do anything. You will continue to receive in cash any
dividends paid on all of your Shares.
Q+A
03
Oceania Healthcare Limited - Dividend Reinvestment Plan Offer Document
02

If you are not resident in New Zealand or Australia and
you participate in the Plan through a New Zealand
or Australian resident nominee, you will be deemed
to represent and warrant to Oceania Healthcare that
you can lawfully participate in the Plan through your
nominee. Oceania Healthcare accepts no responsibility
for determining whether any person is able to participate
in the Plan under laws applicable outside New Zealand
or Australia.
2.4. Exclusion where liens or charges over Shares
If you hold any Shares over which Oceania Healthcare
has a lien or charge, those Shares will not be eligible to
participate in the Plan.
3. Method of Participation
3.1. Participation Election
To participate in the Plan, you must make a “Participation
Election” in one of the following ways:
a) Online Election
By visiting the website of the Share Registrar,
Computershare Investor Services Limited:
www.investorcentre.com/nz
b) Participation Form
By completing the Participation Form which
accompanies this Offer Document in accordance with
the instructions on that form and returning it to:
By post:
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
or
Computershare Investor Services Pty Ltd
GPO Box 3329
Melbourne VIC 3001
Australia
By email: drp@computershare.co.nz
or such other person or address as Oceania Healthcare
may determine from time to time.
You can make an election to participate in the Plan at
any time while the Plan is in effect. You can at any time
elect to participate by visiting the website of the Share
Registrar (www.investorcentre.com/nz) or by requesting
a Participation Form and Offer Document from the Share
Registrar.
If your Participation Election does not indicate your level
of participation in the Plan, you will be deemed to have
elected full participation if your Participation Election is
otherwise correctly completed.
Oceania Healthcare may accept or reject a Participation
Election that is not properly completed or, where
applicable, signed, and correct any error in, or omission
from, a Participation Election.
1. Introduction
This Offer Document contains the terms and conditions
of Oceania Healthcare’s dividend reinvestment plan.
Under the Plan, you may elect to reinvest the net
proceeds of cash dividends payable or credited on
all or some of your fully paid Shares by acquiring
Additional Shares.
The Record Date for determining your entitlement to
Additional Shares under the Plan is 5.00pm New Zealand
time on the date fixed by Oceania Healthcare for
determining entitlements to dividends payable or
credited on Shares.
2. The Offer
2.1. Offer to Eligible Shareholders
The Plan is available to you if, subject to clauses 2.3
and 2.4, you are the holder of ordinary shares in
Oceania Healthcare.
2.2. Available Options
You may elect to participate in the Plan by exercising
one of the following options:
a) Full participation – If you elect full participation,
participation in the Plan will apply to all Shares
registered in your name on each relevant Record Date.
b) Partial participation – If you elect partial participation,
only the number of Shares nominated by you will
participate in the Plan. If you nominate a number of
Shares in excess of the number of Shares held by you,
your application will be deemed to be an application
for full participation.
If you do not wish to participate in the Plan, you do not
need to do anything. You will continue to receive in cash
any dividends paid on all of your Shares.
2.3. Overseas Shareholders
Oceania Healthcare may, in its absolute discretion, elect
not to offer participation in the Plan to Shareholders
whose registered address is outside New Zealand or
Australia if Oceania Healthcare considers that to do so
would risk breaching the laws of any other jurisdiction and
it would be unduly onerous to ensure compliance with the
laws of that jurisdiction.
As at the date of this Offer Document, the Board
has elected not to offer participation in the Plan to
Shareholders whose registered address is outside
New Zealand or Australia. The Board may amend this
policy at any time, in its sole discretion.
Terms and conditions
05
Oceania Healthcare Limited - Dividend Reinvestment Plan Offer Document
04

