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Annual Report FY2019

Full Year Results24 July 2019OCAHealthcare

ANNUAL REPORT 2019
AT THE

HEART

OF IT

Pat Caspersen & son
Lives at Greenvalley

89-year-old Patricia Caspersen

moved into Greenvalley over

a year ago. “The first thing we

noticed about Greenvalley was

that the staff were extremely

approachable and friendly,”

says son Lex. “From the

managers, to the cleaners –

everyone we met had a smile

on their face.”

For Lex, it’s a relief to know

his Mum is in good hands.

“When Mum was living on her

own, she’d go days without

talking to anyone. Nowadays,

she’s a happier person – she’s

lost that loneliness. Her medical

needs are looked after, she gets

great food, and she’s the first to

sign up for van trips – she loves

to get out and about!”

Oceania Healthcare Limited | Annual Report 2019

It’s at the heart of Oceania Healthcare.
It’s what sets us apart. By taking the time

to know our residents, understand them

and personalise their care we make a huge

difference to their happiness, every day.

It's this care, and the care we show in all

aspects of our business, that creates value.

In this report, as we move towards an

integrated approach, we take a close up

look at how we do what we do, what this

means for our stakeholders, and why this

makes us strong today and in the long term.

Delight

Letter from the Chair02

At a glance04

Highlights06

Working on what matters08

How we create value09

Letter from Chief Executive Officer10

Chief Executive Officer’s Q+A14

Our value outcomes

Residents love living in our

communities

16

– Our care suite strategy explained17

– Developments and design19

We delight our residents with

hospitality inspired, customer

led services

28

– Dining to delight29

We are passionate about the

wellbeing of our residents, their

families and our teams of staff

31

– Developing great leaders32

We lead the way in how we

do things

34

– Going digital to improve care35

Board of Directors36

Three Year Summary38

Financial Statements39

Corporate Governance97

01

During the year, the Directors have had
the pleasure of visiting many of our

sites, either as a Board or individually,

meeting with our staff and residents and

observing the culture and day-to-day

operations at our sites. It is great to see

our residents enjoying the services that

we deliver and the enthusiasm, passion

and capabilities of our team. We have

outstanding staff members and we

care about their wellbeing. During

these visits, the Directors welcomed

comments from residents and their

families which were incorporated

into Oceania Healthcare's continuous

improvement processes.

This year we have started the journey

towards preparing our Annual

Report using the integrated reporting

framework. We recognise that value

for Oceania Healthcare extends

beyond purely financial performance

and that it includes other dimensions,

such as our social and environmental

performance, that are important to us

and our stakeholders. We are currently

embedding the principles of integrated

thinking throughout the business so

that the reporting step will follow in

the years to come.

We are now well into the cycle of

decommissioning older sites and

replacing them with our new, premium

offering. For our key brownfields

locations, this redevelopment process

typically involves the construction of

new aged care buildings on our sites

as a first stage (adjacent to the existing

buildings), the transfer of residents from

the existing aged care centre to the new

centre once opened, and then the sale

(under ORA) of remaining premium beds

in the new centre.

There is a period at the beginning of

this cycle where earnings from our aged

care segment are negatively impacted,

and we have seen this in the 2019

financial year as we opened our new

care centre at The BayView in Tauranga

and neared completion of our new

care centre at Awatere in Hamilton. We

have also converted standard rooms

into 47 care suites within a number of

existing sites and in the process of this

conversion temporarily held rooms

vacant while construction works were

completed. This naturally reduces

earnings in the short term from the care

segment of our business until these

rooms are complete and sold under

ORA, in the process recovering the

capital costs of the conversion

and significantly enhancing aged

care earnings per bed.

As these new care suites at our

redevelopment sites, and rooms

converted into care suites at other

existing sites, are sold over the coming

year, earnings from our aged care

segment will increase materially due

to the enhanced earnings from the

care suite model.

We are about to commence the

redevelopment of our Lady Allum Village

in Milford, Auckland, with Stage One

comprising the new (replacement) care

centre located adjacent to the existing

care centre on the site. Again, this

redevelopment will cause a short term

negative impact to aged care earnings

as the existing site is impacted by this

construction, however considerable long

term value creation is unlocked through

the increased intensity of both aged care

and retirement village on the site, as

well as the enhanced earnings from

our new care suites.

We have continued to successfully

execute our strategy of developing

our brownfield sites in major cities and

upgrading our other aged care sites

throughout New Zealand during the

past year. In doing so, we are able to

offer a superior product and service

for both our care and independent

living residents.

Our care strategy is to develop premium

rooms that are sold under occupation

right agreements (our care suites) as well

as transform our existing portfolio into

a mix of premium and standard rooms.

Oceania Healthcare not only receives

the daily care fee for our premium

rooms (for providing care services to

each resident), but also a return from

the deferred management fee (if the

resident is occupying a care suite) or the

daily premium accommodation charge.

We explain our care suite strategy in

more detail on page 17 and our CEO

expands on the success of this strategy

during the last financial year in his report.

Our strategy in our independent living

business is to redevelop our premium

locations with high quality independent

living accommodation and spacious,

well-appointed community facilities.

By doing this, we maximise value and

yield through the revenue generated

from the selling prices and the trail

deferred management income (being

the deferred management fees payable

on the ORA). We also continue to

purchase property adjoining existing

sites in order to expand our villages and

in the year ahead will identify more well-

located greenfield sites to support our

future growth. Further information on

our development philosophy is set out

on page 19.

I am pleased to report another strong

performance for Oceania Healthcare

in the year ending 31 May 2019, with

Underlying Net Profit after Tax from

continuing operations of $49.7m and

Total Comprehensive Income of $99.8m.

Letter from the Chair

02

Oceania Healthcare Limited | Annual Report 2019

Liz Coutts
Chair

Liz Coutts has been a

Director of Oceania Healthcare

since 5 November 2014 and

was appointed Chair in 2014.

Liz is also the Chair of Ports

of Auckland Limited and

Skellerup Holdings Limited,

and a director of EBOS

Group Limited.

INSIGHT:

Keeping a happy balance

I use some of my leisure time to stay fit

and active. I run 6km on the treadmill

most days and enjoy walking around

Auckland’s waterfront and tracks

around the Queenstown area. I enjoy

yoga - a personal instructor keeps me

on track with my fitness goals!

Tennis is my favourite sport. Recently

I have been fundraising for the

redevelopment of the Auckland

Tennis Centre and I am actively

involved with the governance of the

ASB Classic international tennis

tournament held in January each year.

When I’m not working, my husband

and I love to travel overseas and

experience new cultures and places.

Given Oceania Healthcare’s current

position in the redevelopment and

conversion cycle, our Underlying

Net Profit after Tax from continuing

operations was consistent with

the prior year at $49.7m. This was

largely a reflection of the timing for

completion of our two key development

sites (Meadowbank Stage Four and

The Sands) near the very end of our

financial year, which only allowed for a

small number of residents to move into

these sites before the end of May. We

are pleased to report that sales have

been very strong over these two sites

during June and July to date, and we

expect this to continue as both sites are

sold down over the coming year.

Reported Net Profit after Tax is $45.4m

and reflects the valuation of new

brownfields developments delivered

in the year. This is below last year due

to the valuation of our existing villages

remaining stable.

Total Comprehensive Income has

increased by 22.1% to $99.8m over the

year. This measure takes into account the

enhanced value that we are adding to our

aged care business as we bring new care

suites onto the market.

We have continued to increase our

total assets as a result of our ongoing

capital development programme and

revaluations with total assets valued at

$1.4bn as at 31 May 2019, an increase of

22.0% on prior year.

Operating cash flow of $89.3m was also

8.6% higher than the prior corresponding

period with sale proceeds from previously

completed developments contributing

$75.5m. We continue to maintain

sufficient headroom and flexibility

to accelerate the execution of our

development pipeline.

With net debt of $248.2m as at 31 May

2019, our gearing remains prudent with

net debt to net debt plus equity of 28.9%.

The Directors have declared a final

dividend of 2.6 cents per share, taking

full year dividends (non-imputed) to

4.7 cents per share, which represents

57% of Underlying Net Profit after Tax.

I am also pleased to advise that the

Board has approved the implementation

of a dividend reinvestment plan for

our New Zealand and Australian

shareholders, to take effect from the

dividend payable on 26 August 2019.

This provides a cost effective and

convenient way for our shareholders

to increase their investment in Oceania

Healthcare without any brokerage fees

by reinvesting all or part of any dividend

paid on their shares in additional

Oceania Healthcare shares instead of

receiving that distribution in cash.

On behalf of the Board, I would like

to thank our staff for their valuable

contribution again this year. The energy

and commitment that our staff bring

to our business is second to none and

we call upon the passion, skill and

experience of our staff every day to

continue to deliver high quality care

and services to our residents.

I am looking forward to the year ahead

as we continue to execute our strategy

to transform our product portfolio

and focus on delivering services which

exceed our residents’ expectations.

Yours sincerely,

Elizabeth Coutts

Chair, Oceania Healthcare Limited

03

At a glance
Oceania Healthcare is a leading provider

of premium healthcare services, with sites

located in metropolitan areas across

New Zealand. We are dedicated to delivering

exceptional and innovative hospitality services

that delight our residents.

04

Oceania Healthcare Limited | Annual Report 2019

We have a strong platform for growth
with a substantial development pipeline

and proven expertise and experience

in managing and delivering construction

projects.

We have sufficient land to build 1,995

new residences with 1,310 of these

already consented.

As at 31 May 2019

2,654

Care beds and care suites

2,600

Staff

1,202

Units

3,500

Residents

We pride ourselves in being a recognised

industry leader in the provision of clinical

care to our residents. Throughout the

year, we have continued to transform our

aged care offering and are continuously

innovating in both clinical care and

hospitality led service delivery.

4623

Existing sites with

mature operations

21

Existing sites with

brownfield developments

(current and planned)

2

Undeveloped

sitesTotal sites

05

$49.7m
Highlights

Financial

Underlying Net Profit after Tax – continuing operations

1

$99.8m$89.3m

Reported Total

Comprehensive IncomeOperating Cash Flow

22.1%

Ahead of 31 May

2018 reported total

comprehensive

income of $81.7m

1.8%

Behind 31 May 2018

underlying net profit

after tax – continuing

operations

$1.4b

Total Assets

22.0%

Higher than

31 May 2018 total

assets of $1.1b

1 Underlying net profit after tax – continuing operations contains a

proforma adjustment to underlying net profit after tax of $50.2m

and $52.1m respectively for FY2019 and FY2018 that excludes the

earnings from sites divested in 1HY2019.

8.6%

Ahead of 31 May 2018

operating cash flow

of $82.2m

06

Oceania Healthcare Limited | Annual Report 2019

Operational
Resale Care Suites

94

New Care Suites

57

Resale Units

83

Total Sales

310

Developments

Units + Care Suites

272

COMPLETED

272 units and care suites

completed in FY2019 at:

– The BayView (Tauranga);

– Meadowbank (Auckland);

and

– The Sands (Auckland).

Units + Care Suites

265

TO COMPLETE IN FY2020

265 units and care suites

to complete by the end of

FY2020 at:

– Awatere (90 care suites);

– Green Gables (89

apartments and care suites);

– Meadowbank

(26 apartments);

– Gracelands (32 villas);

– Woodlands (6 villas);

– Whitianga (10 villas); and

– Elderslea (12 villas).

Units + Care Suites

308

CONSENT SECURED

Resource consents

received during FY2019 for:

– Elmwood (142 care

suites in Auckland);

– Eden (49 apartments

in Auckland);

– Meadowbank (35 care

suites in Auckland);

– Eversley (61 care suites

in Hastings); and

– Eldon (21 villas on the

Kapiti Coast).



67. 3%

of the total development

pipeline is now consented.

Units + Care Suites

411

UNDER CONSTRUCTION

411 units and care suites

under construction as at

31 May 2019:

– Awatere (Hamilton);

– Green Gables (Nelson);

– Meadowbank (Auckland);

– Windermere (Christchurch);

– The BayView (Tauranga);

– Gracelands (Hastings);

– Whitianga (Coromandel);

and

– Elderslea (Upper Hutt).

New Units

76

10.7

%

Ahead of total sales

for the 12 months

to 31 May 2018

For the 12 months to 31 May 2019

07

We have set our strategy by considering
what is important to our key stakeholders

and which risks and opportunities have

the greatest impact on our ability to

create value in the short and long term.

Working on what matters

Our key stakeholders

– Residents and Families

– Staff

– DHBs

– Regulators

– Investors and Funders

– Communities

– Suppliers/Contractors

For the purposes of this report the

Board and Senior Management have

considered our key stakeholders and the

material risks in our internal risk register.

We have prioritised these to determine

four outcomes (or material matters) that

guide our strategy.

As we are at the early stages of

embedding the Integrated Reporting

framework, the material matters reflect

our customer and staff engagement

surveys, feedback from other

stakeholders and the views of Board and

Senior Management. We have reviewed

how we measure our performance of the

four material matters (set out on page 9

under Our Value Outcomes) and have

included some key performance

indicators in the subsequent sections

of this report, along with some examples

of our strategy in action.

We intend to build on this for future

reports, by conducting a formal

materiality review including interviews

with representatives of the various

stakeholder groups to refine what

matters most to them. This will enable

us to report on the matters that are

most relevant for our stakeholders.

08

Oceania Healthcare Limited | Annual Report 2019

How we create value
Ray and Vi

The BayView – 6 months

“Mum and Dad have been happily married for over

60 years, but when they needed rest home care, my goal

was to help them stay together. They moved into a large

care suite and it’s a relief to know they won’t ever have to

move again, even if one of them needs hospital care”.

OUR DRIVERS
Our people

Highly motivated, passionate and safe staff

Our expertise

The capability of our people and quality of

our systems

Our villages

The quality of our villages and landbank

Our relationships

The strength of the relationships we have

with our key stakeholders and our brand

reputation

Our financial capital

The combination of shareholder funds,

banking facilities and operating cashflow

employed to maintain and grow our business

Our natural capital

The quality of the natural resources we

rely on to run our business today and in

the future

OUR VALUE OUTCOMES

Residents love living in

our communities

We delight our residents

with hospitality inspired,

customer led services

We are passionate about

the wellbeing of our

staff, residents and their

families

We lead the way in how

we do things

How we create value

+

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OUR PURPOSE

OUR VALUES

“We enhance the wellbeing of our residents and provide peace of mind to their families”

Kindness – Respect – Passion – Excellence

09

We have had another great year at Oceania
Healthcare as we go about delivering care and

services to our residents while diligently building,

selling and operating new sites. We are continuing

to push the boundaries by reinventing aged care

with more innovation than ever seen in New Zealand,

and delivering hospitality inspired services that

continue to delight our residents.

Letter from Chief Executive Officer

The weighting of our portfolio in care

and superior financial returns from

our care suite product differentiate us

from other operators in the market and

provide resilience against downturns in

the property cycle. We have continued

to prove our capability to design, build,

sell and operate premium aged care and

retirement villages throughout the last

financial year and we are particularly

thrilled to have welcomed residents

into our brand new care suite building

at The BayView in Tauranga and our

first apartment residents to their brand

new waterfront village, The Sands, in

Auckland’s Browns Bay in May 2019.

Care

We have continued to transform our

aged care offering during the year

and are continuously innovating in

both clinical care and hospitality-led

service delivery. We have a significantly

higher weighting of aged care beds to

retirement village units in our portfolio

compared to our peers and this will

remain the case as we build out our

brownfields development pipeline.

We pride ourselves in delivering

excellent care to our residents and

in being a recognised industry

leader in the provision of clinical

outcomes.

We were pleased to win both the

Innovative Service Delivery and the

Excellence in Food awards at the annual

New Zealand Aged Care Association

conference in September 2018.

Care suites are at the core of our

growth strategy in aged care. These

premium rooms are fully certified by

the Ministry of Health to provide rest

home through to hospital level care,

enabling residents to remain in the same

room throughout their care journey.

This full-service, round-the-clock care

capability sets care suites apart from

serviced apartments.

By selling premium rooms as care suites

under an occupation right agreement,

we not only generate aged care earnings

during the resident’s tenure by providing

care services, but we also realise a

deferred management fee at the end of

the tenure. These two revenue streams

provide the returns required to justify a

continued investment in aged care and

meet the significant expected increase

in demand as the population ages.

An important feature of our aged care

strategy is the enhancement of care and

hospitality service standards, that go

hand-in-hand with the redevelopment

of our premium care suite product.

We introduced our new superior service

delivery model to our Meadowbank

care suite residents last year, which

provides them personalised, resident-

centred services. Our residents enjoy

the benefits of having a guest service

manager (similar to a concierge at a

hotel), a choice of meals from a menu

in the dining room or from the in-room

menu, morning and afternoon tea

served in their suite or in the lounge,

a range of engaging leisure activities

on offer seven days a week and personal

laundry pressed and folded. Following

the success of this new model at

Meadowbank, we introduced the same

model at The BayView where it has

also been well received and sales of our

new suites that opened in January are

tracking ahead of expectation. We are

now looking forward to implementing

this model in our new care suites at

The Sands, Awatere (formerly Trevellyn in

Hamilton) and Green Gables (in Nelson)

when these sites open during FY2020.

10

Oceania Healthcare Limited | Annual Report 2019

11
During the year we appointed a National

Culinary Manager who has been working

with the Executive Chefs at our sites

to raise the standard of our dining

experience and ensure that our residents

are being served tasty and nutritious

meals. Our new winter 2019 menu was

rolled out across all of our aged care

sites in May 2019 and we have received

fantastic feedback from our residents.

We are also improving our clinical care

delivery with the necessary investment

in our IT platform. We are rolling out a

Resident Clinical Management System,

e-Case, across the country and, as at 31

May 2019, this has been implemented at

six of our sites. E-Case is revolutionising

the way that we manage resident

information.

In addition to building new care suites,

we have been transforming our aged

care portfolio by converting standard

rooms to premium rooms across a

number of sites around the country.

This process involves reconfiguring

internal layouts, enlarging room sizes,

and in some cases retrofitting ensuites

in order to bring the product up to a

superior standard. The new rooms are

certified as care suites and the capital

invested is recovered with the sale of the

occupation right agreement.

Aged care returns are also enhanced by

generating a deferred management fee

from the occupation right agreement.

Over the last year, we have completed

47 care suite conversions at Woodlands

(Motueka, Nelson), Holmwood (Rangiora,

Canterbury), St Johns Wood (Taupo),

Atawhai (Hawkes Bay), Middlepark

(Christchurch), Otumarama (Nelson)

and Addington Gardens (Christchurch).

Demand has been strong for these

premium rooms and we are now

planning the next stage of conversions

across nine sites.

Developments

We have made good progress on our

development sites during the year, with

all 272 retirement village units and

aged care beds completed as signalled

to investors last year. We are pleased

to have delivered the 81 care suites at

The BayView, 83 apartments and care

suites in Stage Four at Meadowbank

and 108 apartments and care suites at

The Sands, all on time and on budget.

As you will see from this Annual Report,

our new developments are meticulously

designed with their unique location

in mind. Residents at Meadowbank

enjoy spectacular views over the

neighbourhood and across the Orakei

Basin towards the Auckland CBD.

The Sands is a development right on the

waterfront at Browns Bay on Auckland’s

North Shore. Situated just across the

road from the beach, this boutique

village boasts stunning views across the

water looking out towards Rangitoto.

The apartments at Meadowbank and

The Sands are spacious and a significant

amount of care and planning has gone

into their design including enclosable

glass balconies, large showers and

wide corridors to make it easier for

our residents to enjoy their homes.

Make page 400 wide

210 + 190

add couple page to here

LETTER FROM CHIEF EXECUTIVE OFFICER
In addition to the completion of these

prominent Auckland projects, our

development team has been working

hard to complete 90 care suites at

Awatere (formerly Trevellyn) in July 2019.

In a similar approach to that taken at

The BayView in December, we intend

to move residents of the previous care

centre into the new care centre and then

sell the balance of the new care suites

under occupation right agreement. Later,

as rooms become available, we will sell

these under occupation right agreement.

We are also making good progress at

our Green Gables development in Nelson

(comprising 89 apartments and care

suites). This development is in a premium

location in central Nelson and we are

looking forward to completing this in the

second half of FY2020.

Construction is also well underway

on Stage Five at Meadowbank (26

apartments), Stage Two at The BayView

(74 apartments and community centre),

Gracelands (32 villas), Whitianga

(10 villas) and Windermere in

Christchurch (93 apartments and

c are suites).

We are also skilled in the management

of our resource consent processes, with

several new consents achieved during

the past year that significantly de-risk

our future redevelopment plans. New

consents were obtained during the year

at Eden, Eldon, Elmwood, Eversley, Lady

Allum and for Stage Six at Meadowbank.

Of the 1,995 retirement village units and

aged care beds in our pipeline, 67.3%

now have planning approvals in place.

Our people

Despite the substantial development

programme ahead of us, Oceania

Healthcare is very much a people

business. We have over 2,600 staff

caring for our residents and we

recognise that the passion of our staff is

the key to delivering outstanding care

to our residents. Two prominent features

of our culture at Oceania Healthcare are

leadership empowerment and teamwork,

and these are modelled on a daily basis

throughout our sites. I have personally

visited all 36 of our aged care sites

three times over the past year, both to

provide support and encouragement

to our site management, but also to

connect directly with our staff. I spend

three hours at every site visit, with half of

this dedicated to meeting with staff and

hearing their stories on a one-on-one or

group basis.