If no sales of Shares occur during those five trading
days, then the volume weighted average sale price will
be deemed to be the sale price for a Share on the last
on market trade of Shares which took place prior to such
trading days as determined by NZX.
The Strike Price may be reasonably adjusted by
Oceania Healthcare to allow for any bonus issue or
dividend or other distribution expectation. If, in the
opinion of the Board in its sole discretion, any exceptional
or unusual circumstances (including any unusual or
irregular trades) have artificially affected the Strike Price,
Oceania Healthcare may make such adjustment to that
price as it considers reasonable.
Any percentage discount determined by the Board
shall be announced by Oceania Healthcare to NZX and
ASX at the same time the dividend is announced for the
relevant period.
The determination of the Strike Price by the Board,
or by some other person nominated by the Board,
will be binding on all participants in the Plan.
4.2. Fractional Shares
Where the number of Additional Shares to be acquired
by you calculated in accordance with clause 4.1 includes a
fraction, the number of Additional Shares to be issued will
be rounded down to the nearest whole number. Any net
proceeds per Share which are not applied to acquire an
Additional Share because of the operation of this clause
4.2 will be retained by Oceania Healthcare for its sole
benefit and will not be refunded or paid to you nor held by
Oceania Healthcare or the Share Registrar on your behalf.
4.3. Share price information publicly available
Oceania Healthcare will ensure that, at each time
the Strike Price is set under clause 4.1, it will have no
information that is not publicly available that would,
or would be likely to, have a material adverse effect on
the realisable price of the Shares if the information was
publicly available.
4.4. Compliance with laws, Listing Rules and Constitution
The Plan will not operate to the extent that the issue or
transfer of Additional Shares under the Plan would breach
any applicable law, the NZX Listing Rules, the ASX Listing
Rules or any provision of the Constitution.
If, for any reason, Oceania Healthcare cannot or does not
issue or transfer you Additional Shares under the Plan
in respect of a dividend, the relevant dividend on your
Participating Shares will be paid or distributed to you in
the same manner as to Shareholders not participating in
the Plan.
You must provide a separate Participation Election in
respect of each holding of Shares identified by a separate
holder number or common shareholder number that you
wish to participate in the Plan.
3.2. When participation becomes effective
Participation will be effective as to dividends payable or
credited from the first Record Date after receipt by the
Share Registrar of a properly completed Participation
Election or, if your Participation Election is received after
a Record Date but before 5.00pm on an Election Date,
from the Record Date immediately preceding that
Election Date.
Any Participation Election received after 5.00pm
New Zealand time on an Election Date will be effective
only from the next dividend.
Your participation in the Plan will continue for all future
dividends to which the Plan applies in accordance
with these terms and conditions (unless you vary your
participation in the Plan in accordance with these terms
and conditions).
4. Additional Share Entitlement
4.1. Formula for calculation of Additional Shares and
Strike Price
If you elect to participate in the Plan, the number of
Additional Shares to be issued or transferred to you will
be calculated in accordance with the following formula:
N = PS x D

Strike Price
Where:
N is the number of Additional Shares you will receive
(with fractional entitlements rounded down to the nearest
whole number).
PS is the number of your Participating Shares.
D is the net proceeds per Share from Oceania Healthcare
(expressed in cents and fractions of cents, including
any supplementary dividends in respect of Participating
Shares payable to non-resident Shareholders but
excluding any imputation credits and after deduction
of any resident and non-resident withholding (or other)
taxes, if any) of cash dividends payable or credited on that
Share which would otherwise have been payable to you in
cash if you had not elected to participate in the Plan.
Strike Price is the volume weighted average sale price in
New Zealand dollars (expressed in cents and fractions of
cents) for a Share calculated on all trades of Shares which
took place through the NZX Main Board over the period
of five trading days starting on the “Ex Date” (which is one
trading day before the Record Date), less a discount (if
any) determined by the Board in its absolute discretion.
0706
Oceania Healthcare Limited - Dividend Reinvestment Plan Offer Document