We have made a significant investment

again this year in learning and

development, with most of our Business

and Care Managers and Clinical

Managers now having completed the

Step-Up for Leaders training programme.

This upskilling enables them to lead

their people better than ever before.

We are also encouraged that 14% of

our healthcare assistants and 9% of our

cleaners completed the New Zealand

Certificate in Health and Wellbeing

qualification in the past year, enabling

them to move into higher pay bands,

with a further 32% of our healthcare

assistants and 28% of our cleaners

currently enrolled in these courses.

As well as providing our healthcare

assistants with substantial remuneration

increases through the Government’s

equal pay regime, in October 2018 we

increased our pay scales for registered

nurses to recognise the importance of

retaining these key employees in the

face of shortages across the health

sector. Our pay rates are now leading

the industry and new pathways have

been established for registered nurses

to progress through our pay scales with

high levels of professional development.

During the year we also achieved a

two year accreditation status with

Immigration New Zealand, which

enables Oceania Healthcare to

recruit internationally and provides a

faster turnaround for our employees’

work visas. This enhances Oceania

Healthcare’s employment brand and

builds on our reputation as a preferred

employer in the sector.

We are announcing the introduction

of an employee share scheme which

will be offered to all of our permanent

employees. This will give staff an

opportunity to own a stake in Oceania

Healthcare and share in our growth.

This year our staff will be invited to

participate in the scheme and receive

an allocation of $800 per annum (for

full-time employees) or $400 per annum

(for part-time employees) of Oceania

Healthcare shares. The shares will be held

in trust for three years before they are

transferred into the employee’s name. We

are delighted that our staff will be further

recognised for the crucial part that they

play in Oceania Healthcare’s success.

12

Oceania Healthcare Limited | Annual Report 2019

As well as working hard to deliver real
benefits for our staff, we have also

continued our focus on enhancing our

health and safety training and support

programmes across our sites. We

have developed a robust contractor

management process and training

programme and are rolling this out

nationwide. It is very pleasing to see

that our ongoing focus in this area has

had a positive impact on our business,

as we have made a further significant

reduction in our injury rates and in

doing so provided our staff with a safer

workplace than ever before.

Outlook

In the two years since our Initial Public

Offering we have been extremely busy

developing, selling and operating new

sites as well as transforming our care

offering – both in product and service

delivery.

INSIGHT:

My passion away from work

My family owned a sailing yacht from

when I was about 7 years old, and

we spent holidays sailing around the

Hauraki Gulf, one of the most beautiful

harbours in the world. I used to love

coming into a bay at the end of a day

out of the wind, weaving amongst the

larger yachts and launches moored

further off the shore, and finding a

spot closer in because our boat was

smaller. As soon as we had dropped

anchor I would jump in our little

dinghy and row ashore, exploring

the beaches and rocks. When I was

9 years old, I got my own sailing

dinghy, which we towed behind our

boat and when we moored I’d put up

the mast and sail around on my own.

Sailing is a sport that, once you’ve

experienced it as a youngster, you

always have in your blood. I don’t get

a lot of opportunity to get out on the

water nowadays but when I do the

exhilaration of being powered only

by the wind, at the edge of control,

is very addictive. It’s great that I can

now experience this with my kids and

pass on the passion for this great

New Zealand pastime.

We have a substantial development

pipeline at our brownfields sites for

the next six years and are in the financial

position to make further acquisitions of

development land should opportunities

arise during the next year. We are

looking forward to further executing

our development pipeline and care suite

conversion projects in order to deliver the

highest standards of care to our residents.

I am excited for the next year, with our

experienced and strong Board and

leadership team in place, a clear strategy

for growth, and our passionate staff who

are totally committed to their residents.

Yours sincerely,

Earl Gasparich

Chief Executive Officer

13

Q+A
It's been a busy two years for Oceania

Healthcare’s Chief Executive Officer,

Earl Gasparich, since Oceania Healthcare

listed on NZX and ASX in May 2017. We had

a chat with Earl about the challenges and

opportunities for Oceania Healthcare and

what makes him tick.

Q: It sounds as though you’ve had a

pretty busy time at work lately. What

do you like to do in your time off to help

you relax and recharge?

A: We’ve been incredibly busy over the

past two years executing our strategy

- there’s a lot going on and the team

are working very hard. Relaxing and

recharging is a very tough question –

my family would say that I don’t! I’ve

always been a bit of a workaholic but in

this role you have to intentionally create

time for family and friends or else it just

won’t happen. I did make a decision

several years ago that I wouldn’t work

on the weekends while the kids were

awake, and I’ve generally managed to

stick to that despite it meaning some

very late nights after they are asleep.

So I spend most of the time when not

at work with my wife and three children

doing a variety of sports, entertaining

and relaxing at home. We live on a

lifestyle block out in the western part

of Auckland which is a great haven.

I also make sure that I take time off

during school holidays which are good

times for making family memories.

Q: Oceania Healthcare has been listed

for two years now. What has been

achieved in that time?

A: The listing gave us the capital we

needed to execute our brownfields

development pipeline and transform

our existing aged care portfolio. From

a development perspective, we’ve

completed 364 units and care suites in

two years at The Sands, Meadowbank

Stages Three and Four and The BayView

care suites all on time and on budget.

We’ve also converted 114 standard rooms

and apartments into premium offerings

that are being sold under ORAs as care

suites at 12 sites. With our premium care

strategy we’ve launched our enhanced

care services at all sites with care suites,

and are now delivering unparalleled

levels of service in our new sites. We’ve

achieved an enormous amount in just

two years – the considerable investment

in our people is echoed in our staff

satisfaction, reduced injury rates and the

training that we’re providing at all levels.

We’ve lifted our culinary experience, our

activities on site, the list goes on and

on. I’m incredibly proud of our people

who are passionate and dedicated to

providing the best care and service to

our residents.

Q: How do you perceive the reported

slow down in the residential property

market in New Zealand and how is

Oceania Healthcare positioned to

respond to this?

A: There is no doubt that the growth in

residential property values has slowed

and in some parts of the country we

are seeing a slight easing in prices.

However, there is still a significant gap

in most regions between the average

house price and the asking price for

independent living units. For us at

Oceania Healthcare, we’ve been saying

for some time that, while Oceania

Healthcare is certainly not immune to the

effects of the slowing property market,

our business is a lot more resilient to it

than others. This is simply because of

the scale of our Care business, which

we describe as “needs-based”. What we

mean by this is that the decision to move

into an Oceania Healthcare aged care

site by an incoming care resident is not

driven by what the property market is

doing, it is driven by their need for care,

which is often urgent. These residents

are not factoring into their decision

how much they will sell their residential

properties for, that is the last thing on

their minds when their needs are such

that moving into aged residential care

is imperative. Even when looking to

purchase a care suite, the lower entry

price for these rooms means that

affordability is not compromised.

14

Oceania Healthcare Limited | Annual Report 2019

Q: Oceania Healthcare sold five of its
sites to Heritage Lifecare last year. Are

you intending to sell any other sites

over the next 12 months?

A: We undertook a portfolio review last

year that identified a small number of

sites that were not suitable for upgrade

or redevelopment and therefore did not

fit within our future aged care plans. As

a result of this review, we sold five of our

aged care sites to Heritage Lifecare last

year. At this stage we are not intending

to sell any other aged care sites.

Q: There has been a lot of discussion

recently about wage rates in the sector.

How is Oceania Healthcare rewarding

its people?

A: We have been investing a lot in our

people over the past two years. We

delivered a significant increase in the

pay rates for registered nurses last year,

as well as delivering the second year of

the Government’s equal pay settlement

for healthcare assistants. The starting

rate for other housekeeping staff also

increased significantly. Our pay rates for

registered nurses are now well aligned

to the recent DHB settlement and this

has certainly eased the pressure on

the retention of our registered nurses.

We provide direct support to our

registered nurses to complete their

professional development requirements

and for healthcare assistants to progress

through qualification levels, and have

also invested considerably in our

tailored leadership development

training programme, StepUp.

On top of this, we have just launched

our employee share scheme which

all of our permanent staff will be

invited to participate in. Our staff

will be able to own a stake in Oceania

Healthcare and will be further

recognised for the vital role they

play in Oceania Healthcare’s success.

Q: Your development at The BayView

in Tauranga has been the first major

development out of Auckland for some

time. Now that some of the residents

have been living in the care suites there

for six months, what feedback are you

getting for this product?

A: The feedback at The BayView is

wonderful. We took 60 residents from

an older building on site and moved

them into their brand new care suites

with new furniture in every room, and a

completely new model of care service

delivery. We have also sold 17 care suites

to new residents, who are enjoying

fabulous food, leisure activities and

beautiful common areas. I’m also really

pleased with the feedback from staff,

who have told me how much of a lift

in wellbeing they have noticed in their

residents simply from the move into the

new environment. It's great to see how

well this new service model is going.

Q: Oceania Healthcare delivered 272

units and care suites during FY2019.

How confident are you that the team

will be able to deliver the 250+ units

and care suites promised from FY2020?

A: We are confident that Oceania

Healthcare will be able to deliver our

increased build rates of 250 units and

care suites in FY2021 and 300 units

and care suites each year thereafter,

starting with 265 units and care suites

due for completion in FY2020. With

the completion of The Sands and

Meadowbank Stage Four on programme

this past year, and the completion of

Awatere Village ahead of programme

in July 2019, we have proven our

development capability to the market.

All of our current developments are

progressing well according to plan

and therefore we’ve got high levels

of confidence in the team continuing

to deliver.

Q: What level of acquisitions will

Oceania Healthcare need to achieve

this level of growth?

A: We acquired the properties at

Waimarie Street in St Heliers, Auckland

last year and our team has been busy

consenting this development. In addition

to this, we have bought some properties

adjacent to our Elmwood, Lady Allum

and Eden sites (also in Auckland),

so we’ve got plenty of development

ahead of us. Having said that, if a good

opportunity came up, we would certainly

look to acquire this in the same way

that we acquired the properties in St

Heliers. The reality is that we’re a good

five years away from needing to turn dirt

on another site in order to maintain our

build rate.

15

OUR VALUE OUTCOMES
Residents love living in

our communities

We are creating premium aged care

and independent living environments by

executing our development pipeline of 1,995

suites and units and by converting standard

rooms to care suites. As a result our

portfolio will increase by 38% to over 5,000

suites and units, with 55% of these being

care beds and care suites. Our care portfolio

will comprise ~67% premium beds.

FY2017

FY2018FY2019

3.0

3.6

5.1

13.3

15.0

17.1

Care suitesIndependent living units

INCREASING DEFERRED MANAGEMENT FEE

($M’S PER ANNUM)

CARE PORTFOLIO COMPOSITION

FY2018

1

FY2019FY2020Fully Built Pipeline

2,593

Beds

2,654

Beds

2,724

Beds

2,902

Beds

Standard bedsPAC beds

500

1,000

1,500

2,000

2,500

3,000

3,500

Care units

Care suites

63%

24%

13%

56%

23%

21%

48%

22%

30%

33%

21%

46%

1 FY2018 portfolio restated for the sites that were divested in 1H2019.

16

Oceania Healthcare Limited | Annual Report 2019

At Oceania Healthcare, we are changing the face
of premium aged residential care in New Zealand.

As baby-boomers retire and later require permanent

assisted living, they are demanding standards of

accommodation and service well beyond what

traditional rest homes are capable of providing.

In addition, it is well recognised that the Government’s

fixed daily care fee falls well short of what is required

to give operators anything like a reasonable return on

the capital investment needed for new aged care sites.

Our care suite strategy explained

Our executive chef prepares tailored

meals just the way our residents like it,

and residents can choose if they want

to eat in their own suite, or in the dining

room. We also have dedicated guest

services roles (like concierges within

hotels) to help coordinate a resident’s

diary, ensuring it is full of the things they

love to do. This guest services function

also provides an important role liaising

with friends and families so the resident

can stay socially connected with both

their families, and their local community.

Our care suites are all fully certified

by the Ministry of Health to provide

aged residential care services from rest

home to hospital level, meaning that

the resident does not need to move

out of the care suite as their needs

increase. This is a significant advantage

of the care suite model compared with

serviced apartments, which are generally

only certified, at best, to provide low

levels of care. When the resident within

a serviced apartment requires higher

levels of care, they are usually moved

into a more traditional aged residential

care centre and, if a premium room is

chosen, they will pay a PAC every day

for the remainder of their stay. In some

cases, the resident may even have to

move again – a third time – if their needs

increase from rest home to hospital level

of care. This is highly undesirable for

residents at the most vulnerable time of

their lives.

In contrast, when a resident moves into

an Oceania Healthcare care suite, they

have the peace of mind of having the

right to remain in their suite and can

stay in that suite for the duration of their

time in care without being required to

move again. Families also find it very

reassuring to know that there are more

care staff and registered nurses on hand

in a care suite environment compared

with serviced apartments.

Other operators generally offer

their retirement village residents a

“free” transfer from an independent

living unit to a serviced apartment

when the resident needs additional

living assistance. When that resident

subsequently requires a higher level

of care, the resident will usually be

moved into an aged care centre.

At that point, they will pay for a premium

room (by way of a PAC). In contrast,

Oceania Healthcare village residents

remain in their independent living unit

slightly longer, receiving some daily

assistance if required (provided by

the DHB or otherwise), and when their

needs increase to rest home level, they

move only once into their “forever” care

suite, enjoying the incredible living

environment and highest standards of

service seen anywhere in New Zealand.

In response, the DHBs have for some

time recognised the ability of operators

to provide residents with premium

rooms, and charge residents additional

fees to stay in these types of superior

accommodation. These fees take the form

of premium accommodation charges

(PACs) or deferred management fees

(DMFs) on occupation right agreements

(ORAs). These two premium charging

models have strong similarities to the

Australian aged care accommodation

funding model of daily accommodation

payments (DAPs) and refundable

accommodation deposits (RADs).

We offer residents both types of

premium rooms at Oceania Healthcare

(PACs and ORAs). At our new aged

residential care sites these premium

rooms are called care suites and they

are all licensed under ORAs. Each care

suite has its own kitchenette and seating

area and most have a balcony, so it feels

more like an apartment than simply a

bedroom. Our focus on great design,

and our passion for creating delightful

customer experiences, ensures that our

care suite environments do not look

or feel anything like a traditional rest

home either. Our design ensures that

any medical equipment is hidden away,

and the café, dining area and lounges

look like an independent living area of a

retirement village.

17

Thomas Kingham
New Meadowbank resident

“We looked around at so many

places, but Meadowbank’s Care

Suites stood out as the best

by a long way,” says resident

Thomas Kingham. “It doesn’t

feel like a hospital at all and the

standard of care and service

here are second to none.”

“Just after I moved into

Meadowbank, the Guest

Services Manager put on a

welcome event for me,” says

Thomas. “She invited my sister

and her family, as well as a few

friends, so they could meet

everyone.”

“The food is amazing and the

chef’s just great,” says Thomas.

“He makes a fantastic hotpot -

that’s my absolute favourite.”

And, Thomas knows all the little

things are taken care of. “It’s

great having the Guest Services

Manager to help me make the

most of my days. I feel better

than I have done in years.”

Thomas is delighted to continue

doing the things he loves. “The

Guest Services Manager even

arranged for my friends from

Remuera Bridge Club to come

to Meadowbank and play with

me,” he says. “There’s a lot to

keep me occupied and living

the way that I’m used to.”

OUR VALUE OUTCOMES

18

Oceania Healthcare Limited | Annual Report 2019

Developments and design
Pre IPO

FY2018FY2019

67

30

159

254

101

113

Care suitesIndependent living units

Current

Post Development

54.7%

14.1%

31.2%

29.7%

25.4%

44.9%

Care bedsCare suitesUnits

Gareth Wright

Design Manager

Harpreet Sharma

Registered Nurse

Getting the small things right

is at the heart of creating

spaces that staff and residents

love to work and live in.

Our development team knows the

importance of getting all of the design

detail right. It is often the attention we

give to the small things that make living

and working in the places we build

even more enjoyable for residents, their

families and our staff.

Residents in our care have told us that

they want their living spaces to feel

more like home. They told us that seeing

hoists and wheelchairs in the corridors

made them feel like they were living in

a hospital. Through close collaboration

with the nursing team, our designers

were able to build care suites where all

medical equipment is stored out of plain

sight, and yet is still handy for our staff.

The design team are key catalysts for us

to be able to delight our residents. As

an example, the designers helped create

a more social vibe in our dining rooms.

Traditionally care centre dining rooms

use vinyl on the floor, but this surface

tends to bounce noise around the room

making conversation difficult.

The design team researched many

flooring options and worked with

manufacturers globally to solve the

problem. We now specify a high-tech

carpet that is very easy to clean, to

create a warm and inviting space for

residents and their families to get

together over a meal.

Our apartment residents also appreciate

the value of good design - whether it

is the encloseable glass balconies, the

wide apartment corridors, the full height

bedroom windows, or simply wardrobes

that do not feel flimsy – these quality

details set us apart from other operators.

Our passion for getting it right drives us

to design and build products that are

stylish, suitable, and highly valued by our

residents. A focus on great design plays

a big part in enabling our residents to

enjoy living well, for longer.

UNIT DELIVERY (PER ANNUM)

TOTAL PORTFOLIO COMPOSITION

19

OUR VALUE OUTCOMES
The Sands

Browns Bay, Auckland

STAT U S

COMPLETED MAY 2019

44

CARE SUITES

64

APARTMENTS

20

Oceania Healthcare Limited | Annual Report 2019

21

Meadowbank, Stage 4
Meadowbank, Auckland

STAT U S

COMPLETED MAY 2019

34

CARE SUITES

49

APARTMENTS

OUR VALUE OUTCOMES

22

Oceania Healthcare Limited | Annual Report 2019

The BayView, Stage 2
Tauranga

STAT U S

STAGE TWO UNDER CONSTRUCTION

COMMUNITY

CENTRE

74

APARTMENTS

23

STAT U S
STAGE ONE SCHEDULED FOR COMPLETION JULY 2019

Awatere, Stage 1

Hamilton

90

CARE SUITES

OUR VALUE OUTCOMES

24

Oceania Healthcare Limited | Annual Report 2019

Green Gables
Nelson

STAT U S

UNDER CONSTRUCTION

61

CARE SUITES

28

APARTMENTS

25

Windermere
Christchurch

STAT U S

UNDER CONSTRUCTION

71

CARE SUITES

22

APARTMENTS

OUR VALUE OUTCOMES

26

Oceania Healthcare Limited | Annual Report 2019

Gracelands
Hastings

STAT U S

UNDER CONSTRUCTION

32

VILLAS

27

By listening to our residents and their
families and personalising our services, we

are delighting our residents with hospitality

inspired, customer led services. Our focus

is on the total wellbeing of our residents,

underpinned by high quality clinical care.

We delight our residents

with hospitality inspired,

customer led services

FY2017

FY2018FY2019

91.3

92.8

90.1

OCCUPANCY AT NON DEVELOPMENT

OR CONVERSION SITES

FY2018 – 33

FY2017 – 35

CARE CUSTOMER SATISFACTION

– NET PROMOTER SCORE

OUR VALUE OUTCOMES

32

FY2019

VILLAGE CUSTOMER SATISFACTION

– NET PROMOTER SCORE

FY2018 – 43

FY2017 – 53

56

FY2019

28

Oceania Healthcare Limited | Annual Report 2019

We are incredibly passionate about creating
delightful dining experiences for our residents at

Oceania Healthcare. We know that when it comes to

dining, our residents look forward with anticipation

to one of the many highlights of their day. It is a way

for them to share time with friends and family, and it

fulfils and nourishes the body and soul.

Dining to delight

Vincent Marshall

Chef

Vincent has been a chef for 25 years and has worked

around the world, even cooking for the Queen!

29

Fabulous food experiences start
with a team of executive chefs across

New Zealand who are highly talented,

experienced and know about creating

food for our residents that not only

tastes great, but it looks good and is

served in a high quality environment that

you’d expect in any restaurant. Over 90%

of our culinary teams across Oceania

Healthcare’s care sites are now led by

qualified executive chefs, who show real

heart in serving their residents.

This year we appointed a National

Culinary Manager, who supports our

teams and champions them to deliver

dining experiences that create a real

point of difference for our business.

Vincent Marshall has been a chef for

25 years and has worked around the

world, even cooking for the Queen!

He has gathered our residents’

favourite recipes across the country,

held workshops with the culinary teams,

and created new menus that included

both old favourites as well as delightful

new dishes that make the most of fresh,

seasonal ingredients.

“This was a really fun process to lead.

Our residents were just great as they

shared stories and memories of why

recipes were special to them. For

example, our chefs knew that lamb stew

was an absolute favourite, so we put

together a lamb hotpot with a crispy

pastry top and a minted pea puree

recipe, which is a modern twist on it –

and our residents loved it.

Similarly, everyone loved fish and chips

on a Friday, but it absolutely has to be

made with fresh fish! So we searched for

new suppliers who could deliver fresh

fish, just on time, across all our sites

nationwide. The extra effort we put into

getting this right was all worth it when

we saw just how delighted the residents

were to be served fresh, tasty beer

battered fish and chips each week”.

“I was very proud and humbled this

year when Oceania Healthcare received

the Excellence in Food award at the

New Zealand Aged Care Association

conference and was also a medallist at

the Senior Lifestyle Cuisine competition.

Winning these awards proves that

Oceania Healthcare is an innovator in

this industry and this helps to attract

executive chefs who may not have

previously thought of food in aged care

as being so exciting, challenging and

rewarding to create”.