8. Termination, suspension and
modification
8.1. Termination, suspension or modification
The Board may at any time in its sole discretion:
a) terminate, suspend or modify the Plan. If the Plan is
modified, your Participation Election will be deemed to
be a Participation Election under the Plan as modified
unless that Participation Election is withdrawn or
varied by you in accordance with clause 8.3;
b) resolve that participation will not apply in whole
or part to any dividend and that the balance of the
dividend (as the case may be) will be paid in cash;
c) resolve, in the event of the subdivision, consolidation
or reclassification of the Shares into one or more new
classes of Shares, that a Participation Election will be
deemed to be a Participation Election in respect of
the Shares as subdivided, consolidated or reclassified
unless such Participation Election is subsequently
withdrawn or varied in accordance with clause 8.3;
d) resolve that a Participation Election will cease to be of
any effect;
e) resolve that Additional Shares may be acquired at a
discount to the market price of Shares in accordance
with clause 4.1;
f) determine that Shareholders in specific jurisdictions
outside New Zealand and Australia may participate in
the Plan; or
g) determine that the Plan may be underwritten on such
terms as agreed between Oceania Healthcare and an
underwriter.
8.2. Prior notice
Notice of any termination, suspension or modification
of the Plan under clause 8.1 will be given by way of an
announcement to NZX and ASX.
Notwithstanding the above, Oceania Healthcare may
at any time, without the need for any notice:
a) modify the Plan to comply with the Constitution,
the NZX Listing Rules, the ASX Listing Rules or any
applicable law; and
b) make minor amendments to the Plan where such
amendments are of an administrative or procedural
nature.
5. Operation of the Plan
5.1. Additional Shares
Oceania Healthcare will issue or transfer to you the
number of Additional Shares calculated in accordance
with clause 4.1 on the day that you would otherwise have
been paid a dividend.
5.2. Terms of issue and ranking of Additional Shares
Your Additional Shares will be issued or transferred to
you on the terms set out in this Plan, subject to the rights
of termination, suspension and modification set out in
clause 8. Your Additional Shares will, from the date of
issue or transfer to you, have the same rights as and rank
equally in all respects with all other Shares on issue as at
that date.
6. Source of Additional Shares
Additional Shares may, at the Board’s discretion, be:
a) new Shares issued by Oceania Healthcare;
b) existing Shares acquired by Oceania Healthcare or a
nominee or agent of Oceania Healthcare; or
c) any combination of new Shares and existing Shares.
7. Statement to participating
Shareholders
If you elect to participate in the Plan, Oceania Healthcare
or the Share Registrar will send to you, as soon as
practicable after each date on which Oceania Healthcare
pays a dividend on Shares (other than a dividend where
the Plan does not operate in respect of your Participating
Shares), a statement detailing:
a) the number of your Participating Shares as at the
relevant Record Date;
b) the amount of:
(i) your cash dividend reinvested in Additional Shares;
and
(ii) your dividend paid in cash on the Shares which
were not Participating Shares (if applicable);
c) the amount of any tax deduction or withholding made;
d) the Strike Price and the number of Additional Shares
issued or transferred to you under the Plan;
e) the amount of any imputation or other taxation
credits; and
f) such other matters required by law with respect to
dividends and/or reinvestment.
0908
Oceania Healthcare Limited - Dividend Reinvestment Plan Offer Document