Vincent spends most of his time

upskilling the culinary team across

Oceania Healthcare and working

with them to create warm and inviting

dining experiences. He also works

with our development team designing

kitchens for our new sites as we look to

reach even greater standards to delight

our residents.

Oceania Healthcare’s famous

lamb hotpot with crispy pastry

top and minted pea puree.

OUR VALUE OUTCOMES

30

Oceania Healthcare Limited | Annual Report 2019

We are passionate about the
wellbeing of our residents,

their families and our teams

of staff.

A culture of kindness and respect

leads to engaged staff who show great

empathy for our residents. We will

nurture and develop our leaders, provide

opportunities for our staff to learn and

grow, and maintain our focus on the

safety and welfare of our staff.

FY2017

FY2018FY2019

22.03

11.6611.65

LOST TIME INJURY FREQUENCY RATE

(DAYS)

FY2017

FY2018FY2019

52.7

57.0

61.4

STAFF ENGAGEMENT

(%)

1

1 Staff engagement is measured as the employees who 'agreed' or 'strongly agreed' with

the statement "I would recommend this as a great place to work".

31

We are passionate about our people and support
their learning and development at all levels. The

many national awards we have won for our in-house

training programmes, and the quality of our teams,

is testimony to the investment we put into helping

our people reach their full potential.

Developing great leaders

“ The distinction between managing

and leading a team showed me that

I needed to be there to support and

coach my staff more frequently,

rather than step-in and do the job

myself. I learnt that leadership is a

mindset and that hard-wiring of my

brain from previous experiences

impacts my approach to problem

solving, motivating others and

collaboration. I now realise that a

growth mindset allows me greater

freedom in my role as Clinical

Manager, and this has facilitated

change and a new perspective

on my role as a leader. I found

my approach has become more

solution orientated and I now

encourage staff to contribute

solutions rather than them

frequently looking to me to solve

their problems. Since completing

the course, I have an easier

relationship with staff and a greater

confidence to lead.”

Jane Coles

Palm Grove

“ This programme has dramatically

changed the way I lead. I feel more

confident and calmer in my role. It

gave me the tools to focus on the

vision for Heretaunga and helped

me to prioritise my day to focus

on what is important. I used to get

pulled into a lot of ‘drama’, now I

have the skills to successfully coach

people to find their own solutions.

This has been empowering and

motivating for my team, who now

feel they have more control over

their work. It has also freed up a lot

of my time, which means I spend

more time with our residents and

their families.”

Micky Sahni

Heretaunga

“ The programme has taught me so

much about myself, my leadership

style, and my approach to work.

I enjoy my job so much more

and have a better understanding

of people. Both my Clinical

Leaders have also benefited from

participating in the programme,

and one in particular, is a lot more

productive at work. She felt like

she didn't have enough time to get

everything done and now using the

tools she learnt on the programme,

she is better at prioritising her

work and can spend more time

with our residents. I have enjoyed

how our relationship has grown -

we now plan together, and have

more effective conversations. She

used to shy away from challenging

conversations with her staff, but

now she addresses these issues in

a confident and respectful way. I'm

so proud of how she has grown,

she’s doing an amazing job."

Sharon Blackbeard

Whareama

Our Step-Up for Leaders programme,

launched in 2017, is designed to

empower our managers, clinical leaders

and registered nurses to be better

leaders. We know that when our people

are well led, teamwork is more effective,

staff are more engaged and aligned to

our vision and values, and delivery of

services to our residents is of a higher

standard.

Step-Up for Leaders is an incredible

programme that takes people through

a six month journey of personal learning

experiences and group workshops. To

date, 75% of our managers, 86% of our

clinical leaders and our first four cohorts

of registered nurses have completed

the programme. The programme is

transforming the leadership capability

of our managers which is enabling them

to deliver strategy more effectively

within their sites through greater staff

engagement.

These testimonies show the

extraordinary impact that Step-Up has

had on participants, both within the

workplace and to their overall wellbeing:

OUR VALUE OUTCOMES

32

Oceania Healthcare Limited | Annual Report 2019

Catherine Larsen
Business & Care Manager

Developing great leaders

is at the heart of building

engaged teams.

33

By innovating, embracing technology
and making it easy to do business with

us, we will create sustainable profit and

deliver future growth.

We lead the way in how

we do things

OUR VALUE OUTCOMES

6


SITES LIVE

343

PAPER RESIDENT

RECORDS MIGRATED

268

STAFF WHO HAVE

RECEIVED TRAINING

AS AT 31 MAY 2019

34

Oceania Healthcare Limited | Annual Report 2019

We pride ourselves on the capability of our people
and the quality of care we provide our residents.

We understand that our residents, their families

and the DHBs place a lot of trust in us.

Going digital to improve care

April Ladia

(and Meadowbank resident)

Clinical Manager

Our new resident

management system allows

staff to spend more time

focusing on the resident

rather than on paperwork.

“We had some staff who had very basic

computer skills in the beginning but they

are now glad they’ve learnt”.

“It has improved the wellbeing of our

residents by enabling our team to

spend more time with them. Tasks are

prompted including what is required

if there are any changes in the health

of our residents. The families are very

happy that our staff are closer to the

daily needs of our residents.”

These sentiments are echoed by

her team.

Joseph, a registered nurse at

Meadowbank, has recently joined our

dedicated project implementation team

to provide training and support as we

implement e-Case at our other sites

throughout the country.

“Nurses love the new system. Before

when we went about our daily tasks,

we had a single copy of each resident’s

notes. Now we don’t have to wait for

access to a paper file and instead can

check and measure a resident’s progress

while we are with them in their care suite.

Multiple staff can update the resident’s

record without having to wait. I’m

therefore now able to spend a lot more

time with my residents and their families.”

With these high expectations comes the

need to continuously innovate and seek

ways to improve the way that we deliver

care and services.

Over the past year we have commenced

the implementation of a new resident

management system, e-Case, with six

sites now “live” on the new system.

The benefits of moving to a digital

system over a traditional paper-based

system have been immediate with

improved visibility of clinical indicators

and performance for our clinical quality

teams, providing greater assurance that

our residents are receiving the very best

care at all times.

We piloted e-Case at Meadowbank in

Auckland where April Ladia is the Clinical

Manager. Her team was happy to be the

test site for this very important project.

“Having a clinical information system

has helped me manage my team of

nurses and healthcare assistants more

productively. Information is captured in

real time about the care that needs to be

provided and we spend less time at our

nurses’ station writing notes and more

time with our residents”.

35

Greg Tomlinson
Non-Executive Director

AME

Sally Evans

Independent Director

BHSc, MSc, FAICD, GAIST

Patrick McCawe

Non-Executive Director

BCA (Hons), MBA, CA

Elizabeth Coutts

Chair and Independent Director

ONZM, BMS, FCA

Dame Kerry Prendergast

Independent Director

DNZM, CNZM, MBA (VUW), NZRN, NZM

Alan Isaac

Independent Director

CNZM, BCA, FCA

Hugh FitzSimons

Non-Executive Director

BEc LLB (Hons) (Syd)

From left to right

Board of Directors

Oceania Healthcare has an experienced

Board with a diverse range of skills.

The Board comprises an independent Chair,

three independent non-executive Directors

and three non-executive Directors.

36

Oceania Healthcare Limited | Annual Report 2019

Our Board Skill Set
Customer advocacy

Experience and understanding of sales,

marketing and brand strategy and practices.

Aged care, hospitality and customer

service market experience

Experience and understanding (either at

Board, leadership or senior consulting

level) the dynamics of the international

and domestic in either of the aged care,

hospitality and customer services markets,

and opportunities and challenges within

those markets.

Clinical experience

Experience and understanding of the

clinical requirements of the heathcare

sector at a governance, leadership and/or

practitioner level.

Customer advocacy

Aged care

4/7

Clinical experience

MARKETS AND CUSTOMERS

7/7

7/7

Growth

A track record of developing and

implementing a successful and sustainable

strategy of growth in business.

Strategy

Ability to think strategically and assess

strategic options and business plans.

Operational leverage

Experience in leading or advising organisational

change and creating value for the benefit of

customers and shareholders.

Business model and technology disruption

– Understanding of differing business models

and the potential for disruptive models

and practices to impact customers and the

supply chain

– Understanding of the opportunity and risks

provided by technology development.

7/7

Growth

Operational leverage

7/7

7/7

7/7

Strategy

Business model and

technology disruption

DELIVERING SUSTAINABLE GROWTH

Government relationships

An understanding of the functioning of

Government and experience developing and

maintaining a constructive relationship and

interactions with Government and regulators.

Shareholder/investment

community relationships

Experience in and understanding of

shareholder and investment community

concerns and developing constructive

relationships.

5/7

Government relationships

5/7

Shareholder/investment

community relationships

BUILDING AND MAINTAINING RELATIONSHIPS

– Experience as an investor, leader or adviser

in the property development market

– Experience as an investor, leader or adviser

in the construction industry.

PROPERTY AND CONSTRUCTION

3/7

Governance

– Commitment to the highest standard of

governance

– Board experience (NZX 50 or equivalent)

or experience as an adviser to Boards for

at least 5 years

– An ability to assess effectiveness of senior

management.

Finance and accounting

– Senior executive or board experience

in financial accounting and reporting,

corporate finance and internal controls

– Understanding of business and property

valuation principles and their implications

on the financial performance and position.

Risk management

– Developing and overseeing an appropriate

risk framework and culture

– Experience evaluating and managing

financial and non-financial risks.

Capital markets and structure

Experience with equity and debt markets,

capital structuring and investment analysis.

Regulatory knowledge and experience

An understanding of the regulatory

environment in which we operate and

the role that plays in ensuring sustainable

custodianship of our assets and providing

benefit to our customers.

Human resources

Familiarity with people and best practice

development and performance structures.

Health and safety

Experience and understanding of health

and safety and wellbeing requirements.

Governance

7/7

7/7

Risk management

CORE STRENGTHS

Finance and accounting

6/7

Health and safety

6/7

Regulatory knowledge and experience

7/7

Human resources

7/7

Capital markets and structure

7/7

37

38
Oceania Healthcare Limited | Annual Report 2019

Financial Metrics

$NZm May 2019May 2018

May 2017

1

Pro forma

Underlying net profit after tax

2

50.252.134.0

Underlying net profit after tax - continuing operations

3

49.750.632.3

Profit for the year45.47 7. 044.9

Total comprehensive income99.881.760.9

Total assets1,399.41 , 1 4 7. 2918.2

Operating cashflow89.382.239.0

Operating Metrics

May 2019May 2018May 2017

Units1,2021,1021,054

Care Suites542340242

Care Beds2,1122,5402,580

Total3,8563,9823,876

New Sales13310052

Resales177180151

Total310280203

Occupancy

4

92.8%90.1%91.3%

Three Year Summary

For the year ended 31 May 2019

1

Underlying net profit after tax for May 2017 has been adjusted to remove the impact of transaction and offer costs incurred for

the Initial Public Offering (“IPO”) and includes an estimate of listed company costs. Further, as the proceeds of the IPO were used

substantially to repay debt facilities an adjustment has also been made to reflect the interest expenses that would have been incurred

had a listed capital structure been in place from the start of the financial year.

2

This is a non-GAAP measure, see note 2.1 in the financial statements for further details.

3

Underlying net profit after tax - continuing operations contains a pro forma adjustment that excludes the earnings from sites divested

in 1HY2019.

4

Average annual occupancy in relation to sites not under development or conversion.

Consolidated Statement of Comprehensive Income 40
Consolidated Balance Sheet 4 1

Consolidated Statement of Changes in Equity 42

Consolidated Cash Flow Statement 43

Notes to the Consolidated Financial Statements 45

Independent Auditor's Report 90

Consolidated

Financial

Statements

For the year ended 31 May 2019

3939

40
Oceania Healthcare Limited | Annual Report 2019

$NZ000’s NotesMay 2019May 2018

Revenue2.2186,977 181,816

Change in fair value of investment property

3.146,60468,320

Other income

2.32,3772,226

Total income235,958252,362

Employee benefits and other staff costs

2.4119,786113,306

Depreciation and amortisation

2.49,5448,835

Finance costs

2.43,6402,944

Impairment / (reversal of impairment) of property, plant and equipment

3.26,982(1,142)

Impairment of goodwill

5.28,149-

Other expenses

2.456,06252,543

Total expenses204,163176,486

Profit before income tax31,79575,876

Income tax benefit

5.113,5761,096

Profit for the year45,37176,972

Other comprehensive income

Items that will not be subsequently reclassified to profit or loss

Gain on revaluation of property, plant and equipment for the year,

net of tax

3.256,1034,676

Items that may be subsequently reclassified to profit or loss

(Loss) / gain on cash flow hedges, net of tax

5.6(1,723)79

Other comprehensive income for the year, net of tax54,3804,755

Total comprehensive income for the year attributable to

shareholders of the parent99,75181,727

Basic earnings per share (cents per share)

4.27. 512.7

Diluted earnings per share (cents per share)

4.27. 512.7

Consolidated Statement of Comprehensive Income

For the year ended 31 May 2019

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

41
Consolidated Balance Sheet

As at 31 May 2019

$NZ000’s NotesMay 2019May 2018

Assets

Cash and cash equivalents22,76218,288

Trade and other receivables

5.343,54132,693

Investment property

3.1881,674755,561

Assets held for sale

3.2-19,653

Property, plant and equipment

3.2442,709303,561

Intangible assets

5.28,6681 7, 3 9 8

Total assets1,399,3541,147,154

Liabilities

Trade and other payables

5.438,5653 7, 5 9 2

Derivative financial instruments

5.62,443283

Deferred management fee

3.32 7,0 0 221,923

Refundable occupation right agreements

3.3436,481358,213

Borrowings

4.4270,159168,711

Deferred tax liabilities

5.114,82523,335

Total liabilities789,475610,057

Net assets609,8795 3 7,0 97

Equity

Contributed equity

4.1580,794579,498

Retained deficit(110,060)( 1 2 7, 8 9 9)

Reserves139,14585,498

Total equity609,8795 3 7,0 97

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

42
Oceania Healthcare Limited | Annual Report 2019

Consolidated Statement of Changes in Equity

For the year ended 31 May 2019

$NZ000’s Notes

Contributed

equity

Retained

deficit

Asset

revaluation

reserve

Cash flow

hedge

reserveTotal equity

Balance as at 31 May 2017579,498(195,966)84,603(182)467,953

Profit for the year - 76,972 - -76,972

Other comprehensive income

Revaluation of cash flow hedge

net of tax

5.6---7979

Revaluation of assets net of tax

3.2 - -4,676-4,676

Total comprehensive income - 76,9724,6767981,727

Transfer of revaluation reserve for

assets held for sale

3.2-3,678(3,678)--

Transactions with owners

Dividends paid

4.1-(12,692)--(12,692)

Employee share scheme

4.3-109--109

Total transactions with owners-(12,583) - -(12,583)

-

Balance as at 31 May 2018579,498( 1 2 7, 8 9 9)85,601(103)5 3 7,0 97

Profit for the year - 45,371 - -45,371

Other comprehensive income

Revaluation of cash flow hedge

net of tax

5.6---(1,723)(1,723)

Revaluation of assets net of tax

3.2 - -56,103-56,103

Total comprehensive income - 45,37156,103(1,723)99,751

Transfer of interest rate swaps reserve

on maturity

5.6-(4 0)-40-

Transfer of revaluation reserve for

assets held for sale

3.2-773(773)--

Transactions with owners

Dividends paid

4.1-(28,405)--(28,405)

Settlement of treasury shares

4.31,296---1,296

Employee share scheme

4.3-140--140

Total transactions with owners1,296(28,265) - -(26,969)

Balance as at 31 May 2019580,794(110,060)140,931(1,786)609,879

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

43
Consolidated Cash Flow Statement

For the year ended 31 May 2019

$NZ000’s May 2019May 2018

Cash flows from operating activities

Receipts from residents for village and care fees165,693161,786

Payments to suppliers and employees(164,829)(147,439)

Rental payments in relation to right to use asset(5,510)( 7,7 9 0)

Receipts from new occupation right agreements136,629113,517

Payments for outgoing occupation right agreements(39,656)(35,421)

Interest received145165

Interest paid(3,151)(2,588)

Net cash inflow from operating activities89,32182,230

Cash flows from investing activities

Proceeds from sale of property, plant and equipment and

investment property19,690170

Payments for property, plant and equipment and intangible assets(72,895)(33,389)

Payments for investment property and investment property under

development(100,569)(98,172)

Net cash outflow from investing activities(153,774)(131,391)

Cash flows from financing activities

Proceeds from borrowings180,387119,788

Repayment of borrowings(84,351)(50,508)

Dividends paid(28,405)(12,692)

Settlement of treasury shares1,296-

Net cash inflow from financing activities68,92756,588

Net increase in cash and cash equivalents4,4747, 4 2 7

Cash and cash equivalents at the beginning of the year18,28810,861

Cash and cash equivalents at end of year22,76218,288

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

44
Oceania Healthcare Limited | Annual Report 2019

Consolidated Cash Flow Statement (continued)

For the year ended 31 May 2019

Reconciliation of profit after income tax to net cash inflow from operating activities

$NZ000’s NotesMay 2019May 2018

Profit for the year45,37176,972

Non cash items included in profit for the year

Deferred management fees accrued but not settled

2.2(23,805)(18,74 8)

Depreciation and amortisation

2.49,5448,835

Impairment of goodwill

2.48,149-

Net (gain) / loss on disposal of property, plant and equipment(70)13

Fair value adjustment to investment property

3.1(46,604)(68,320)

Impairment / (reversal of impairment) of property, plant and equipment

3.26,982(1,142)

Loss allowance for trade and other receivables

2.462(156)

Interest accrued but not paid429356

Fair value movement on residents’ share of resale gains

2.4737(26)

Fair value loss on cash flow hedges

5.617-

Deferred tax benefit

5.1(13,576)(1,096)

Share based payments expense

4.3140109

Other non cash items (13)18

(58,008)(80,157)

Cash items excluded from profit for the year

Receipts from new occupation right agreements136,629113,517

Payments for outgoing occupation right agreements(39,656)(35,421)

Capitalised costs associated with refinance(645)-

96,32878,096

Increase in operating assets and liabilities

Decrease / (increase) in trade and other receivables290(3,222)

Increase in trade and other payables5,34010,541

Net cash inflow from operating activities89,32182,230

The Board of Directors of the Company authorised these consolidated financial statements for issue on

25 July 2019.

For and on behalf of the Board

Elizabeth Coutts Alan Isaac

Chairman Director

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

45
Notes to the

Consolidated

Financial

Statements

For the year ended 31 May 2019

1. General Information 46

1.1 Basis of Preparation 46

1.2 Accounting Policies 47

1.3 Significant Events and Transactions 47

2. Operating Performance 48

2.1 Operating Segments 48

2.2 Revenue 54

2.3 Other Income 55

2.4 Expenses 56

3. Property Assets 57

3.1 Village Assets: Investment Property 59

3.2 Care Assets: Property, Plant and

Equipment 63

3.3 Refundable Occupation Right

Agreements 68

4. Shareholder Equity and Funding 71

4.1 Shareholder Equity and Reserves 71

4.2 Earnings Per Share 72

4.3 Employee Share Based Payments 72

4.4 Borrowings 73

5. Other Disclosures 76

5.1 Income Tax 76

5.2 Intangible Assets 80

5.3 Trade and Other Receivables 82

5.4 Trade and Other Payables 83

5.5 Related Party Transactions 83

5.6 Financial Risk Management 84

5.7 New Accounting Standards 87

5.8 Contingencies and Commitments 88

5.9 Events After Balance Date 89

Independent Auditor's Report 90

45

46
Oceania Healthcare Limited | Annual Report 2019

Notes to the Consolidated Financial Statements

For the year ended 31 May 2019

1. General Information

1.1 Basis of Preparation

(i) Entities Reporting

The consolidated 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 note 5.5

for details of the Group structure.

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of

Oceania Healthcare Limited as at 31 May 2019 and the results of all subsidiaries for the year then ended.

The Group owns and operates various care centres and retirement villages throughout New Zealand. The

Group's registered office is Affinity House, 2 Hargreaves Street, St Mary's Bay, Auckland 1011, New Zealand.

(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 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 financial statements have been prepared in accordance with New Zealand Generally

Accepted Accounting Practice (“NZ GAAP”). They comply with New Zealand equivalents to International

Financial Reporting Standards (“NZ IFRS”), International Financial Reporting Standards (“IFRS”) and other

applicable New Zealand Financial Reporting Standards, as appropriate for for-profit entities. The Group is

a Tier 1 for-profit entity in accordance with XRB A1.

The Consolidated Balance Sheet has been prepared using a liquidity format.

(iii) Measurement Basis

These consolidated financial statements have been prepared under the historical cost convention, as

modified by the revaluation of certain assets and liabilities, including investment properties, property, plant

and equipment, assets held for sale and cash flow hedges.

(iv) Going Concern Basis of Accounting

These consolidated financial statements have been prepared on a going concern basis.

(v) Key Estimates and Judgements

The preparation of the consolidated financial statements in conformity with NZ IFRS requires the use of

certain critical accounting estimates. It also requires management and Directors to exercise their judgement

in the process of applying the Group’s accounting policies.

The Group makes estimates and assumptions concerning the future. The accounting estimates may not

equal the actual results. Estimates and judgements are periodically evaluated and are based on historical

experience and other factors, including expectations of future events that are believed to be reasonable

under the circumstances.