8.3. Variation or termination by you
You may at any time:
a) increase or decrease the number of your Participating
Shares by making a new Participation Election in
accordance with clause 3.1; or
b) terminate your participation in the Plan by written
notice to the Share Registrar or by visiting the website
of the Share Registrar.
Such variation or termination will take effect from the
first Record Date after receipt by the Share Registrar of
the new Participation Election or the termination notice,
as the case may be or, if your new Participation Election
or termination notice is received after a Record Date but
before 5.00pm on an Election Date, from the Record Date
immediately preceding that Election Date.
8.4. Death of Shareholder
If a Participating Shareholder dies, participation in the
Plan by that Participating Shareholder will cease on
receipt by the Share Registrar of a notice of death in a
form acceptable to the Share Registrar. Death of one
of two or more joint Participating Shareholders will not
automatically terminate participation in the Plan.
9. Reduction or termination of
participation where no notice given
9.1. Dispositions where partial participation
If you elect to participate in the Plan in respect of some
but not all your Shares and you dispose of some of
your Shares then, unless you notify the Share Registrar
otherwise in writing:
a) the Shares disposed of will be deemed to be Shares
which are not Participating Shares; and
b) if the number of Shares disposed of is greater
than the number of your Shares which are not
Participating Shares, the balance will be attributed
to Participating Shares.
9.2. Partial dispositions where full participation
If you elect full participation in the Plan and you dispose
of part of your holding of Shares, the Plan will only apply
in respect of the number of Shares held by you on each
relevant Record Date following that disposal.
9.3. Dispositions of all Shares
If you dispose of all of your holding of Shares, you will
be deemed to have terminated participation in the Plan
from the date the Share Registrar registers a transfer of
those Shares.
10. Taxation
The statements below in relation to taxation reflect
the relevant New Zealand and Australian tax law as
at the date this Offer Document was prepared, and,
as such, are subject to any change in New Zealand or
Australian taxation laws. The taxation consequences
for each Shareholder may differ depending upon their
particular circumstances. Accordingly, each Shareholder
should consult their own tax adviser as to the taxation
implications of the Plan. Oceania Healthcare does not
accept any responsibility for the financial or taxation
effects of a Shareholder’s participation or non-participation
in the Plan.
10.1 New Zealand Shareholders
For New Zealand tax purposes, a Participating Shareholder
should be treated in the same way as if they had not
participated. This means that the Shareholder will derive
a dividend of the same amount that they would have
derived if they had not participated (ie, they will be
treated as receiving a dividend from Oceania Healthcare
which is then applied to purchase or subscribe for
Additional Shares).
Accordingly, unless the New Zealand Shareholder notifies
Oceania Healthcare that they hold a resident withholding
tax (“RWT”) exemption certificate, the dividend (including
any attached imputation credits) will be subject to RWT
which is deducted at source by Oceania Healthcare (and
therefore reduces the amount applied to purchase or
subscribe for Additional Shares). RWT will be deducted
at the rate of 33% with an allowance for any attached
imputation credits. For example, RWT will be deducted at
the rate of 5% of the gross dividend including imputation
credits, where a dividend is fully imputed (reflecting
company tax paid at the 28% rate).
If the New Zealand Shareholder is required to file an
income tax return, they will need to include the dividend
(including any attached imputation credits) as assessable
income, which will be taxable to the New Zealand
Shareholder at their personal marginal tax rate. Any
attached imputation credits or RWT deducted will be
creditable against New Zealand taxes payable.
10.2. Australian Shareholders
For Australian tax purposes, an Australian resident
Participating Shareholder should be treated in the same
way as if they had not participated. This means that the
Participating Shareholder will derive a dividend of the
same amount that they would have derived if they had
not participated (that is, they will be treated as receiving
a dividend from Oceania Healthcare which is then applied
to purchase or subscribe for Additional Shares).
1110
Oceania Healthcare Limited - Dividend Reinvestment Plan Offer Document