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 (note 3)

– Fair value of freehold land and buildings (note 3.2)

– Revenue recognition of deferred management fees (note 3.3)

– Recognition of deferred tax (note 5.1)

47
1.2 Accounting Policies

Accounting policies that summarise the measurement basis used and which are relevant to understanding

the consolidated financial statements are provided throughout the notes to these consolidated financial

statements.

Other relevant policies are provided as follows:

(i) Principles of Consolidation

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is

exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect

those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which

control is transferred to the Group. They are deconsolidated from the date that control ceases.

Intercompany transactions and balances between Group companies are eliminated. Accounting policies of

subsidiaries are consistent with the policies adopted by the Group.

(ii) Functional and Presentational Currency

These consolidated financial statements are presented in New Zealand Dollars which is the Company’s

functional and the Group’s presentational currency. Unless otherwise stated the consolidated financial

statements are presented in round thousands of dollars. The use of $m signifies millions of dollars.

(iii) Goods and Services Tax (“GST”)

The Consolidated Statement of Comprehensive Income and Consolidated Cash Flow Statement have been

prepared so that all components are stated exclusive of any GST that can be claimed. GST is only deductible

by the Group to the extent that it relates to care operations. All items in the Consolidated Balance Sheet are

stated net of GST, with the exception of receivables and payables, which include GST invoiced.

(iv) Comparative Information

Where a change has been made to the presentation of the consolidated financial statements to that used

in prior periods, comparative figures have been restated accordingly.

(v) 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 their fair value.

1.3 Significant Events and Transactions

The financial position and performance of the Group were affected by the following events and transactions

during the year to 31 May 2019:

– Disposals – five facilities were sold during the year resulting in a gain of $0.6m within the care segment

(net of goodwill disposal of $1.6m) recognised in other income in the Consolidated Statement of

Comprehensive Income (note 3.2).

– Recognition of tax on deferred management fee (“DMF”) revenue – during the period there was a change

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

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

48

Oceania Healthcare Limited | Annual Report 2019

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 not by operating segment.

The Group operates in New Zealand and comprises three segments; care operations, village operations

and other.

CareVillageOther

ProductIncludes traditional care

beds and care suites.

Includes independent living

and rental properties.

N/A

ServicesThe provision of

accommodation, care

and related services to

Oceania’s aged care

residents.

Includes the provision

of services such as

meals and care packages

to independent living

residents.

The provision of

accommodation and

related services to

independent residents

in the Group’s retirement

villages.

Provision of support

services to the Group

(includes administration,

marketing and operations).

In addition this segment

includes the provision of

training by Wesley Institute

of Learning.

Recognition of

Operating Revenue

and Expenses

The Group derives

Operating Revenue from

the provision of care and

accommodation. The daily

fee is set annually by the

Ministry of Health.

In relation to the provision

of superior accommodation

above the Government

specification the Group

derives revenue from

Premium Accommodation

Charges (“PACs”) or, in

the case of care suites,

through DMF.

Operating Expenses

primarily include staff

costs, resident welfare

expenses and overheads.

The Group derives

Operating Revenue from

weekly service fees and

rental income. Operating

Revenue also includes DMF

accrued over the expected

occupancy period for the

relevant accommodation.

Operating Expenses

include village property

maintenance, sales

and marketing, and

administration related

expenses.

Includes support office

and corporate expenses

and operating lease costs

relating to the Group’s

three leasehold sites.

Finance costs relate to the

cost of bank debt acquired

for the purchase and

development of villages.

Income and expenditure

relating to the Wesley

Institute of Learning is

recognised in this segment.

Recognition of Fair

Value movements

on New

Developments

Fair value increases or

decreases are recognised

in other comprehensive

income (i.e. not in profit

or loss) for the fair value

movement above historic

cost.

Impairments below

historic cost are recognised

in comprehensive income

(i.e. profit or loss).

Fair value movements

are recognised in

comprehensive income

(i.e. profit or loss).

N/A

49
CareVillageOther

Recognition

of Fair Value

movements on

Existing Care

Centres and

Retirement

Villages

Fair value movements are

treated the same as above.

When sites are

decommissioned for

development this results

in an impairment of the

buildings and chattels

which is recognised in

comprehensive income

(i.e. profit or loss).

Fair value movements

are recognised in

comprehensive income

(i.e. profit or loss).

N/A

Recognition in

Underlying Profit

(refer note 2.1

overleaf)

Fair value movements

are removed

Fair value movements

are removed. Realised

gains on resales and the

development margins from

the sale of independent

living units and care suites

are included.

No material adjustments.

Asset

Categorisation

Assets used, or, in the

case of developments, to

be used, in the provision

of care are recognised

as property, plant and

equipment.

Assets used for village

operations are recognised

as investment property.

Support office assets are

recognised as property,

plant and equipment.

Assets include intangibles

(e.g. software).

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”), which is 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 3.2 for details on capital expenditure.

Goodwill: Goodwill is allocated to care cash generating units.

What is Total Comprehensive Income?

Total comprehensive income is a measure of the total performance of all segments under NZ GAAP.

It includes fair value movements relating to the Group’s care centres and cash flow hedges.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

50

Oceania Healthcare Limited | Annual Report 2019

2.1 Operating Segments (continued)

2019

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Revenue 161,06824,7571,152186,977

Change in fair value of investment property-46,604-46,604

Other income591

1,622192,232

Total income161,65972,9831,171235,813

Operating expenses(136,350)(20,343)(19,155)(175,848)

Impairment of goodwill(8,149)--(8,149)

Impairment of property, plant and equipment(6,982)--(6,982)

Segment EBITDA10,17852,640( 1 7, 9 8 4)44,834

Interest income-21124145

Finance costs--(3,640)(3,640)

Depreciation and amortisation(9,042)-(502)(9,544)

Profit before income tax1,13652,661(22,002)31,795

Income tax benefit2,3787, 2 8 03,91813,576

Profit for the year attributable to shareholders3,51459,941(18,084)45,371

Other comprehensive income

Gain on revaluation of property, plant and

equipment for the year, net of tax56,103--56,103

Loss on cash flow hedges, net of tax--(1,723)(1,723)

Total comprehensive income for the year

attributable to shareholders of the parent59,61759,941(19,807)99,751

2018

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Revenue 159,08321,5681,165181,816

Change in fair value of investment property-68,320-68,320

Other income512

1,549-2,061

Total income 159,595 91,4371,165252,197

Operating expenses(130,658)(19,095)(16,096)(165,849)

Impairment of goodwill----

Impairment of property, plant and equipment1,142--1,142

Segment EBITDA 30,079 72,342(14,931)8 7, 4 9 0

Interest income-21144165

Finance costs--(2,944)(2,944)

Depreciation and amortisation(8,307)-(528)(8,835)

Profit before income tax 21,772 72,363(18,259)75,876

Income tax benefit / (expense)1,2501,982(2,136)1,096

Profit for the year attributable to shareholders23,02274,345 (20,395)76,972

Other comprehensive income

Gain on revaluation of land and buildings for

the year, net of tax4,676--4,676

Gain on cash flow hedges, net of tax--7979

Total comprehensive income for the year

attributable to shareholders of the parent27,69874,345(20,316)81,727

51
Underlying Net Profit after tax (“Underlying Profit”)

Underlying Profit is a non-GAAP measure of financial performance and considered in the determination

of dividends. The calculation of Underlying Profit requires 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. Underlying Profit does not represent cash flow generated

during the period.

The Group calculates Underlying Profit by making the following adjustments to reported Net Profit after Tax:

Net Profit after Tax

Add back /

remove

Change in fair value of investment property (including right to use investment property

assets) and cash flow hedges and impairment / reversal of impairment of property, plant

and equipment

Add backImpairment of goodwill

RemoveDMF income in relation to right to use investment property assets

Add backRental expenditure in relation to right to use investment property assets

Add back /

remove

Loss / gain on sale or decommissioning of assets

Add backDirectors’ estimate of realised gains on resale of occupation right agreement (“ORA”) units

and care suites

1

Add backDirectors’ 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

Add backDeferred taxation component of taxation expense so that only the current tax expense

is reflected

=Underlying Profit

RemoveInterest income

Add backFinance cost

Add backDepreciation and amortisation

=Underlying EBITDA

Following the sale of certain assets during the 12 months to 31 May 2019 the definition of Underlying Profit

has been adjusted to exclude any gain or loss on the sale of assets.

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 resident’s 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” (the contractual period in which the resident can

cancel the contract) or where the resident is in occupation at balance date.

Development margin – underlying profit

The Directors’ estimate of realised development margin is calculated as the ORA licence payment 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.

1

Units and care suites sold under an occupation right agreement.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

52

Oceania Healthcare Limited | Annual Report 2019

2.1 Operating Segments (continued)

The Directors’ estimate of realised 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 has either “cooled off”

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

The below table describes the composition of development and conversion costs.

IncludedNew builds:

– the construction costs directly attributable to the relevant project, including any required

infrastructure (e.g. roads) 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 prorated basis using gross floor areas of the

ORA units and care suites;

– 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 centre 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.

Conversions:

– of care beds to care suites - the actual refurbishment costs incurred; and

– of rental units to ORA units - the actual refurbishment costs incurred and the fair value

of the rental unit prior to conversion.

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

costs associated with common areas and amenities or any operational or

administrative areas.

2

Brownfield land refers to land previously utilised by, or part of, an operational aged care centre 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 centre).

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 centre or retirement village.

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

53
2019

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Total comprehensive income for the year

attributable to shareholders of the parent 59,617

59,941(19,807)99,751

Adjusted for underlying profit items

(Less): Change in fair value of investment

property

5

and cash flow hedges and impairment

of property, plant and equipment(49,121)(46,604)1,723(94,002)

Add: Impairment of goodwill8,149--8,149

Less: DMF in relation to right to use asset-(727)-(727)

Add: Rental expenditure in relation to right to use

asset -6,200-6,200

Add: (Gain) / loss on sale or decommissioning

of assets(380)-43656

Add: Realised resale gain-15,124-15,124

Add: Realised development margin-29,202-29,202

Underlying net profit before tax18,26563,136(17,648)63,753

Add: Deferred tax benefit / (expense)(2,378)( 7, 2 8 0)(3,918)(13,576)

Underlying net profit after tax15,88755,856(21,566)50,177

Less: Interest income-(21)(124)(145)

Add: Finance costs--3,6403,640

Add: Depreciation and amortisation9,042-5029,544

Underlying EBITDA24,92955,835( 1 7, 5 4 8 )63,216

2018

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Total comprehensive income for the year

attributable to shareholders of the parent 2 7, 6 9 8

74,3 45 (20,316)81,727

Adjusted for underlying profit items

(Less): Change in fair value of investment

property

5

and swaps and reversal of property,

plant and equipment(5,818)(68,320)(79)(74,217)

Add: Impairment of goodwill----

Less: DMF in relation to right to use asset-(123)-(123)

Add: Rental expenditure in relation to right

to use asset -7,7 9 0-7,7 9 0

Add: (Gain) / loss on sale or decommissioning

of assets----

Add: Realised gain on resale-16,930-16,930

Add: Realised development margin-21,052-21,052

Underlying net profit before tax21,88051,674(20,395)53,159

Add: Deferred tax (benefit) / expense(1,250)(1,982)2,136(1,096)

Underlying net profit after tax20,63049,692(18,259)52,063

Less: Interest income-(21)(144)(165)

Add: Finance costs--2,9442,944

Add: Depreciation and amortisation8,307-5288,835

Underlying EBITDA28,93749,671(14,931)63,677

5

Includes fair value change in fair value of right to use asset.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

54

Oceania Healthcare Limited | Annual Report 2019

2.2 Revenue

How we earn revenue

CareVillageOther

Daily care fees for long term and

short term rest home, hospital and

dementia residents

Deferred management fees

– independent living

Training income

Premium accommodation chargesVillage service fees

– independent living

Interest income

Deferred management fees

– care suites

Rental income – residents without

a long term occupation right

agreement

Accounting Policy

On 1 June 2018, the Group adopted NZ IFRS 15 Revenue from contracts with customers (“NZ IFRS 15”).

The Group has determined that the new accounting standard has not resulted in a change to either the

recognition or measurement of revenue and therefore there is no requirement to restate revenue reported in

prior periods. Deferred management fees and rental income are considered leases under NZ IAS 17 Leases

and NZ IFRS 16 Leases (“NZ IFRS 16”) after its adoption from 1 June 2019 and are therefore excluded from the

scope of NZ IFRS 15. None of the Group’s revenue, as defined by NZ IFRS 15, contains significant financing

components.

Rest Home and Hospital Service Fees

A contract is in place with all care residents by means of an admission agreement. The resident receives

the benefit as the care is administered and each resident incurs a contracted daily care fee set by the

Government each year. Rest home and hospital service fees are recognised at the point in time the services

are rendered which is specifically linked to the day the service is delivered. Where applicable these are

recognised net of any associated rebates to residents.

Aged care subsidies received from the Ministry of Health, included in rest home, hospital and dementia fee

revenue within the care segment, amounted to $101.0m (2018: $101.0m).

Premium Accommodation Charges

Premium accommodation charges are payable by residents who occupy a premium room above the level

specified by the Government. The charge is included in their admission agreement and the charge is

recognised when the accommodation is provided.

Deferred Management Fees

Deferred management fees are considered leases and are payable by residents of the Group's units,

apartments and care suites under the terms of their ORA or unit title rights. See note 3.3.

Management fees are typically payable on termination of the ORA up to a maximum percentage of a

resident's occupation licence or unit title rights deposit for the right to share in the use and enjoyment of

common facilities.

The timing of the recognition of deferred management fees is a critical accounting estimate and judgement.

The deferred management fee is recognised on a straight-line basis over the longer of the term specified in

a resident's ORA or the average expected occupancy for the relevant accommodation which is 7 years for

units, 5 years for apartments and 3 years for care suites from the date of occupation. Estimates of deferred

management fee tenure are reviewed periodically. Where a change is made, it is the Group’s policy to

recognise the aggregate impact of this change in the period in which the change in estimate occurs.

Deferred management fees are recognised with respect to the leased site as per note 3.1.

55
Village Service Fees

Village service fees are charged to residents to recover a portion of village operating costs associated with

services provided including staff wages, rates, and electricity. An ORA is in place with all village residents

who receive the benefit of services throughout their stay. Village service fees are recognised over time as

services are rendered.

Training Income

Training income is received from students attending short term training courses at the Wesley Institute of

Learning. Income is recognised when the course is provided.

Rental Income

Rental agreements are in place with all rental residents and set out the relevant weekly / monthly rental fee.

The resident receives the benefit throughout their stay and revenue is recognised as it is earned.

$NZ000’s May 2019May 2018

Rest home, hospital, dementia fees 151,700151,660

Premium accommodation charge3,3813,205

Deferred management fees – independent living1 7, 1 5 615,000

Deferred management fees – care suites5,0653,625

Deferred management fees – leased site727123

Village service fees5,7825,341

Training income1,1711,193

Rental income1,2571,093

Other services provided to residents738576

186,977181,816

2.3 Other Income

Interest Income

Interest income is recognised on an accruals basis using the effective interest method.

Other Income

Other income includes administration and legal income derived from the settlement of ORAs.

$NZ000’s May 2019May 2018

Interest income145165

Net gain on disposal of property assets-95

Movement of residents’ share of resale gains-26

Other income2,2321,940

2,3772,226

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

56

Oceania Healthcare Limited | Annual Report 2019

2.4 Expenses

Accounting Policy

All operating expenses are recognised on an accrual basis.

$NZ000’s NotesMay 2019May 2018

Profit before income tax includes the following expenses:

Employee benefits and other staff costs

Wages and salaries116,854111,009

Termination benefits323206

Employee share scheme expense

4.3140149

Other staff costs

1

2,4691,942

119,786113,306

Depreciation and amortisation

Depreciation of property, plant and equipment

3.29,4358,694

Amortisation of software

5.2109141

9,5448,835

Finance costs

Interest on senior debt facilities 6,5833,490

Agency, commitment and line fees2,8831,673

Interest rate swaps217411

Capitalised interest and line fees(6,917)(3,341)

Amortisation of bank fees213214

Bank interest1-

Change in fair value of cash flow hedges17-

Interest on finance leases643497

3,6402,944

Impairment / (reversal of impairment) of property, plant

and equipment

3.26,982(1,142)

Impairment of goodwill

5.28,149-

Other expenses

Fees paid to auditor

Audit and review of consolidated financial statements405436

Other assurance services – Trustee reporting 66

Other services

2

48-

Total fees paid to auditor459442

Repairs and maintenance of property, plant and equipment3,2202,966

Repairs and maintenance of investment property741933

Loss on disposal of property, plant and equipment56-

Donations146

Loss allowance for trade and other receivables

5.362(156)

Rental expense relating to operating leases1,3411,266

Rental expense relating to leased investment property

3.16,2007,7 9 0

Resident consumables15,38815,394

Movement of residents’ share of resale gains 737-

Insurance2,3181,710

Legal and professional services2,8832,343

Other expense (no items of individual significance) 22,64319,849

56,06252,543

Total Expenses204,163176,486

1

Other staff costs include costs such as staff training, uniforms and recruitment.

2

Other services relate to market research and a peer review of the tax treatment of Everil Orr.

57
3. Property Assets

The Group operates care centres and retirement villages. As outlined in section 2.1, village sites are typically

investment property and care sites are typically property, plant and equipment.

What is Investment Property?

Land and buildings are classified as investment property when they are held to generate revenue either

through capital appreciation or through rental income.

As residents occupying our retirement villages live independently, the level of services provided is

seen as secondary to the provision of accommodation. Accordingly, these buildings are classified as

investment property as they are held primarily to generate DMF income.

What is Property, Plant and Equipment?

Land, buildings and chattels are classified as property, plant and equipment when they are used to

generate revenue through the provision of goods and services or for administration purposes.

As residents occupying our care centres, including care suites, require services including nursing care,

meals and laundry the buildings in which they live are considered to be operated by the Group to

generate this revenue and are classified as property, plant and equipment.

What is a Care Suite?

Care suites are a premium offering for a resident requiring rest home or hospital level care. The care suite

is located within a care centre. Rather than pay a daily premium accommodation charge for the provision

of the premium room the residents enter into an ORA with a net management fee.

Classification of Serviced Apartments and Care Suites

Where services are provided to residents who occupy accommodation under an ORA, it is the Group’s policy

to assess their level of significance in the context of the overall income derived from the serviced apartment

or care suite in ascertaining whether the serviced apartment or care suite is freehold land and buildings

(referred to as property, plant and equipment) or investment property.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

58

Oceania Healthcare Limited | Annual Report 2019

3. Property Assets (continued)

The Group applies the following principles when ascertaining the appropriate accounting treatment to

be applied:

CLASSIFICATION

CONSIDERATION OF SIGNIFICANCE OF CASHFLOWS

SCENARIO

Additional Services

are optional

Services are

compulsory but an

insignificant portion

of total revenue

from the unit.

Services are

compulsory and a

significant portion

of the total revenue

from the unit.

Full ARRC

1

funded

care is compulsory

for that unit/bed.

Independent living (villa or apartment)

Care suiteTraditional care bed

Qualitatively the

business model is the

provision of retirement

accommodation

Quantitatively

insignificant (a

guideline of under

20% of total revenue

is adopted) and

qualitatively the

business model is the

provision of

retirement

accommodation

Quantitatively

significant.

Qualitatively the

business model is

the provision of

care

Qualitatively the

business model is

the provision of care.

Quantitative

assessment not

relevant as price of

accommodation

does not change

overall purpose of

the accommodation

Investment Property

Village Assets

Property, Plant and

Equipment Care Assets

1

ARRC refers to age-related residential care.

59
3.1 Village Assets: Investment Property

Accounting Policy

Investment property includes both freehold land and buildings and land and buildings under development,

comprising independent units, 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. Investment property is held at fair value.

The fair value of investment property is determined by the Directors having taken into consideration the

valuation conducted by CBRE Limited as an independent registered valuer and the cost of work undertaken

in relation to investment property under development, whereas previously the fair value of investment

property was held at the CBRE Limited valuation plus the cost of work undertaken in relation to investment

property under development.

The movement in the carrying value of investment property, net of additions, transfers and disposals is

recognised as a fair value movement in the Consolidated Statement of Comprehensive Income.

Fair value measurement on investment property under development is only applied if the fair value is

considered to be reliably measurable. Where the fair value of a property under development can be

determined, it is carried at fair value. Where the fair value of investment property under development cannot

be reliably determined, the carrying amount is considered to be the fair value of the land plus the cost of

work undertaken.

$NZ000’s NotesMay 2019May 2018

Investment property under development at fair value

Opening balance108,20479,486

Transfer to property, plant and equipment

3.2(6,626)(2,801)

Capitalised expenditure89,39683,259

Capitalised interest and line fees4,9101,070

Transfer to completed investment property(105,532)(56,970)

Disposals-(57)

Change in fair value during the year – developments as at balance date 8,0154,217

Change in fair value during the year – developments completed during

the year3,093-

Closing balance101,460108,204

Completed investment property at fair value

Opening balance6 47, 3 57531,530

Transfer from investment property under development105,53256,970

Transfer to property, plant and equipment

3.2(12,101)(18,686)

Transfer to held for sale-(2,338)

Capitalised expenditure3,93014,132

Capitalised interest and line fees-1,646

Change in fair value during the year - existing villages(6,100)32,788

Change in fair value during the year – recently completed


developments

1

41,59631,315

Closing balance780,2146 47, 3 57

Total investment property881,674755,561

1

Recently completed developments refers to those developments which were being sold down during the period.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

60

Oceania Healthcare Limited | Annual Report 2019

3.1 Village Assets: Investment Property (continued)

Change in Fair Value Recognised in the Consolidated Statement of Comprehensive Income

$NZ000’s May 2019May 2018

Increase in fair value of investment property126,113144,545

Add: Transfers to property, plant and equipment during the year18,72723,825

Less: Capitalised expenditure including capitalised interest(98,236) (100,107)

Add: Disposals-57

Change in fair value recognised in

Consolidated Statement of Comprehensive Income46,60468,320

A reconciliation between the valuation and the amount recognised on the Consolidated Balance Sheet as

investment property is as follows:

$NZ000’s May 2019May 2018

Investment property under development

Valuation101,460108,204

101,460108,204

Completed Investment Property

Valuation380,229312,109

Add: Refundable occupation licence payments456,349383,323

Add: Resident’s share of resale gains6,9007, 5 6 2

Less: Management fee receivable(61,745)(52,665)

Less: Resident obligations for units not included in valuation (1,519)(2,972)

780,2146 47, 3 57

Total investment property at fair value881,674755,561

Where an incoming resident has an unconditional ORA in respect of a retirement village unit 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 $1.5m (2018: $3.0m)

is included in the above reconciliation to reflect this.

The valuation of investment property is adjusted for cashflows relating to refundable occupation licence

payments, residents' share of resale gains and management fee receivable recognised separately on the

Consolidated Balance Sheet and also reflected in the valuation model.

Why do we adjust for the liability to residents?

In the CBRE Limited valuation the fair value of investment property includes an allowance for the

amount that is payable by the Group to residents already in occupation within the property. However,

this liability to existing residents is recognised in the Group’s Consolidated Balance Sheet (referred to as

refundable occupation right agreements - see note 3.3). Accordingly, the Group adds this net liability to

residents to the CBRE Limited valuation to “gross up” the fair value of investment property and avoid

double counting the liability to residents.

Valuation Process and Key Inputs

Investment Property under Development

CBRE Limited provided valuations of development land in respect of investment property under

development as at 30 April 2019.

The Directors do not judge there to have been a material movement in the adopted land value between 30

April 2019 and 31 May 2019 and therefore no adjustment has been made to this value. Any costs incurred to

31 May 2019 on the developments are included in arriving at the 31 May 2019 fair value.

61
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 the Directors’ valuation plus the cost of any work

in progress. An amount of $33.5m as at 31 May 2019 (2018: $31.1m) has been recognised in relation to these

development sites.

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 per the Directors’ valuation 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.

Completed Investment Property

The fair value of completed investment property includes the right to use asset under a finance lease

(Everil Orr per below).

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.

The Group's interest in all completed investment property was valued on 30 April 2019 by CBRE Limited

(2018: 30 April 2018 by CBRE Limited), at a total of $403.2m (2018: $332.1m). The CBRE Limited valuation

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

ORAs between 1 May 2019 and 31 May 2019 of $23.0m (2018: adjusted downwards by $20.0m), with a

corresponding increase in refundable occupation licence payments of $34.0m (2018: $23.9m), to arrive

at the fair value of completed investment properties at 31 May 2019.

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 31 May 2019 all weather tightness issues have been addressed and as such

no allowance has been made in the 30 April 2019 valuation (2018: allowance of $1.1m).

Lease of Investment Property

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

both apartments and common facilities provided for use by residents under the terms of an ORA. Payments

to the lessor under this lease are made as ORAs are sold. Subsequent cash flows upon the sale and resale of

the units are shared between the lessor and the Group.

Due to the variability of these payments both the right to use asset and the corresponding lease liability

were initially recognised at nil value. Rental payments are recognised as a rental expense through the

Consolidated Statement of Comprehensive Income (note 2.4). 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 at

30 April 2019. The valuation has been adjusted by management for the impact of any sale of ORAs between

1 May 2019 and 31 May 2019 to arrive at the fair value as at 31 May 2019 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 31 May 2019 in respect of this leased site is $14.0m

(2018: $7.7m). It is included within completed investment property above.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

62

Oceania Healthcare Limited | Annual Report 2019

3.1 Village Assets: Investment Property (continued)

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 note 3.2 for details of assets held for sale as at 31 May 2018 but settled during the year

to 31 May 2019.

Key Accounting Estimates and Judgements

All investment properties have been determined to be Level 3 (2018: Level 3) in the fair value hierarchy as

the fair value is determined using inputs that are unobservable.

Significant Unobservable Inputs

The significant unobservable input used in the fair value measurement of the Group’s development land is

the value per m

2

assumption. Increases in the value per m

2

rate result in corresponding increases in the

total valuation.

The significant unobservable inputs used in the fair value measurement of the Group's portfolio of completed

investment property are the discount rate and property price growth rate.

The following assumptions have been used to determine fair value:

Significant InputDescription20192018

Discount rateThe pre-tax discount rate14.0% - 20.0%

(median: 15 .0%)

14.0% - 22.0%

(median: 15 .0%)

Property price

growth rate

Anticipated annual property price

growth over the cash flow period

0-4 years

0.5% - 3.0%0.0% - 3.0%

Property price

growth rate

Anticipated annual property price

growth over the cash flow period

5+ years

2.5% - 3.5%2.5% - 3.5%

Sensitivities

At 31 May 2019

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed investment

property

Valuation $NZ000’s380,229

Difference $NZ000’s(14,168)15,08222,006(18,546)

Difference %(3.7%)4.0%5.8%(4.9 %)

At 31 May 2018

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed investment

property

Valuation $NZ000’s312,109

Difference $NZ000’s(11,105)11,88815,605(14,981)

Difference %(3.6%)3.8%5.0%(4.8 %)

63
The stabilised occupancy period is a key driver of the CBRE Limited valuation. A significant increase/

(decrease) in the occupancy period would result in a significantly lower/ (higher) fair value measurement.

Significant InputDescription20192018

Stabilised

occupancy period

3.6yrs – 8.3yrs

(m e dian: 7.7yrs)

3.1yrs – 8.4yrs

(m e dian: 7. 2 yrs)

Current ingoing price, for subsequent resales of ORAs, is a key driver of the CBRE Limited valuation.

A significant increase/ (decrease) in the ingoing price (as driven by the property growth rates) would

result in a significantly higher/ (lower) fair value measurement.

3.2 Care Assets: Property, Plant and Equipment

Accounting Policy

Property, plant and equipment comprises owner-occupied freehold land and buildings and plant and

equipment operated by the Group for the provision of care services, care suites and land and buildings that

are to be developed into care centres in the future.

Following initial recognition at cost, completed owner occupied freehold land and buildings and land and

buildings under development are carried at fair value. Independent valuations are performed with sufficient

regularity to ensure that the carrying amount does not differ materially from the assets’ fair value at balance

date. Any depreciation at the date of valuation is deducted from the gross carrying value of the asset, and

the net amount is restated to the revalued amount of the asset. In periods where no valuation is carried out,

the asset is carried at its revalued amount plus any additions, less any impairment and less any depreciation

incurred since the date of the last valuation.

All other plant and equipment is stated at historical cost less depreciation and impairment. Historical cost

includes expenditure that is directly attributable to the acquisition of the items.

In relation to land and buildings under development, fair value is determined by the Directors having

taken into consideration the valuation conducted by CBRE Limited as an independent registered valuer and

the cost of work undertaken, whereas previously the fair value was held at CBRE Limited valuation plus the

cost of work undertaken in relation to land and buildings under development.

A property under construction is classified as land and buildings within property, plant and equipment

where the completed development will be classified as such and as investment property where the

completed development will be classified as an investment property. Fair value measurement on property

under construction is only applied if the fair value is reliably measurable. Where the fair value of property

under construction cannot be reliably determined the value is the fair value of the land plus the cost of work

undertaken. Property under construction classified as land and buildings under development is revalued

annually and is not depreciated.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as

appropriate, only when it is probable that future economic benefits associated with the item will flow to the

Group and the cost of the item can be measured reliably. All other repairs and maintenance are expensed to

the Consolidated Statement of Comprehensive Income during the financial year in which they are incurred.

Increases in the carrying amount arising on revaluation of land and buildings above cost are credited to the

asset revaluation reserve in other comprehensive income; increases that offset previous decreases taken

through profit or loss are recognised in profit or loss. Decreases that offset previous increases of the same

asset are charged against the asset revaluation reserve in other comprehensive income; all other decreases

are charged to profit or loss. When revalued assets are sold, or held for sale, the amounts included in the

reserve are transferred to retained earnings.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

64

Oceania Healthcare Limited | Annual Report 2019

3.2 Care Assets: Property, Plant and Equipment (continued)

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate

their cost, net of their residual values, over their estimated useful lives, as follows:

CategoryUseful Life RangeWeighted Average

Depreciation Rate

– Freehold buildings10 - 50 years 3%

– Chattels and leasehold improvements 2 - 50 years20%

– Motor vehicles 5 years22%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

No depreciation is charged in the year of sale for all assets other than buildings in which case depreciation is

charged to the earlier of the date of classification to held for sale or the date of sale.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying

amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the net disposal proceeds with the carrying

amount of the asset. These are included in the Consolidated Statement of Comprehensive Income.

NZ$000’sNotes

Freehold

Land and

Buildings

Under

Development

Freehold

Land

Freehold

Buildings

Chattels and

Leasehold

ImprovementsTotal

Year ended 31 May 2019

Opening net book amount44,36367,1241 7 7, 6 9714,377303,561

Additions57, 6 6 547, 4 8 57, 3 5172,505

Capitalised interest and line fees2,858---2,858

Disposals - -(3)(295)(298)

Depreciation - -(5,797)(3,638)(9,435)

Transfer to assets held for sale-----

Transfer from / (to) investment

property

3.110,666(2,194)10,255 - 18,727

Reclassification within property,

plant and equipment(61,727)(2,180)62,3691,538-

Revaluation surplus

Comprehensive income

– Existing care centres-443( 7, 4 9 8 )-(7,055)

– Care centres recently developed

/ under development--73-73

Other comprehensive income

1

– Existing care centres1,9307, 4 6 530,390-39,785

– Care centres recently developed

/ under development14,542-7, 4 4 6-21,988

Closing net book amount70,29770,662282,41719,333442,709

At 31 May 2019

Cost - - - 48,30448,304

Valuation 70,29770,662282,417-423,376

Accumulated depreciation - - -(28,971)(28,971)

Net book amount70,29770,662282,41719,333442,709

1

The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.

65
NZ$000’sNotes

Freehold

Land and

Buildings

Under

Development

Freehold

Land

Freehold

Buildings

Chattels and

Leasehold

ImprovementsTotal

Year ended 31 May 2018

Opening net book amount

2 7, 8 0 672,045153,468 14,653 267,972

Additions

23,659 -6,531 3,794 33,984

Capitalised interest and line fees

251 -375 - 626

Disposals

- -(12) (6) (18)

Depreciation

- -(5,375) (3,319)(8,694)

Transfer to assets held for sale

- (5,860)(10,710) (745)( 1 7, 3 1 5 )

Transfer from / (to) investment

property

3.1 2,987 (350)18,850 - 21,487

Reclassification within property,

plant and equipment(12,087)1,61210,475 - -

Revaluation surplus

Comprehensive income

– Existing care centres-451,530-1,575

– Care centres recently developed

/ under development-(433)--(433)

Other comprehensive income

1

– Existing care centres1,74765149-1,961

– Care centres recently developed

/ under development--2,416-2,416

Closing net book amount44,363 67,124 177,697 14,377 303,561

At 31 May 2018

Cost

- - - 46,526 46,526

Valuation

44,363 6 7, 1 2 4 1 7 7, 6 9 7 - 289,184

Accumulated depreciation

- - - (32,149)(32,149)

Net book amount44,363 67,124 177,697 14,377 303,561

Land and Buildings Under Development

A valuation in respect of development land was provided by CBRE Limited as at 30 April 2019. The Directors

do not judge there to have been material movement in the land value between 30 April 2019 and 31 May

2019 and therefore no adjustment has been made to this value. Any costs incurred to 31 May 2019 on the

developments are included in arriving at the 31 May 2019 fair value.

The Group has applied the following methodology in relation to the measurement of land and buildings

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 the Directors’ valuation plus the cost of any work in

progress. An amount of $13.5m as at 31 May 2019 (2018: $26.0m) has been recognised in relation to

these development sites.

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.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

66

Oceania Healthcare Limited | Annual Report 2019

3.2 Care Assets: Property, Plant and Equipment (continued)

Practical completion achieved

Where a development is practically completed, or likely to be completed at, or close to, balance date the land

and buildings are measured at its completed fair value per the Directors’ valuation 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 land and buildings.

Completed Land and Buildings

Independent valuations are performed with sufficient regularity to ensure that the carrying amount does not

differ materially from the asset’s fair value at the balance date. The Group’s previous valuation was completed

on 31 May 2017 and therefore the Directors determined an independent valuation should be sought as at

30 April 2019.

This valuation was undertaken by independent registered valuer CBRE Limited (2018: No independent

valuation). The valuation of the Group’s care centres was apportioned to land, improvements, chattels and

goodwill. The fair value of land and buildings as calculated by CBRE Limited is based on the level of rent able

to be generated from the maintainable net cash flow of the site subject to average efficient management. The

fair value of the Group’s land and buildings as determined by the Directors is based on these apportionments.

However, chattels are carried at historic cost less depreciation and the amount apportioned to goodwill by

CBRE Limited is not recorded in the consolidated financial statements. The CBRE Limited valuation included

$20.6m of goodwill (2018: $48.0m) in respect of completed land and buildings.

In arriving at fair value of freehold land and buildings as at 31 May 2019, the 30 April 2019 valuation has been

adjusted, in the case of freehold land and buildings under development, for any work in progress incurred

between 1 May and 31 May 2019 (2018: 31 May 2017 valuation adjusted for amounts recognised between

1 June 2017 and 31 May 2018).

The CBRE Limited valuation used in the determination of 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. Further, 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. As at 31 May 2019 all weather tightness issues have been addressed and as

such no allowance has been made in the 30 April 2019 valuation.

Care Suites and Serviced Apartments

As discussed earlier in note 3, where services are provided to residents who occupy accommodation

under an ORA, it is the Group’s policy to look at the significance of these services in the context of the

overall revenue derived from the care suite or serviced apartment in ascertaining whether the care suite or

serviced apartment is property, plant and equipment or investment property. Care suite residents occupying

accommodation under an ORA receive a significant level of services. Hence they are included in property,

plant and equipment. Care suite land and buildings are held at fair value.

Now that care suites are an established product, the valuer has performed a review of the valuation

methodology with the outcome that the value of all cash flows associated with the ORA have been allocated

to freehold land and buildings. This has resulted in a reduction in the level of goodwill in CBRE Limited’s

apportionment relating to care suites, see note 5.2. The treatment of the cashflows under the daily care fees

remain unchanged. These continue to be apportioned to land, buildings, chattels and goodwill in the same

manner as traditional care beds.

Where a site is in its first year of operation, the Directors assess the appropriateness of the fair value

of care suites by taking into consideration the CBRE Limited valuation and also more conservative

operating assumptions.

The CBRE Limited valuation includes $0.4m of goodwill (2018: $13.6m). This goodwill is not recognised in the

consolidated financial statements.

Key Accounting Estimates and Judgements

All land and buildings have been determined to be Level 3 (2018: Level 3) in the fair value hierarchy as the fair

value is determined using inputs that are unobservable.

Critical Judgements and Estimates in Applying Accounting Policies

Classification of Care Suites

An area of significant judgement is determining the classification of those properties which are operated as

care suites. Refer note 3 for further information.

67
Valuation of Freehold Land and Buildings

The valuation approach for the freehold land and buildings as at 30 April 2019 was an income capitalisation

approach and/or discounted cash flow analysis supplemented by the direct comparison approach.

The valuation is determined by the capitalisation of net cash flow profit/earnings before interest, tax,

depreciation, amortisation and rent (“EBITDAR”) under the assumption a positive cash flow will be generated

into perpetuity. Capitalisation rates used for the 30 April 2019 valuation range from 11.0% to 17.8% with

a median value of 13.4% (31 May 2017: 10.0% to 18.5% with median value of $13.5%). The valuation was

apportioned between land, buildings, chattels / plant and equipment and goodwill to determine the fair

value of the assets.

The significant unobservable input used in the fair value measurement of the Group’s development land

is the value per m

2

assumption. Increases in the value per m

2

rate result in corresponding increases in the

total valuation.

The significant unobservable input used in the fair value measurement of the Group's portfolio of completed

land and buildings is the capitalisation rate applied to earnings. A significant decrease/ (increase) in the

capitalisation rate would result in significantly higher / (lower) fair value measurement.

Sensitivities

At 31 May 2019Adopted valueCapitalisation rate +50 bpCapitalisation rate -50 bp

Freehold land and buildings

Valuation $NZ000’s

353,079

Difference $NZ000’s(19,922)23,951

Difference %(5.6%)6.8%

At 31 May 2018Adopted valueCapitalisation rate +50 bpCapitalisation rate -50 bp

Freehold land and buildings

Valuation $NZ000’s

244,821

Difference $NZ000’s(13,465)14,689

Difference %(5.5%)6.0%

At 31 May 2019

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed Care Suite

Property Sensitivity

Valuation $NZ000’s 196,602

Difference $NZ000’s( 7, 3 2 6 )7,7 9 811,379(9,589)

Difference %(3.7%)4.0%5.8%(4.9 %)

At 31 May 2018

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed Care Suite

Property Sensitivity

Valuation $NZ000’s 70,052

Difference $NZ000’s(2,493)2,6683,503(3,362)

Difference %(3.6%)3.8%5.0%(4.8 %)

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

68

Oceania Healthcare Limited | Annual Report 2019

3.2 Care Assets: Property, Plant and Equipment (continued)

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 measured 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.

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 reserve in respect of these sites (of $0.7m) has 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 31 May 2019 of $5.2m (2018: $6.6m). Refer to

note 5.7 for the impact of NZ IFRS 16 Leases which is to be adopted on 1 June 2019.

Carrying Value of Assets

The carrying amount at which both land and buildings would have been carried had the assets been

measured under historical cost is as follows:

$NZ000’s

Freehold

land

Freehold

buildings

Freehold land and

buildings under

developmentTotal

Carrying amount

– Historical cost 2019

41,806182,9498,867233,622

Carrying amount

– Historical cost 201839,843152,6054,231196,679

3.3 Refundable Occupation Right Agreements

What’s an ORA?

An ORA is a contract which sets out the terms and conditions of occupation of an independent living unit

or care suite. A new resident is charged a refundable occupation licence payment in consideration for

the right to occupy one of the Group's units, apartments or care suites. On termination of the ORA the

occupation licence payment is repaid to the exiting resident.

What’s DMF?

An amount equal to a capped percentage of the occupation licence payment is charged by the Group

as a management fee for the right to use and enjoy the common areas of the village. The deferred

management fee is payable by the resident on termination of the ORA.

69
Accounting Policy

The occupation licence payment becomes payable when the ORA is unconditional and has either “cooled

off” or where the resident is in occupation. The Group has a legal right to set-off any amounts owing to the

Group by a resident against that resident's licence payment. Such amounts include deferred management

fees, recovery of village operating costs and recovery of outstanding obligations to the village.

The management fee receivable is recognised in accordance with the terms of the resident’s ORA.

The deferred management fee represents the difference between the management fees receivable under

the ORA and the portion of the management fee accrued which is recognised on a straight-line basis over

the longer of the term specified in a resident's ORA or the average expected occupancy for the relevant

accommodation i.e. 7 years for units, 5 years for apartments and 3 years for care suites (2018: 7yrs, 5yrs, 3yrs).

The management fee recognised in the Consolidated Statement of Comprehensive Income represents

income earned in line with the average expected occupancy.

Included in the obligation to residents is an estimate of the amount expected to be paid to those residents

whose ORA or unit title arrangement allows them to participate in the resale gain of the unit or apartment

they occupy.

As the refundable occupation licence payment is repayable to the resident upon termination (subject to a

new ORA being issued to an incoming resident), the fair value is equal to the face value, being the amount

that can be demanded.

$NZ000’s May 2019May 2018

Village

Refundable occupation licence payments456,349383,323

Residents’ share of resale gains6,9007, 5 6 2

Less: Management fee receivable (per contract)(85,178)(72,269)

378,071318,616

Care Suites

Refundable occupation licence payments71,8114 7,7 3 4

Accommodation rebate738825

Less: Management fee receivable (per contract)(14,139)(10,763)

58,4103 7,7 9 6

Held for Sale

Refundable occupation licence payments-2,108

Residents’ share of resale gains-20

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

-1,801

Total refundable occupation right agreements436,481358,213

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

70

Oceania Healthcare Limited | Annual Report 2019

3.3 Refundable Occupation Right Agreements (continued)

Reconciliation of Management Fees recognised under NZ IFRS and per ORA

$NZ000’s May 2019May 2018

Village

Management fee receivable (per contract)(85,178)(72,269)

Deferred management fee23,43319,604

Management fee receivable (per NZ IFRS)(61,745)(52,665)

Care Suites

Management fee receivable (per contract)(14,139)(10,763)

Deferred management fee3,5692,222

Management fee receivable (per NZ IFRS)(10,570)(8,541)

Held for Sale

Management fee receivable (per contract)-(327)

Deferred management fee-97

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

Expected Maturity

Although the occupation licence payments are refundable to the residents on vacating the unit / apartment

/ care suite or on termination of the licence to occupy / unit title right (subject to new licences or unit title

rights being issued), average occupancy is estimated to be 7 years for units, 5 years for apartments and 3

years for care suites based on observed tenure at the Group's villages. It is therefore not expected that the

full obligation to residents will fall due within one year.