The gross dividend (including any withholding tax
deducted in New Zealand) is expected to form part of the
assessable income of the Australian resident Participating
Shareholder taxed at the applicable marginal tax rates.
The Australian resident Participating Shareholder may be
entitled to a foreign income tax offset for any withholding
tax deducted in New Zealand.
For capital gains tax purposes, the cost base of the
Additional Shares will generally include the amount of the
dividend applied to acquire the Additional Shares.
For New Zealand tax purposes, an Australian Shareholder
should be treated in the same way as if they had not
participated. This means that the Australian Shareholder
will derive a dividend of the same amount that they
would have derived if they had not participated (ie, the
Australian Shareholder will be treated as receiving a
dividend from Oceania Healthcare which is then applied
to purchase or subscribe for Additional Shares).
Accordingly, where the dividend is paid to Australian
Shareholders it will be subject to New Zealand non-
resident withholding tax (“NRWT”) which is deducted at
source by Oceania Healthcare (and therefore reduces the
amount applied to purchase or subscribe for Additional
Shares). NRWT will generally be deducted at the rate
of 15%. However, where the dividend is fully imputed,
the impact of NRWT may effectively be negated by
Oceania Healthcare paying the Australian Shareholder
a supplementary dividend in addition to the dividend
paid to all Shareholders (both the dividend and the
supplementary dividend can participate in the DRP, being
the cash amount received after the deduction of NRWT).
10.3. Other non-resident Shareholders
Where the dividend is paid to non-New Zealand resident
Shareholders, it will be subject to NRWT which is
deducted at source by Oceania Healthcare (and therefore
reduces the amount applied to purchase or subscribe for
Additional Shares).
The rate at which NRWT is imposed will depend on the
extent to which imputation credits are attached to a
dividend and whether the Shareholder is tax resident
in a country which has entered into a tax treaty with
New Zealand. Generally, NRWT is deducted at the rate of:
a) 15%, or 0% if the tax rate applicable after applying
any relevant tax treaty would be less than 15%, to the
extent that a dividend is fully imputed; or
b) 30%, or the tax rate applicable after applying any
relevant tax treaty, to the extent that a dividend is not
fully imputed.
Depending on the extent to which a dividend is imputed,
the impact of NRWT may effectively be mitigated by
Oceania Healthcare paying a supplementary dividend
in addition to the dividend paid to all Shareholders.
11. Costs
You will not be charged for participation or withdrawal
from the Plan. No brokerage or commission costs will be
incurred in respect of the acquisition of Additional Shares.
12. Stock exchange quotation
Oceania Healthcare will apply for quotation of the
Additional Shares which may be issued under the Plan
on the NZX Main Board and the official list of ASX.
It is expected that such Additional Shares will be quoted
on the NZX Main Board and ASX on the completion of
allotment procedures. However, neither NZX nor ASX
accept any responsibility for any statement in this
Offer Document.
13. Information for Australian Shareholders
The offer of Additional Shares under the Plan does not
require disclosure for the purposes of sections 708, 1012C
or 1012D of the Corporations Act 2001 (Cth).
Australian resident Shareholders should note that Oceania
Healthcare is not licensed to provide financial product
advice in relation to the Additional Shares offered under
the Plan, and this Offer Document does not constitute
financial product advice. You should contact your
professional advisers if you have questions about how the
Plan will apply to you. There is no cooling-off regime that
applies in respect of your acquisition of Additional Shares
under the Plan.
14. Governing law
This Offer Document, the Plan and its operation will be
governed by the laws of New Zealand.
15. Other information
You may obtain, free of charge, Oceania Healthcare’s
most recent annual report and financial statements
(and any auditor’s report on those financial statements)
by contacting Oceania Healthcare at the address set out
in the Directory.
Alternatively, you may download these documents
from Oceania Healthcare’s website:
www.oceaniahealthcare.co.nz
1312
Oceania Healthcare Limited - Dividend Reinvestment Plan Offer Document

Glossary
Additional Shares means the additional Shares to be issued
or transferred to Participating Shareholders pursuant to
the Plan.
ASX means the Australian Securities Exchange operated
by ASX Limited.
ASX Listing Rules means the listing rules of ASX as
applicable to Oceania
Healthcare from time to time.
Board means the board of directors of Oceania
Healthcare.
Constitution means the constitution of Oceania
Healthcare.
Election Date means, in respect of each Record Date, the
first trading day after that Record Date or such later date
set by the Board and advised to the NZX Main Board.
NZX means NZX Limited.
NZX Listing Rules means the listing rules of NZX from time
to time.
NZX Main Board means the main board equity security
market operated by NZX.
Oceania
Healthcare means Oceania Healthcare Limited.
Offer Document means this booklet which sets out the
terms and conditions of the Plan.
Participating Shareholder means a Shareholder who has
validly elected to participate in the Plan.
Participating Shares means the Shares held by a
Participating Shareholder in respect of which the
Participating Shareholder has validly elected to participate
in the Plan.
Participation Election means your election to participate
in the Plan, made in one of the ways specified in clause 3.1
of this Offer Document.
Participation Form means the participation form
accompanying this Offer Document or available from
the Share Registrar.
Plan means Oceania Healthcare’s dividend reinvestment
plan established by the Board on the terms and conditions
set out in this Offer Document, as amended from time
to time.
Record Date means 5.00pm New Zealand time on the date
fixed by Oceania
Healthcare for determining entitlements to
dividends payable or credited on Shares.
Share Registrar means Computershare Investor Services
Limited.
Shareholder means a holder of one or more Shares from
time to time.
Shares means fully paid ordinary shares in Oceania
Healthcare.
Strike Price means the price at which Additional Shares
will be issued to Participating Shareholders, calculated in
accordance with clause 4.1 of this Offer Document.
Oceania Healthcare Limited - Dividend Reinvestment Plan Offer Document
1514