Based on past experience the expected maturity of the net obligation to residents is as follows:

$NZ000’s May 2019May 2018

Within 12 months53,13934,030

Beyond 12 months from Consolidated Balance Sheet date383,342324,183

Total refundable occupation right agreements436,481358,213

71
4. Shareholder Equity and Funding

4.1 Shareholder Equity and Reserves

Accounting Policy

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.

May 2019

Shares

May 2018

Shares

May 2019

$NZ000’s

May 2018

$NZ000’s

Share capital

Authorised, issued and fully paid up capital610,254,535 610,254,535 580,794 579,498

Total contributed equity610,254,535 610,254,535 580,794 579,498

Movements

Opening balance of ordinary shares issued610,254,535610,254,535579,498579,498

Shares issued for long term incentive plan--1,296 -

Closing balance of ordinary shares issued610,254,535610,254,535580,794579,498

All ordinary shares are authorised and rank equally with one vote attached to each fully paid ordinary share.

The shares have no par value. The Company incurred no transaction costs issuing shares during the year

(2018: nil).

During the year an amount of $1.3m was recognised in equity in respect of 2,730,772 shares which had

previously vested but for which the loan was repaid in accordance with the terms of the 2015 Long Term

Incentive Plan (“LTIP”), see note 4.3 for further details.

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.

The shares issued for the LTIP are classified as Treasury Shares as the Company has a beneficial interest in

the 3,164,556 shares until the vesting conditions are met. Refer note 4.3.

Dividends

On 25 July 2019, a full year dividend of 2.6 cents per share (not imputed) was declared and will be paid on

26 August 2019. The record date for entitlement is 12 August 2019.

May 2019

cents per share

May 2019

$NZ000’s

May 2018

cents per share

May 2018

$NZ000’s

Final dividend for the prior year 2.615,867--

Interim dividend for period 2.112,8152.112,815

Total dividends declared during the period

1

28,68212,815

Dividend Reinvestment Plan

Subsequent to 31 May 2019 the Group announced a dividend reinvestment plan. Refer to note 5.9 for details.

Asset Revaluation Reserve

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

buildings under development.

Cash Flow Hedge Reserve

The cash flow hedge 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 or loss. Refer note 5.6 for details of new swaps taken out during the year.

1

Total dividends declared during the period differs to dividends paid per the Consolidated Statement of Changes in Equity

as a result of dividends payable on LTIP shares which remain with the Group until vesting.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

72

Oceania Healthcare Limited | Annual Report 2019

4.2 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 year.

$NZ000’s May 2019May 2018

Profit after tax ($’000)45,37176,972

Weighted average number of ordinary shares outstanding ('000s)604,367604,359

Basic earnings per share (cents per share)7. 512.7

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 31 May 2019 there were no

shares with a dilutive effect (2018: 2,730,772).

May 2019May 2018

Profit after tax ($’000)45,37176,972

Diluted weighted average number of ordinary shares outstanding ('000s)607,090605,411

Diluted earnings per share (cents per share)7. 512.7

4.3 Employee Share Based Payments

Long Term Incentive Plan

The Company operated two LTIPs for certain members of the Senior Management Team (“the Participants”)

during the year. The vesting of shares depends upon the satisfaction of performance hurdles.

Under both schemes the Group provided interest free limited recourse loans to fund the acquisition of shares

by the Participants. In substance the arrangement has been determined as an employee share option. The

shares are treated as treasury stock when issued due to the features of the scheme.

Combined, the two schemes consist of 5,895,329 fully allocated shares, which represents 0.97% of the total

shares on issue.

A reconciliation of the share rights on issue is provided below.

May 2019May 2018

Opening balance3,164,5564,985,071

Granted during the year--

Vested during the year-(1,820,515)

Forfeited during the year--

Closing balance3,164,5563,164,556

2015 Share Plan

The 2015 share plan comprised of 2,730,772 shares. As at 31 May 2018 all shares were fully vested.

A non-recourse loan representing the amount payable by employees remained with a loan repayment date

of 31 May 2019. The amount owing of $1.3m was repaid during the period and has been recognised as an

increase in share capital.

2017 Share Plan

The 3,164,556 shares in the 2017 share plan are held by OCA Employees Trustee Limited on behalf of the

Participants and vest on the business day after the consolidated financial statements for the 31 May 2020

financial year are released. The vesting criterion is the achievement of a minimum Compound Annual Growth

Rate in Underlying net profit after tax per share of 35.0% per annum over the three year period until

31 May 2020.

73
The Participants are required to be employed by the Group at the vesting dates for the shares to vest.

A valuation of the scheme as at the grant date has been performed by a qualified independent party using

a combination of the Black Scholes and Binomial Option Pricing models. The weighted average fair value of

each option within the 2017 plan was determined at $0.143. The expense is spread over the expected vesting

period of the options and is recognised within retained earnings. For the year to 31 May 2019 the expense was

$0.1m (2018: $0.1m).

Employee Share Plan

Subsequent to 31 May 2019 the Group launched an Employee Share Plan. Refer to note 5.9.

Key Estimates and Assumptions

The combined cost for the year is $0.1m (2018: $0.1m) giving a total cost to date of $0.4m (2018: $0.3m).

4.4 Borrowings

Accounting Policy

Borrowings are initially recognised at fair value, including transaction costs incurred. Borrowings are

subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs)

and the redemption amount is recognised in the Consolidated Statement of Comprehensive Income over the

period of the borrowings using the effective interest method.

Specific borrowing costs directly attributable to the acquisition, construction or production of qualifying

assets, which are assets that necessarily take a substantial period of time to get ready for their intended

use or sale, are added to the cost of those assets, until such a time as the assets are substantially ready for

their intended use. Other borrowing costs are recognised in the Consolidated Statement of Comprehensive

Income in the period in which they are incurred.

$NZ000’sMay 2019May 2018

Secured

Bank loans265,487163,283

Capitalised loan costs(845)(41 3 )

Finance leases5,5175,841

Total borrowings270,159168,711

Current1,6002,064

Non current269,4041 6 7, 0 6 0

Total borrowings excluding capitalised loan costs271,004169,124

Recognition and Measurement

Bank Loans

Interest is charged using the BKBM Bill rate plus a margin and line fee. Interest rates applicable in the year to

31 May 2019 ranged from 2.94% to 3.48% (2018: 2.99% to 3.94%).

Debt Financing

On 6 July 2018 an agreement was entered into with the banking syndicate to increase total debt facility limits

from $235m to $350m as follows:

(i) General Corporate Facility limit increased to $135m (formerly $75m); and

(ii) Development Facility limit increased to $215m (formerly $160m).

In addition to the above, the maturity of borrowings was extended to 31 July 2023.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

74

Oceania Healthcare Limited | Annual Report 2019

4.4 Borrowings (continued)

Financing Arrangements

At 31 May 2019, the Group held committed bank facilities with drawings as follows:

$NZ000’s

May 2019

Committed

May 2019

Drawn

May 2018

Committed

May 2018

Drawn

General Corporate Facility135,000101,96175,00062,157

Development Facility215,000163,526160,000101,126

Total350,000265,487235,000163,283

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

development land 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 financial covenants in the Group’s senior debt facilities, with which the Group must comply include:

a) Interest Cover Ratio - the ratio of Adjusted EBITDA to Net Interest Charges is not less than 2.0x; and

b)

Loan to Value Ratio – the ratio of total bank debt shall not exceed 50% of the total property value of

all Group’s properties (including the “as-complete” valuations for projects funded under the

Development Facility.

The covenants are tested half yearly. All covenants have been complied with during the year. The Group

has agreed with its banks that the calculation of Adjusted EBITDA and Net Interest, for the purposes of the

financial covenants, shall be based on the accounting treatment in use before the introduction of NZ IFRS 16.

Assets Pledged as Security

The bank loans of the Group are secured by mortgages over the Group’s care facility freehold land and

buildings and rank second behind the Statutory Supervisors where the land and buildings are classified as

investment property and investment property under development. There was no material change to security

arrangements as a result of the refinance.

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.

$NZ000’s

Minimum Future

Lease Payments

May 2019

Minimum Future

Lease Payments

May 2018

Not later than 1 year2,014 2,426

Later than 1 year and not later than 5 years4,460 4,172

Minimum lease payments6,474 6,598

Less: future finance charges(957)(757)

Present value of minimum lease payments5,517 5,841

Included in the consolidated financial statements as:

Finance leases – current portion1,600 2,064

Finance leases – non current portion

3,9173,777

75
Due to the variable payments with respect to the rental of the investment property site per note 3.1 no

liability is included in the finance lease balance above in respect of this right to use asset. The total assumed

lease payment in respect of stage one is $25.5m and for stage two is $27.2m. To date an amount of $14.0m

(note 2.4) has been paid (2018: $7.8m). The remaining $38.7m balance outstanding has been disclosed as a

commitment per note 5.8.

See note 5.7 for the impact of NZ IFRS 16 Leases which is to be adopted on 1 June 2019.

Net Debt Reconciliation

Cash and cash equivalents include cash on hand. The following provides an analysis of net debt and the

movements in net debt for the year.

$NZ000’s May 2019May 2018

Cash and cash equivalents22,76218,288

Borrowings – repayable within one year(1,600)(2,064)

Borrowings – repayable after one year(269,404)( 1 6 7, 0 6 0)

(248,242)(150,836)

Cash and liquid investments22,76218,288

Gross debt – fixed interest rates(105,517)(105,841)

Gross debt – floating interest rates(165,487)(63,283)

(248,242)(150,836)

Liabilities from Financing Activities

NZ$000’sCash

Finance

leases due

within 1 year

Finance

leases due

after 1 year

Borrowings

due within

1 year

Borrowings

due after

1 yearTotal

Net Debt as at 31 May 2017 10,861 (1,813) (4,626) - (89,430) (85,008)

Cash flows 7, 4 2 7 1,933 - - (71,253) (61,893)

Acquisitions – finance leases - (217) (992) - - (1,209)

Other non-cash movements - (1,967) 1,841 - (2,600) (2,726)

Net debt as at 31 May 2018 18,288 (2,064) (3,777) - (163,283)(150,836)

Net Debt as at 31 May 201818,288(2,064)(3,777) - (163,283)(150,836)

Cash flows4,474593 1,585 - (98,519)(91,867)

Acquisitions – finance leases - 1,0072,332 - - 3,339

Terminations – finance leases-(1,551)(4,600)--(6,151)

Other non-cash movements - 415543 - (3,685)(2,727)

Net debt as at 31 May 2019

22,762(1,600)(3,917) - (265,487)(248,242)

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

76

Oceania Healthcare Limited | Annual Report 2019

5. Other Disclosures

5.1 Income Tax

What is Current Tax?

Current tax is an estimate of the tax that is payable to Inland Revenue for the current financial period.

What is Deferred Tax?

Deferred tax is an estimate of income tax that will be payable or recoverable in respect of temporary

differences relating to the accounting and tax values of the Group’s assets and liabilities. Deferred tax

also includes the value of tax losses that we consider we will use in the future to meet any income tax

obligation.

Accounting Policy

The tax expense or benefit for the year comprises current and deferred tax. Tax is recognised in the

calculation of profit for the year in the Consolidated Statement of Comprehensive Income, except to

the extent that it relates to items recognised in other comprehensive income. In this case the tax is also

recognised in other comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted at the year end. The

Directors periodically evaluate positions taken in tax returns with respect to situations in which applicable tax

regulation is subject to interpretation.

Deferred income tax is recognised, using the liability method, on temporary differences arising between

the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements.

However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or

liability in a transaction other than a business combination that at the time of the transaction affects neither

accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have

been enacted or substantially enacted by the Balance Sheet date and are expected to apply when the related

deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will

be available against which the temporary differences can be utilised.

77
5.1 Income Tax (continued)

$NZ000’sMay 2019May 2018

Income tax benefit

Current tax--

Deferred tax(13,576)(1,096)

(13,576)(1,096)

Taxation expense is calculated as follows:

Profit before income tax31,79575,876

Tax at the New Zealand tax rate of 28% 8,90321,245

Adjusted by the tax effect of:

Non-deductible impairment of goodwill2,676-

Non-deductible expenditure208102

Capitalised interest deductible for tax(1,937)(936)

Taxable deferred management fees931-

Non-assessable revaluation of investment property(13,049)(19,129)

Taxable depreciation(2,856)(3,397)

Accounting depreciation2,2942,447

Non-deductible impairment / (reversal of non-deductible impairment)

of fixed asset1,955(320)

Adjustment for timing difference of provisions215607

Other--

Losses recognised / (utilised)660(619)

Current tax expense--

Impact of movements in investment property(170)(2,602)

Impact of movements in property, plant and equipment (1,354)296

Other adjustments(185)(577)

Deferred management fee(931)-

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

Prior period adjustments: other(1,047)112

Losses utilised or (recognised) / derecognised(3,751)1,675

Deferred tax benefit(13,576)(1,096)

Income tax benefit (13,576)(1,096)

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

78

Oceania Healthcare Limited | Annual Report 2019

5.1 Income Tax (continued)

Movement in the Deferred Tax Balance:

$NZ000’s

Balance

1 June 2018

Recognised in

Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance

31 May 2019

Investment property(9,624)360-(9,264)

Property, plant and equipment(18,470)1,636(5,670)(22,504)

Provisions and other assets / liabilities4,7597606046,123

DMF revenue in advance-7,0 6 9-7,0 6 9

Tax losses-3,751-3,751

Deferred tax liabilities(23,335)13,576(5,066)(14,825)

$NZ000’s

Balance

1 June 2017

Recognised in

Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance

31 May 2018

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)

Recognition and Measurement

No income tax was paid or payable during the period (2018: nil).

Key Accounting Judgements

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”).

An initial recognition exemption has been applied to newly developed village sites in accordance with NZ IAS 12.

The Group’s ORAs comprise two distinct cash flows (being an ORA deposit upon entering the unit and the

refund of this deposit upon exit). In determining the tax base of investment property, the Group considered

whether taxable cash flows are received at the end of the ORA period (i.e. upon refund of the ORA deposit

by way of set off on exit by a resident) or at the beginning of the ORA period (i.e. at time of the receipt of the

ORA deposit). The Group has carefully evaluated all the available information and considers it appropriate

to recognise and measure the tax base and associated deferred tax based on the taxable cash flows being

receivable at the end of the ORA period as this best represents the Group’s contractual entitlement.

In calculating deferred tax under the Held for Use methodology, the Group has made significant judgements

to determine taxable temporary differences. The carrying value of the Group’s investment property is

determined on a discounted cash flow basis and includes cash flows that are both taxable and non-taxable

in the future. The Group has recognised deferred tax on the cash flows with a future tax consequence being

DMF as provided by CBRE Limited, to the extent that it arises from depreciable components (i.e. buildings)

of the investment property. The Group uses the council rateable valuations to estimate the apportionment

of cash flows arising from the depreciable (i.e. buildings) and non-depreciable components (i.e. land).

Contractually, management fees are received upon refund of the ORA deposit by way of set off on exit of a

unit by a resident.

79
Recognition of Deferred Tax on Deferred Management Fee

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 Group’s revenue

recognition policy. As explained in the 31 May 2018 consolidated annual financial statements, 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 Inland Revenue, applicable for ORAs entered

into after 1 June 2018 with certain revisions to the terms and conditions relating to the DMF. 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 Inland Revenue. The Group have included an adjustment in the 31 May 2018 tax

return to recognise tax on DMF in accordance with the contractual term of the resident’s ORA.

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 the 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 $0.9m has been recognised in the year to 31 May 2019

resulting in a closing deferred tax asset of $7.1m in respect of DMF revenue.

Recognition of Deferred Tax on Tax Losses

The Company and its subsidiaries exited the former Oceania Healthcare Holdings Limited (”OHHL”) tax

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

31 May 2015 are tax losses of the OHHL consolidated tax group (of which the Group is no longer a member).

On 5 September 2018 the Group forfeited all losses generated prior to the IPO of the Company as a result

of the sale of 15.56% of OHHL’s shareholding (refer note 5.5). This resulted in the cessation of shareholder

continuity.

The Group also utilised $21.9m of losses to offset additional taxable income arising from the change in

recognition of DMF revenue as noted above.

After allowing for the utilisation of losses to offset additional taxable income arising from the change in

recognition of DMF revenue, the forfeiture of losses generated prior to IPO on 5 September 2018, and taking

into consideration the new losses generated in the year to 31 May 2019, the Group now has an estimated

$25.6m (2018: $64.6m) of available tax losses at 31 May 2019. Of these total available tax losses, $12.2m may

be forfeited in the event of a further sale of shares by OHHL.

A deferred tax asset totalling $3.8m has been recognised as at 31 May 2019, being the tax effect of the

remaining $13.4m of tax losses (2018:nil). These are effectively the tax losses generated after 5 September

2018 which will be retained by the Group in the event of any further sale of shares by OHHL provided there

are no other significant shareholding changes.

NZ$000’s

Tax

Losses

Opening balance64,583

Prior period adjustments: treatment of DMF income(21,923)

Prior period adjustments: other(3,743)

Losses as at 31 May 2018 per Inland Revenue38,917

Losses utilised for the period to 5 September 2018(11,039)

Losses forfeited during the year(15,684)

Losses generated post 5 September 201813,395

Closing balance25,589

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

80

Oceania Healthcare Limited | Annual Report 2019

5.2 Intangible Assets

Accounting Policy

Goodwill

Goodwill represents the excess of cost of an acquisition over the fair value of the Group's share of the

net identifiable assets of the acquired subsidiary or business at the date of acquisition. Goodwill is not

amortised. Instead, goodwill is tested at least once annually for impairment at 31 May, and carried at cost less

accumulated impairment losses. Impairments are recognised in the Statement of Comprehensive Income.

Gains and losses on the disposal of an entity or cash generating unit (“CGU”) include the carrying amount of

goodwill relating to the entity or CGU sold. Goodwill is allocated to CGUs and these CGUs are grouped where

appropriate for the purpose of impairment testing. The allocation is made to those CGUs or groups of CGUs

that are expected to benefit from the business combination in which the goodwill arose.

Computer Software

Costs associated with maintaining computer software programmes are recognised as an expense as incurred.

Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring

to use the specified software. These costs are amortised on a straight line basis over their estimated useful

lives (2.5 years).

$NZ000’sGoodwillSoftwareTotal

Year ended 31 May 2018

Opening net book amount 16,817 236 1 7,0 5 3

Additions - 486 486

Amortisation - (141) (141)

Impairment charge---

Closing net book amount 16,817 581 1 7, 3 9 8

As at 31 May 2018

At cost 2 0 7, 3 8 7 3,680 211,067

Accumulated amortisation, disposal and impairment (190,570) (3,099) (193,669)

Net book amount 16,817 581 1 7, 3 9 8

Year ended 31 May 2019

Opening net book amount16,8175811 7, 3 9 8

Additions - 1,1401,140

Amortisation-(109)(109)

Impairment charge(8,149)-(8,149)

Disposal(1,612)-(1,612)

Closing net book amount7,0 5 61,6128,668

As at 31 May 2019

At cost2 07, 3 8 74,820212,207

Accumulated amortisation disposal and impairment(200,331)(3,208)(203,539)

Net book amount7,0 5 61,6128,668

81
Impairment Test for Goodwill

The carrying value of goodwill has been assessed on a site by site basis taking into account the site's results

as a whole.

The carrying amount of goodwill at each site is not significant in comparison to the total amount of goodwill.

All goodwill is allocated to the care CGUs.

Key Judgements in Applying the Accounting Policies

Care CGUs Recoverable Amount

The recoverable amount of the individual care sites has been determined based on an external valuation

of fair value less costs to sell by CBRE Limited as an external valuer. The fair value less costs to sell is

considered level 3 in the fair value hierarchy. This has been used for comparison to current carrying value.

The assumptions used in determining the fair value for care centres are disclosed in note 3.2.

The impairment of goodwill as at 31 May 2019 is predominantly due to increases in the fair value of land

and buildings at sites with care suites. This increase in fair value has resulted in a corresponding impairment

of goodwill.

See sensitivity analysis relating to freehold land and buildings in note 3.2.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

82

Oceania Healthcare Limited | Annual Report 2019

5.3 Trade and Other Receivables

Accounting Policy

Trade receivables are amounts due from residents and various government agencies in the ordinary course

of business and are recognised initially at fair value, being its transaction price, plus transaction costs.

Trade receivables are held with the objective of collecting the contractual cash flows and therefore they

are subsequently measured at amortised cost using the effective interest method, less a provision for

impairment.

Occupation licence payment receivables are recognised at the point in time that an ORA becomes

unconditional and has either “cooled off” or where the resident is in occupation, and the resident has not yet

made all of the contractual licence payment to the Group.

$NZ000’s May 2019May 2018

Net trade and other receivables

Trade receivables11,317 11,678

Less: Loss allowance (428)(4 03 )

10,88911,275

Occupation licence payment receivable31,282 19,658

Prepayments1,370 1,760

Trade and other receivables43,54132,693

Recognition, Measurement and Judgements in Applying Accounting Policies

The Group adopted NZ IFRS 9 Financial Instruments (“NZ IFRS 9”) on 1 June 2018. Subsequent to the

adoption of NZ IFRS 9 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 receivable. To measure expected credit losses, trade receivables have been grouped

and reviewed on the basis of the number of days since resident departure and the funding stream and type

of debtor. Judgement is used in selecting the inputs to the impairment calculation and is based on past

history and forward looking assumptions.