Directory
Oceania Healthcare
Oceania Healthcare Limited
PO Box 9507
Newmarket
Auckland 1149
Affinity House
2 Hargreaves Street
St Mary’s Bay
Auckland 1011
Phone: 0800 333 688
Email: investor@oceaniahealthcare.co.nz
Share Registrar in New Zealand
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
New Zealand
Phone: +64 9 488 8777
Email: drp@computershare.co.nz
Share Registrar in Australia
Computershare Investor Services Pty Ltd
GPO Box 3329
Melbourne VIC 3001
Australia
Yarra Falls
452 Johnston Street
Abbotsford VIC 3067
Australia
Phone: +61 3 9415 5000
Email: drp@computershare.co.nz
Legal Advisers
Webb Henderson
Level 3, 110 Customs Street West
Auckland 1010
16
Oceania Healthcare Limited - Dividend Reinvestment Plan Offer Document

Participation form
Oceania Healthcare Limited – Dividend Reinvestment Plan
Do not complete this form if you wish to continue to receive in cash any dividends declared in respect of all of your Shares
in Oceania Healthcare Limited (“Oceania Healthcare”).
Oceania Healthcare has a dividend reinvestment plan (the “Plan”). Full details of the Plan are set out in the Offer Document dated 25 July 2019.
Capitalised terms not defined in this Participation Form have the meaning given to those terms in the Glossary of the Offer Document.
If you wish to reinvest all or part of your Oceania Healthcare dividends under the Plan, complete and return this form in the enclosed reply-paid envelope
or email the completed form to drp@computershare.co.nz.
Alternatively, you may make your Participation Election or vary an existing Participation Election online by visiting www.investorcentre.com/nz.
Name(s):
Address:
CSN / Holder Number: Daytime phone: ( )
In terms of Oceania Healthcare’s dividend reinvestment plan, I/we wish to participate in the Plan and request:
(Choose one option only):

a) Full participation in the Plan for all my Shares I may hold from time to time
OR

b) Partial participation in the Plan, for the number of Shares stated. Please specify number of Shares:
Joint holders must each sign. Companies must execute by an authorised officer or attorney. If signed by an attorney, a certificate of non-revocation must
accompany this form, and the relevant authority must either have been provided previously to the Share Registrar or accompany this form.
I/We acknowledge that I/we have received and read a copy of the Offer Document. I/We agree to be bound by the terms and conditions of the Plan set out
in the Offer Document dated 25 July 2019 and this form. I/We hereby direct that the net proceeds of all cash dividends I am/we are entitled to be paid or
credited in respect of my/our Participating Shares be applied towards the purchase of Additional Shares in accordance with the Plan.
Signature of Shareholder(s):
Date: / /
Date: / /
Date: / /
Participation will commence on the first Record Date after receipt by the Share Registrar of your correctly
completed Participation Election or, if your Participation Election is received after a Record Date but before
5.00pm on an Election Date, from the Record Date immediately preceding that Election Date.
Participation will continue to apply until varied or terminated in accordance with the terms and conditions
of the Plan or until the Plan is terminated or suspended by Oceania Healthcare.
This form may be returned at any
time to the Share Registrar by one
of the methods below:
By email: drp@computershare.co.nz
By post:
Computershare Investor Services Ltd
Private Bag 92119
Auckland 1142
New Zealand
or
Computershare Investor Services Pty Ltd
GPO Box 3329
Melbourne VIC 3001
Australia