The Group has the following financial assets subject to the application of the expected credit loss model:

– Trade receivables from care operations for the provision of care fees revenue for rest home and hospital

fees. These are split between private amounts owed by residents and amounts due from agencies such as

the Ministry of Health and ACC.

– Trade receivables from village operations for the provision of weekly service fees and occupation licence

payment receivables. These are receivable from residents.

The model requires an estimate of the debt to be made on resident admission rather than at the point that

the debt turns “bad” or “doubtful”. The following details the expected loss rate adopted by the Group based

on historic impairments and any other known factors with respect to resident departure date.

Category of debtExpected Loss Rate

Current

Departure

<90 days

Departure

>90 days

Care residents1%15%75%

Ministry of Health / ACC1%1%100%

Village Residents---

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.

There is no significant concentration of credit risk as trade receivables relate to individual residents and

government agencies.

83
5.4 Trade and Other Payables

Accounting Policy

Trade and other payables represent liabilities for goods and services provided to the Group prior to the

end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of

recognition.

Trade payables are recognised initially at fair value less transaction costs and subsequently measured at

amortised cost using the effective interest method.

Sundry payables include $0.1m (2018: $0.1m) relating to cash held on behalf of residents. The balance as at

31 May 2018 included $7.0m in relation to the purchase of land which has now settled.

Wages and Salaries, Annual Leave and Long Service Leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave are recognised in other

payables in respect of employees' services up to the reporting date and are measured at the amounts

expected to be paid when the liabilities are settled.

The liability for employee entitlements is carried at the present value of the estimated future cash flow.

The liability for long service leave is recognised in the provision for employee entitlements and measured as

the present value of expected future payments to be made in respect of services provided by employees

up to the reporting date. Consideration is given to expected future wage and salary levels, experience of

employee departures and periods of service.

$NZ000’sMay 2019May 2018

Trade payables6,120 3,770

Sundry payables and accruals1 7, 47 3 12,079

Payables in respect of unconditional land purchases-7, 1 5 6

Accrued interest on external borrowings and derivatives131 41

Employee entitlements14,841 14,546

Trade and other payables38,565 3 7, 5 9 2

5.5 Related Party Transactions

The Group’s largest shareholder is Oceania Healthcare Holdings Limited (“OHHL”).

On 5 September 2018 OHHL sold 15.56% of its holding. On 22 May 2019 OHHL sold a further 0.49%

holding resulting in a remaining 41.16% shareholding as at 31 May 2019 (2018: 57.21%). The below entities are

subsidiaries of Oceania Healthcare Limited.

Name of EntityPrincipal Activities20192018Class of shares

Oceania Group (NZ) Limited Support office functions100%100%Ordinary

Oceania Care Company LimitedOperation of aged care centres100%100%Ordinary

Oceania Village Company LimitedOwnership and operation of

retirement villages

100%100%Ordinary

OCA Employees Trustee LimitedHold LTIP shares on behalf of

employees

100%100%Ordinary

All subsidiaries are incorporated in New Zealand and have a balance date of 31 May. There are no significant

restrictions on subsidiaries.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

84

Oceania Healthcare Limited | Annual Report 2019

5.5 Related Party Transactions (continued)

Key Management Personnel Compensation

Key management personnel are all executives with the authority for the strategic direction and management

of the Group.

$NZ000’s May 2019May 2018

Directors’ remuneration and expenses

1

780 622

Salaries and other short term employee benefits2,093 2,022

Dividends paid to employees158 71

Termination benefits - -

3,031 2,715

Dividends were also paid to Directors in their capacity as shareholders.

Transactions with Related Parties

There are no outstanding balances with related parties (2018: nil).

5.6 Financial Risk Management

The Group's activities expose it to a variety of financial risks: market risks (including cash flow interest

rate risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the

unpredictability of financial markets and seeks to minimise potential adverse effects on the financial

performance of the Group. The Group uses derivative financial instruments such as interest rate swap

contracts to hedge certain interest rate risk exposures. Derivatives are exclusively used for hedging purposes,

i.e. not as trading or other speculative instruments. The Group uses different methods to measure different

types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rates to

determine market risk and aging analysis for credit risk.

Classification and measurement

Financial assets are required to be classified into three measurement categories: those measured at fair

value through profit and loss, those measured at fair value through other comprehensive income 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. 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 are held at

amortised cost less a provision for impairment.

Risk management is carried out centrally by management under policies approved by the Board of Directors.

The Directors provide written principles for overall risk management, as well as policies covering specific

areas, such as interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial

instruments.

(a) Market Risk

Market risk is the risk that changes in market prices such as interest rates will affect the Group’s income.

The objective of market risk management is to manage and control market risk exposures within acceptable

parameters, while optimising the return on risk.

(b) Cash Flow Risk

The Group has no significant interest-bearing assets, as such the Group's income is substantially independent

of changes in market interest rates.

The Group's interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose

the Group to cash flow interest rate risk. The cash flow and interest rate risks are monitored by the Directors

on a monthly basis. The Directors monitor the existing interest rate profile with reference to the Group’s

Treasury Policy and the Group’s underlying interest rate exposure. Management present interest rate hedging

analysis and strategies to the Directors for consideration and seek Director approval prior to entering into

any interest rate swaps.

1

Gregory Tomlinson and Sally Evans were appointed as Directors on 22 March 2018. Their remuneration in FY2018 is for a part

year only.

85
The following table shows the sensitivity of the Group's Profit / (Loss) and equity to a movement in interest

rates of +/-1%. This assumes all other variables remain constant.

+1%-1%

NZ$000’sProfit / (Loss)EquityProfit / (Loss)Equity

2019

Interest expense(677)(677)677677

Change in fair value of cash flow hedges222,084(22)(2,084)

2018

Interest expense(189)(189)189189

Change in fair value of cash flow hedges 42 941 (4 3 ) (952)

Interest Rate Swaps

It is the Group's policy to manage interest rate risk through the use of interest rate swaps to reduce the

impact of changes in interest rates on its floating rate long term debt. The objective of the interest rate swaps

is to protect the Group from the short to medium term impact to cash flows which arises out of variability in

floating interest rates.

Interest rate swaps are initially recognised at fair value on the date a contract is entered into and are

subsequently measured at fair value on each reporting date. The fair values of the interest rate swaps are

determined based on cash flows discounted to present value using current market interest rates.

When interest rate swaps meet the criteria for cash flow hedge accounting, the effective portion of the gain

or loss on the hedging instrument is recognised in other comprehensive income, while the ineffective portion

is recognised in other expenses in the Consolidated Statement of Comprehensive Income. Amounts taken to

the interest rate reserve are transferred out of the reserve and included in the measurement of the hedged

transaction when the forecast transaction occurs. When interest rate swaps do not meet the criteria for

cash flow hedge accounting, all movements in fair value of the hedging instruments are recognised in the

Consolidated Statement of Comprehensive Income.

The Group adopted NZ IFRS 9 Financial Instruments (“NZ IFRS 9”) on 1 June 2018. For existing swaps the

Group applied the exemption to continue to apply NZ IAS 39 to swaps which matured on 31 May 2019. From

this point forward all swaps are accounted for under NZ IFRS 9. After the adoption of NZ IFRS 9 the rules on

hedge accounting have been amended to align accounting treatment with risk management practices of the

reporting entity.

NZ IFRS 9 requires 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.

Under the interest rate swap agreements, the Group has a right to receive interest at variable rates and

an obligation to pay interest at fixed rates. At 31 May 2019, the Group’s interest rate swaps of $100.0m

had matured. New interest rate swaps of $175.0m have been put in place with an effective date of 1 June

2019 (with a trade date of 30 April 2019). Of the interest rate swaps in place at 1 June 2019, $175.0m (2018:

$100.0m) are being used to cover approximately 66% (2018: 61%) of the loan principal outstanding. These

agreements effectively change the Group’s interest exposure on the principal covered by the interest rate

swaps from a floating rate to a fixed rate. Bank loans of the Group currently bear an average fixed interest

rate (including margin and line fees) of 4.1% (2018: 4.1%). The fair value of these agreements at 31 May 2019

is a $2.4m liability. The agreements cover notional amounts for a period of 3 years, 5 years, and 7 years.

The notional principal amounts and the period of expiry of the interest rate swap contracts are as follows:

Average contracted

fixed interest rateNotional principal amount

May 2019

%

May 2018

%

May 2019

$NZ000’s

May 2018

$NZ000’s

Less than 1 year4.104.10 -100,000

Between 1 and 3 years4.03-75,000-

Between 3 and 5 years4.10- 50,000-

Over 5 years4.19-50,000-

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

86

Oceania Healthcare Limited | Annual Report 2019

5.6 Financial Risk Management (continued)

(c) Credit Risk

Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks

and financial institutions, as well as credit exposure from trade and other receivables.

In the normal course of business, the Group has no significant concentrations of credit risk. The Group

requires settlement of the ORA before allowing occupation of its villas or apartments. Therefore, the Group

does not face significant credit risk. The values attached to each financial asset in the Consolidated Balance

Sheet represent the maximum credit risk. No collateral is held with respect to any financial assets. The Group

enters into financial instruments with various counterparties in accordance with established limits as to credit

rating and dollar limits and does not require collateral or other security to support the financial instruments.

Concentrations

Cash and cash equivalents of the Group are deposited with one of the major trading banks. Non-

performance of obligations by the bank is not expected due to the credit rating of the counter party

considered. The Standard and Poors credit rating of the counter party as at 31 May 2019 is AA- (2018: AA-).

The Group’s receivables represent distinct trading relationships with each of the residents. There are no

concentrations of credit risk with residents. Large receivables generally relate to the residential care subsidies

which are received in aggregate via the various District Health Boards and Work and Income New Zealand.

Neither of these entities has demonstrated, or is considered, a credit risk.

(d) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the

availability of funding through an adequate amount of committed credit facilities and the ability to close-out

market positions. Due to the dynamic nature of the underlying businesses, the Directors aim at maintaining

flexibility in funding by keeping committed credit lines available.

Cash flow forecasting is regularly performed by management. Management monitors rolling forecasts of the

Group's liquidity requirements to ensure it has sufficient cash to meet operational needs, while maintaining

headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach

borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration

the Group's debt financing plans and covenant compliance.

The table below shows the maturity analysis of the Group's contractual undiscounted cash flows.

NZ$000’s

Less than

1 year

Between

1 and 2 years

Between

2 and 5 years

Over

5 years

2019

Trade and other payables23,593 - - -

Borrowings10,92813,052282,749-

Cash flow hedge - interest rate swaps7961,009 1,551 (210)

Refundable occupation right agreements436,481 - - -

2018

Trade and other payables23,005 - - -

Borrowings 8,969 171,678 2,353 -

Cash flow hedge - interest rate swaps 315 - - -

Refundable occupation right agreements358,213 - - -

The refundable ORAs are repayable to the resident on vacation of the unit, apartment, care suite or on the

termination of the occupation right agreement and subsequent resale of the unit, apartment or care suite.

The expected maturity of the refundable ORAs is shown in note 3.3.

(e) Capital Risk Management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going

concern to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal

capital structure to reduce the cost of capital. The consolidated financial statements are prepared on a going

concern basis.

87
5.7 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)

This 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. See notes 5.3 and 5.6 for further details on its application to the Group.

NZ IFRS 15, Revenue from contracts with customers (“NZ IFRS 15”) (effective for the Group from 1 June

2018)

This standard addresses the recognition of revenue from contracts with customers. The standard is based

on the principle that revenue is recognised when control of a good and service transfer to a customer and

establishes principles for reporting the nature, amount, timing and uncertainty of revenue and cash flows

arising from an entity’s contracts with customers. See note 2.2 for further details on its application to the

Group.

(b) Standards, amendments and interpretations to existing standards that are not effective for the year

ended 31 May 2019 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)

The standard 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

confirms that it does not expect a change in recognition of rental and DMF income.

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 31 May 2019

the Group had non-cancellable operating lease commitments of $13.1m under operating leases. Many of

the Group’s leases relate to leases of low value assets however the Group currently leases three care sites

and two administrative buildings. The leases will be revalued with the fair value being recognised in the

Consolidated Balance Sheet. The impact of recognising these properties on the Consolidated Balance Sheet

will be material to the Group.

The Group has established 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. As a result of this review, management have elected to apply the modified retrospective

approach on adoption. There will be no restatement of comparative amounts for the period prior to first

adoption. A lease management system was selected during the period and all current leases have been

loaded to establish the financial impact of adoption.

The following impacts are noted in the context of 31 May 2019 balances. The tax impact is yet to be assessed.

a) The straight-line operating lease expense of $1.2m will be removed and a depreciation charge of $2.2m

(currently $1.4m) and interest expense on lease liabilities of $1.0m (currently $0.5m) will be recognised;

b) The repayment of the principal portion of all lease liabilities will be classified as financing activities; and

c) The Consolidated Balance Sheet will be impacted by the recognition of additional right to use assets of

$5.7m and corresponding additional lease liabilities of $8.7m in respect of leases currently classified as

operating leases. Total right to use assets and corresponding lease liabilities will be $11.0m and $14.2m

respectively. This will result in a decrease in opening retained earnings as at 1 June 2019 or approximately

$3.2m.

The impact on each of these line items is significant, however management do not expect the overall effect

on net profit attributable to shareholders to be material in future periods. The adoption of NZ IFRS 16 will

have no impact on net cash flows of the Group.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2019

88

Oceania Healthcare Limited | Annual Report 2019

5.8 Contingencies and Commitments

(a) Contingencies

At 31 May 2019, the Group had no contingent liabilities or assets (2018: nil).

(b) Capital commitments

At 31 May 2019, the Group has a number of commitments to develop and construct certain sites totalling

$106.7m (2018: $104.6m) of which $106.7m (2018: $104.1m) relates to development sites.

(c) Lease Commitments

Finance Leases

Leases where the Group has substantially all the risk and rewards of ownership are classified as finance

leases. Finance leases are capitalised at the lease's commencement at the lower of the fair value of the leased

property and the present value of the minimum lease payments. See note 5.7 for the impact of NZ IFRS 16

Leases which is to be adopted on 1 June 2019.

Lease of Investment Property

On 28 October 2015, subsidiaries of the Group entered into an agreement with a third party to develop Everil

Orr, an existing leasehold care site. The site will continue to operate as a leasehold care site and the Group will

also perform village operations. Stage one of the village development was completed in February 2018 with

stage two completed in May 2019 and a right to use asset was recorded for both stages. A commitment of

$11.5m (2018: $17.7m) in relation to stage one of the development and $27.2m in relation to stage two in the

form of future lease payments exists. Lease payment obligations arise as ORAs are sold.

See note 3.1 for further details.

Operating Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are

classified as operating leases. Payments made under operating leases (net of any incentives received from

the lessor) are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over

the period of the lease.

See note 5.7 for the impact of NZ IFRS 16 Leases which is to be adopted on 1 June 2019.

Commitments in relation to operating leases are payable as follows:

$NZ000’s May 2019May 2018

Within one year1,4561,593

Later than one year but not later than five years3,9644,677

Later than five years7, 6 5 68,339

13,07614,609

The above mainly relates to land and buildings leased for the purpose of operating healthcare sites for the

elderly. The leases vary from 5 year to 30 year terms. Lease rentals are subject to annual increases based on

Consumer Price Index (“CPI”) movements.

(d) Repairs and Maintenance

There are no significant unrecognised contractual obligations entered into for future repairs and maintenance

at balance date.

89
5.9 Events After Balance Date

Dividends

On 25 July 2019 a full year dividend of 2.6 cents per share (not imputed) was declared and will be paid on

26 August 2019. The record date for entitlement is 12 August 2019.

Dividend Reinvestment Plan

On 25 July 2019, the Board 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.

Employee Share Scheme

On 25 July 2019, the Board approved the introduction of an employee share scheme. All permanent

employees will be invited to participate. Participants will receive an allocation of a specified amount of shares

at nominal cost. The shares will be held in trust and will be transferred to the employee if the employee

remains employed by Oceania (or any of its subsidiaries) for the following three years.

There have been no other significant events after balance date.

90
Oceania Healthcare Limited | Annual Report 2019

Independent Auditor's Report

To the shareholders of Oceania Healthcare Limited



PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz



Independent auditor’s report

To the shareholders of Oceania Healthcare Limited

We have audited the consolidated financial statements which comprise:

• the consolidated balance sheet as at 31 May 2019;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated cash flow statement for the year then ended; and

• the notes to the consolidated financial statements, which include significant accounting policies.


Our opinion

In our opinion, the accompanying consolidated financial statements of Oceania Healthcare Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 31 May 2019, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of trustee reporting, tax advisory and

market research. The provision of these other services has not impaired our independence as auditor

of the Group.



PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz



Independent auditor’s report

To the shareholders of Oceania Healthcare Limited

We have audited the consolidated financial statements which comprise:

• the consolidated balance sheet as at 31 May 2019;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated cash flow statement for the year then ended; and

• the notes to the consolidated financial statements, which include significant accounting policies.


Our opinion

In our opinion, the accompanying consolidated financial statements of Oceania Healthcare Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 31 May 2019, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of trustee reporting, tax advisory and

market research. The provision of these other services has not impaired our independence as auditor

of the Group.

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Our audit approach

Overview


An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall Group materiality: $1.9 million, which represents approximately 1% of

revenue.

We chose revenue as the benchmark because, in our view, it is a key financial

metric used in assessing the performance of the Group and is not as volatile as

other profit or loss measures.

We have determined that there are two key audit matters:

• Valuation of investment property and freehold land and buildings

• Deferred tax on investment property

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. As in all of our audits, we also addressed the risk of

management override of internal controls including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the consolidated financial statements as a whole, taking into account the structure of the

Group, the accounting processes and controls, and the industry in which the Group operates.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed in

the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

92
Oceania Healthcare Limited | Annual Report 2019

Independent Auditor's Report (continued)

To the shareholders of Oceania Healthcare Limited



PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz




Key audit matter How our audit addressed the key audit matter

Valuation of investment property

and freehold land and buildings

As disclosed in note 3.1 and 3.2 of the

consolidated financial statements:

• the Group’s investment property

portfolio was valued at $881.7 million

at 31 May 2019 and included completed

investment property and investment

property under development.

• the Group’s freehold land and buildings

were valued at $423.4 million at 31 May

2019. This included freehold land and

buildings operated by the Group for the

provision of care services, care suites,

and land and buildings to be developed

into care facilities in the future

(together referred to as freehold land

and buildings).

The Group’s accounting policy is to

measure these assets at fair value.

Independent valuations of all investment

property and freehold land and buildings

were carried out by a third party valuer,

CBRE Limited (the Valuer).

Completed investment property and care

suites are recorded in the consolidated

financial statements at a Directors’

valuation which is based on the value

determined by the Valuer as at 30 April

2019, adjusted by management for:

• the impact of any sale, resale and

repurchase of Occupation Right

Agreements (ORAs) for investment

property between the date of the

valuation and 31 May 2019;

• the estimated costs to be incurred to

complete development of any asset not

complete at the date of the valuation,

but valued by the Valuer as if it was

complete;

• for completed investment property,

refundable occupation licence

payments, residents’ share of resale

gains and management fees receivable

which are recognised separately on the

Our audit procedures included the following:

External valuations

We read the valuation report and discussed it with

the Valuer. We assessed the valuation approach and

confirmed that this was in accordance with the

relevant accounting standards.

From our discussions with management and the

Valuer, and from our review of the valuation report,

assumptions (as detailed in the description of this

Key Audit Matter) were made for each individual

property to reflect its characteristics, its overall

quality, geographic location and desirability as a

whole.

On a sample basis, we tested whether property

specific information supplied to the Valuer by the

Group reflected the underlying property records held

by the Group.

Valuation adjustments

We tested, on a sample basis, the adjustments made

to the valuations determined by the Valuer as at 30

April as detailed in the description of this Key Audit

Matter. This testing included obtaining signed ORAs

for a sample of sales and resales and supporting

documentation for repurchases in May 2019 and

obtaining quantity surveyors reports to support the

estimated cost to complete developments at 31 May

2019. We also obtained supporting documentation

for a sample of transactions included in work in

progress at 31 May 2019. For sites in their first year

of operation, we considered the reasonableness of the

changes made by the Directors to the operating

assumptions.

Assumptions and estimates

Our work over the assumptions focused on the largest

properties within the portfolio and those properties

where the assumptions used and/or year-on-year fair

value movement suggested a possible outlier

compared to the rest of the portfolio and the market

data for the sector.

We engaged our in-house expert to challenge the

work performed by the Valuer and assess the

reasonableness of the assumptions used based on

their knowledge gained from reviewing valuations of

similar properties, known transactions and available

market data.

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Key audit matter How our audit addressed the key audit matter

consolidated balance sheet and also

reflected in the Valuer’s cash flow

model;

• changes to the operating assumptions

applied by the Valuer to sites in their

first year of operation.


For each completed investment property

and each care suite, assumptions and

estimates were made in respect of:

• property price growth rate;

• stabilised occupancy periods; and

• discount rate.


During the year, the Valuer performed a

review of the care suite valuation

methodology to more appropriately reflect

the apportionment of the overall value

between freehold land and buildings and

goodwill. This resulted in an increase in the

apportionment to freehold land and

buildings and a reduction in the level of

goodwill. Goodwill impairment of $8.1

million has been recognised as disclosed in

note 5.2 of the consolidated financial

statements.


Investment property under development

and land and buildings to be developed into

care facilities in the future are recorded in

the consolidated financial statements at a

Directors’ valuation which is based on a

range of values determined by the Valuer as

at 30 April 2019, adjusted by management

for the cost of any work in progress.


For each asset under development,

assumptions and estimates were made in

respect of the price per square metre of

land.


Freehold land and buildings operated by

the Group for the provision of care services

are recorded in the consolidated financial

statements at a Directors’ valuation which

is based on the value determined by the

Valuer as at 30 April 2019.

We understood the apportionment of the valuations

to each class of assets and assessed the

reasonableness of this, as well as the corresponding

impairment of goodwill, through discussions with the

Valuer and our in-house expert.

Valuation estimates

Because of the subjectivity involved in determining

valuations for individual properties and the existence

of alternative assumptions and valuation methods,

there is a range of values which can be considered

reasonable when evaluating the independent

property valuations used by the Group. If we

identified an error in a property valuation or

determined that the valuation was outside of a

reasonable range, we evaluated the error or

difference to determine if there was a material

misstatement in the consolidated financial

statements.

We considered whether there were any events

subsequent to the date of the Valuer’s report which

may have caused the valuation of investment

property and freehold land and buildings to be

materially different to those determined by the

Valuer.

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Oceania Healthcare Limited | Annual Report 2019


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Key audit matter How our audit addressed the key audit matter

For each property, assumptions and

estimates are made in respect of:

• forecast earnings before interest, tax,

depreciation, amortisation, and rent;

and

• capitalisation rate.

The valuation of the Group’s property

portfolio is inherently subjective. The

existence of significant estimation

uncertainty, coupled with the fact that only

a small percentage difference in

assumptions on individual properties, when

aggregated, could result in material

differences, is why we have given specific

audit focus and attention to this area.

Deferred tax on investment property

and care suites

As disclosed in note 5.1 of the consolidated

financial statements, the Group assesses

deferred tax on investment property and

care suites on the basis that the asset value

will be realised through use (‘Held for Use’).

In applying the Held for Use methodology,

the Group makes three key assumptions

which involve significant judgement:

1. Determining the amount of taxable cash

flows;

2. Timing of taxable cash flows, being at

the end of the Occupation Right

Agreement (ORA) period; and

3. Apportionment of the value of

investment property between land and

buildings.

Due to the significant judgement exercised

by the Group in making and applying these

assumptions to determine the deferred tax

on investment property and care suites, we

have given specific audit focus and

attention to this area.


Assumptions

With respect to the assumptions used in the

calculation of deferred tax, we engaged our in-house

tax specialist and valuation expert to challenge the

work performed and assess the reasonableness of the

assumptions based on their knowledge of the tax

legislation and other accepted approaches in the

industry.

1. Determining the amount of taxable cash

flows

We agreed the amount of taxable cash flows of

investment property and care suites from the Valuer’s

report, which is based on materially the same

assumptions and estimates used in the valuation of

investment property and care suites described above.

2. Timing of taxable cash flows

We tested a sample of ORAs to confirm that the

Deferred Management Fees (DMF) are contractually

earned at the end of the ORA period.

3. Apportionment of investment property

For a sample of investment properties, we agreed the

council rateable valuations to the council website and

recalculated the apportionment between land and

buildings.


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Key audit matter How our audit addressed the key audit matter

For each property, assumptions and

estimates are made in respect of:

• forecast earnings before interest, tax,

depreciation, amortisation, and rent;

and

• capitalisation rate.

The valuation of the Group’s property

portfolio is inherently subjective. The

existence of significant estimation

uncertainty, coupled with the fact that only

a small percentage difference in

assumptions on individual properties, when

aggregated, could result in material

differences, is why we have given specific

audit focus and attention to this area.

Deferred tax on investment property

and care suites

As disclosed in note 5.1 of the consolidated

financial statements, the Group assesses

deferred tax on investment property and

care suites on the basis that the asset value

will be realised through use (‘Held for Use’).

In applying the Held for Use methodology,

the Group makes three key assumptions

which involve significant judgement:

1. Determining the amount of taxable cash

flows;

2. Timing of taxable cash flows, being at

the end of the Occupation Right

Agreement (ORA) period; and

3. Apportionment of the value of

investment property between land and

buildings.

Due to the significant judgement exercised

by the Group in making and applying these

assumptions to determine the deferred tax

on investment property and care suites, we

have given specific audit focus and

attention to this area.


Assumptions

With respect to the assumptions used in the

calculation of deferred tax, we engaged our in-house

tax specialist and valuation expert to challenge the

work performed and assess the reasonableness of the

assumptions based on their knowledge of the tax

legislation and other accepted approaches in the

industry.

1. Determining the amount of taxable cash

flows

We agreed the amount of taxable cash flows of

investment property and care suites from the Valuer’s

report, which is based on materially the same

assumptions and estimates used in the valuation of

investment property and care suites described above.

2. Timing of taxable cash flows

We tested a sample of ORAs to confirm that the

Deferred Management Fees (DMF) are contractually

earned at the end of the ORA period.

3. Apportionment of investment property

For a sample of investment properties, we agreed the

council rateable valuations to the council website and

recalculated the apportionment between land and

buildings.

Independent Auditor's Report (continued)

To the shareholders of Oceania Healthcare Limited

95

PwC 68



Information other than the consolidated financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial

statements does not cover the other information included in the annual report and we do not express

any form of assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on the work we have performed on the other information

that we obtained prior to the date of this auditor’s report, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report

in this regard.

Responsibilities of the Directors for the consolidated financial statements

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

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

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

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-

report-1/


This description forms part of our auditor’s report.






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Oceania Healthcare Limited | Annual Report 2019


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Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

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 Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Leopino Foliaki.

For and on behalf of:





Chartered Accountants

25 July 2019

Auckland


Independent Auditor's Report (continued)

To the shareholders of Oceania Healthcare Limited

97
This section of the Annual Report provides information on Directors’ independence, diversity and inclusion

policies, remuneration and statutory disclosures.

Oceania Healthcare’s governance framework is guided by the recommendations set by the NZX Corporate

Governance Code. Oceania Healthcare has prepared a statement on the extent to which it has followed the

recommendations in the NZX Corporate Governance Code. The Corporate Governance Statement is

current as at 31 May 2019. Oceania Healthcare considers that it has followed the recommendations in the

NZX Corporate Governance Code in all respects during FY2019.

For detailed information on Oceania Healthcare’s corporate governance policies, practices and processes

please refer to the Investors section on the Oceania Healthcare website –

www.oceaniahealthcare.co.nz/investor-centre/governance.

This contains the following documents:

Corporate Governance Statement

Constitution

Charters

– Board Charter

– Audit Committee Charter

– Remuneration Committee Charter

– Clinical and Health and Safety Committee Charter

– Development Committee Charter

Policies

– Code of Values and Conduct

– Health and Safety Policy

– Occupational Rehabilitation Policy

– Fraud Policy

– Whistleblowing Policy

– Diversity Policy

– Market Disclosure Policy

– Remuneration Policy

– Trading in Company Securities Policy

– External Auditor Independence Policy

– Privacy Policy

Director Independence

As at 31 May 2019, the Board comprised seven Directors. All of the Directors are non-executive Directors.

The Board has considered which of the Directors are independent Directors for the purposes of the NZX

Listing Rules and has determined that, as at 31 May 2019, four Directors are independent Directors, including

the Chair and the Chair of the Audit Committee. As at the date of this Annual Report, the Directors are:

Elizabeth Coutts

Chair, Independent DirectorAppointed in November 2014

Alan Isaac

Independent DirectorAppointed in October 2015

Dame Kerry Prendergast

Independent DirectorAppointed in December 2016

Sally Evans

Independent DirectorAppointed in March 2018

Hugh FitzSimons

Non-Executive DirectorAppointed in October 2012

Patrick McCawe

Non-Executive DirectorAppointed in February 2017

Gregory Tomlinson

Non-Executive DirectorAppointed in March 2018

Corporate Governance

Corporate Governance (continued)
98

Oceania Healthcare Limited | Annual Report 2019

Director Independence (continued)

The factors relevant to determining whether a Director is an independent Director are the criteria in the

NZX Listing Rules for Director independence, having regard to the factors described in the NZX Corporate

Governance Code that may impact Director independence.

Committee Membership

The Board has four standing committees to assist in the execution of the Board’s duties, being the Audit

Committee, the Remuneration Committee, the Clinical and Health and Safety Committee and the

Development Committee.

As at 31 May 2019, membership of the committees was as follows:

Audit Committee – Alan Isaac (Chair), Elizabeth Coutts, Sally Evans

Remuneration Committee – Sally Evans (Chair), Elizabeth Coutts, Alan Isaac

Clinical and Health and Safety Committee – Dame Kerry Prendergast (Chair), Elizabeth Coutts, Sally Evans

Development Committee – Gregory Tomlinson (Chair), Elizabeth Coutts

Diversity

Oceania Healthcare’s Diversity Policy is available on its website. The Diversity Policy aims to ensure that

Oceania Healthcare has a focus on diversity throughout the organisation. This recognises that a diverse

workforce contributes to business growth and performance, helping to drive an inclusive, high performance

environment.

The Board considers that the Diversity Policy has been successfully implemented across the business with

an excellent balance of gender and ethnicity at Director and officer levels. As at 31 May 2019 (and 31 May

2018 for the prior comparative period), the gender breakdown of the Directors, officers (as that term is

defined in the NZX Listing Rules) and employees is as follows:

31 May 201931 May 2018

Gender

MaleFemaleMaleFemale

Directors

4343

Officers

5566

Employees

3442,2683492,390

Oceania Healthcare is developing further internal systems and processes to allow regular and efficient

monitoring of policy objectives.

99
Remuneration Report

Directors’ Fees

Directors’ remuneration is paid in the form of fees. A higher level of fees is paid to the Chair to reflect the

additional time and responsibilities that this position involves. Additional fees are payable in respect of work

carried out by the Chairs of the Audit Committee, Remuneration Committee and the Clinical and Health and

Safety Committee.

Director Remuneration paid in the year ended 31 May 2019

Director

Board

Fees

Audit

Committee

Clinical and

Health and

Safety

Committee

Remuneration

Committee

Total

Remuneration

Elizabeth Coutts (Chair)$180,000---$180,000

Alan Isaac$90,000$20,000--$110,000

Dame Kerry Prendergast$90,000-$15,000-$105,000

Sally Evans$90,000--$7,500$97,500

Hugh FitzSimons$90,000---$90,000

Patrick McCawe$90,000---$90,000

Gregory Tomlinson$90,000---$90,000

The above fees exclude GST and expense reimbursements.

Employees’ Remuneration

Oceania Healthcare did not employ people directly in the year ended 31 May 2019. All employees are

employed by the subsidiaries of Oceania Healthcare. The number of employees and former employees of

Oceania Healthcare’s subsidiaries, not being a Director of Oceania Healthcare, who received remuneration

and other benefits the value of which was or exceeded $100,000 during the financial year ended 31 May

2019 is set out in the table of remuneration bands below.

The remuneration figures shown in the “Remuneration” column include all monetary payments actually

paid during the course of the year ended 31 May 2019, which include performance incentive payments for

the year ended 31 May 2018. The table does not include amounts paid after 31 May 2019 that relate to the

year ended 31 May 2019.

RemunerationNumber of Employees

$100,000 – $109,999

15

$110,000 – $119,999

9

$120,000 – $129,999

6

$130,000 – $139,999

4

$140,000 – $149,999

4

$150,000 – $159,999

2

$160,000 – $169,999

3

$170,000 – $179,999

2

$180,000 – $189,999

2

$190,000 – $199,999

3

$200,000 – $209,999

1

$210,000 – $219,999

2

$240,000 – $249,999

1

$260,000 – $269,999

1

$320,000 – $329,999

1

$420,000 – $429,999

1

$450,000 – $459,999

1

$510,000 – $519,999

1

$740,000 – $749,999

1

Corporate Governance (continued)
100

Oceania Healthcare Limited | Annual Report 2019

Chief Executive Officer’s Remuneration

The remuneration of the Chief Executive Officer (“CEO”) for the year ended 31 May 2019 is as follows:

Base

Salary

Other

BenefitsSTISubtotalLTIP

Remuneration

Total

$507,001$28,743$208,576$744,320$36,827$781,147

Mr Gasparich received a short term incentive of $208,576. This was based on achievement of financial

performance (EBITDA performance against budget), health and safety performance (injury and reporting

rates), personal goals and a discretionary component for the year ended 31 May 2018.

The remuneration of the CEO for the year ended 31 May 2018 (being the prior comparative period) is

as follows:

Base

Salary

Other

BenefitsSTISubtotalLTIP

Remuneration

Total

$490,172$27,510$75,938$593,620$36,827$630,447

Mr Gasparich received a short term incentive of $75,938. This was based on achievement of financial

performance (EBITDA performance against budget), health and safety performance (injury and reporting

rates), personal goals and a discretionary component for the year ended 31 May 2017.

The remuneration of the CEO comprises a fixed remuneration and performance payments. Fixed remuneration

includes a base salary, the provision of a carpark and a vehicle allowance.

Mr Gasparich was invited to participate in a long term incentive plan which was established concurrent with

the IPO in 2017. As part of this, Earl Gasparich, Celia Gasparich and Carla Pearce as trustees of the Gasparich

Family Trust were provided with an interest free loan of an amount of $550,000 to acquire 696,203 ordinary

shares in Oceania Healthcare. These shares are held by OCA Employees Trustee Limited on behalf of the

participants. Further details about this Long Term Incentive Plan (including the performance criteria relevant to

participants’ entitlements) are set out in Oceania Healthcare’s Corporate Governance Statement, which is

available on its website.

Statutory Disclosures

Disclosure of Directors’ Interests

The following particulars were entered in the Interests Register kept for Oceania Healthcare and its

subsidiaries during the year ended 31 May 2019:

Elizabeth Coutts: Disclosed she ceased to hold the following position: Director of companies in the

Yellow Pages Group.

Alan Isaac: Disclosed he ceased to hold the following positions: Director of New Zealand Vault Limited,

Director of New Zealand Vault Depository Limited, Director of AKA Investments Limited.

Dame Kerry Prendergast: Disclosed she ceased to hold the following positions: Chair of Tourism

New Zealand, Chair of Environmental Protection Authority and Trustee of Compass Health Board.

Disclosed the following new positions: Member of KiwiRail Tourism Advisory Board, Trustee of Wellington

International Arts Foundation, Trustee of Capital Kiwi, Member of Anne Frank NZ Holocaust Advisory

Board and Member of the Centre for Women’s Health Research Advisory Board.

Sally Evans: Disclosed she ceased to hold the following positions: Director of Gateway Lifestyle Operations

Limited and Member of the Consumer and Industry Advisory Group for Australian Treasury on the

proposed framework for retirement incomes.

Disclosed the following new positions: Director of Rest (Australian Super Fund), Director of Healius Limited

and member of the Australian Aged Care Quality and Safety Advisory Council.

Gregory Tomlinson: Disclosed he ceased to hold the following position: Director of Oceania Healthcare

Holdings Limited.

101
Specific Disclosures

There were no specific disclosures made by Directors during the year ended 31 May 2019 of any interests in

transactions with Oceania Healthcare or any of its subsidiaries.

Use of Company Information

During the year ended 31 May 2019, the Board did not receive any notices from Directors requesting use of

Oceania Healthcare’s or any of its subsidiaries’ information.

Securities Dealings of Directors

Dealings by Directors of Oceania Healthcare in relevant interests in Oceania Healthcare’s ordinary shares

during the year ended 31 May 2019 are entered in the Interests Register:

Director

Number of

Ordinary Shares

Nature of

Relevant Interest

Acquisition

/ Disposal

Consideration

(Per Share)

Date of

Transaction

Elizabeth Coutts350,000Beneficial interestAcquisition$1.106 September 2018

Gregory Tomlinson2,000,000Beneficial interestAcquisition$1.106 September 2018

Patrick McCawe95,000,000Shares held by OHHL

1

Disposal$1.106 September 2018

Hugh FitzSimons95,000,000Shares held by OHHL

1

Disposal$1.106 September 2018

Alan Isaac50,000Beneficial interestAcquisition$1.1430 October 2018

Elizabeth Coutts50,000Beneficial interestAcquisition$1.0431 January 2019

Kerry Prendergast75,000Registered and

beneficial interest

Acquisition$1.0531 January 2019

Sally Evans20,000Registered and

beneficial interest

Acquisition$1.1025 February 2019

Alan Isaac40,000Beneficial interest Acquisition$1.0413 March 2019

Gregory Tomlinson2,000,000Beneficial interest Acquisition$1.0119 & 20 March 2019

Elizabeth Coutts50,000Beneficial interest Acquisition$1.0215 April 2019

Patrick McCawe2,972,439Shares held by OHHL

1

DisposalN /A22 May 2019

Hugh FitzSimons2,972,439Shares held by OHHL

1

Disposal N /A22 May 2019

Gregory Tomlinson2,972,439Beneficial interest AcquisitionN /A22 May 2019

1

Oceania Healthcare Holdings Limited (“OHHL”) holds shares in Oceania Healthcare. OHHL is owned indirectly by three

institutional funds that are managed by specialist management companies within the Macquarie Infrastructure and Real

Assets division of Macquarie Group Limited. The fund investments are held through various sub trusts. The Trust Company

Limited, as custodian, holds OHHL shares on behalf of the sub trusts. As Directors of OHHL, each of Patrick McCawe and

Hugh FitzSimons have the power to control the exercise of the rights attaching to the shares held by OHHL, and the power

to control the acquisition or disposition of such shares.

Directors’ Interests in Shares

Directors of Oceania Healthcare have disclosed the following relevant interests in shares as at 31 May 2019:

DirectorNumber of shares in which a relevant interest is held

Elizabeth Coutts900,000 shares

Alan Isaac200,000 shares

Dame Kerry Prendergast100,000 shares

Sally Evans20,000 shares

Hugh FitzSimons250,000 shares

251,202,979 shares held by Oceania Healthcare Holdings Limited

2

Patrick McCawe250,000 shares

251,202,979 shares held by Oceania Healthcare Holdings Limited

2

Gregory Tomlinson10,476,699 shares

2

Oceania Healthcare Holdings Limited (“OHHL”) holds 41.16% of shares in Oceania Healthcare. OHHL is owned indirectly by

three institutional funds that are managed by specialist management companies within the Macquarie Infrastructure and Real

Assets division of Macquarie Group Limited. The fund investments are held through various sub trusts. The Trust Company

Limited, as custodian, holds OHHL shares on behalf of the sub trusts. As Directors of OHHL, each of Patrick McCawe and

Hugh FitzSimons have the power to control the exercise of the rights attaching to the shares held by OHHL, and the power

to control the acquisition or disposition of such shares.

Corporate Governance (continued)
102

Oceania Healthcare Limited | Annual Report 2019

Indemnity and Insurance

Oceania Healthcare has granted indemnities, as permitted by the Companies Act 1993 and the Financial

Markets Conduct Act 2013, in favour of each of its Directors. Oceania Healthcare also maintains Directors’

and Officers’ liability insurance for its Directors and officers.

Auditor’s Fees

Oceania Healthcare’s external auditor is PricewaterhouseCoopers. Total fees paid to

PricewaterhouseCoopers in its capacity as auditor during the financial year ended 31 May 2019 were

$404,775. Total fees paid to PricewaterhouseCoopers for other professional services (being trustee

reporting, taxation services and research on new markets) during the financial year ended 31 May 2019

were $53,550. No other fees were paid to PricewaterhouseCoopers for other professional services.

Donations

During the year ended 31 May 2019, Oceania Healthcare paid a total of $13,657 in donations.

Stock Exchange Listings

Oceania Healthcare’s shares are listed on the NZX and the ASX. Oceania Healthcare is listed on ASX as a

Foreign Exempt Listing, which means that Oceania Healthcare is required to comply with the NZX Listing

Rules but it is exempt from the majority of the ASX Listing Rules. In accordance with ASX Listing Rule 1.15.3,

Oceania Healthcare confirms that it has complied with the NZX Listing Rules for the financial year ended

31 May 2019.

NZX Waivers

Oceania Healthcare does not have any waivers from the requirements of the NZX Listing Rules.

Credit Rating

Oceania Healthcare has no credit rating.

Former Directors

No Directors of Oceania Healthcare or any of its subsidiaries resigned (or otherwise ceased to hold office)

during the financial year ended 31 May 2019.

Subsidiary Company Directors

Earl Gasparich and Matthew Ward are the Directors of all Oceania Healthcare’s subsidiaries as at

31 May 2019, with the exception of OCA Employees Trustee Limited (the Directors of which are

Elizabeth Coutts and Hugh FitzSimons).

No remuneration is payable, and there is no entitlement to other benefits, for any directorship of

a subsidiary.

103
SHAREHOLDER INFORMATION

Twenty Largest Shareholders

(as at 30 June 2019)

Registered ShareholderNumber of Shares% Shares

1Oceania Healthcare Holdings Limited251,202,97941.16

2New Zealand Central Securities Depository Limited76,371,53712.51

3FNZ Custodians Limited33,047,1845.41

4Custodial Services Limited13,349,4612.18

5Custodial Services Limited13,165,8422.15

6Investment Custodial Services Limited12,693,1222.07

7Tomlinson Group Investments Limited

3

6,972,4391.14

8Custodial Services Limited6,554,9061.07

9PT (Booster Investments) Nominees Limited5,913,9250.96

10Custodial Services Limited4,015,0260.65

11New Zealand Depository Nominee Limited3,765,9170.61

12Harrogate Trustee Limited

3

3,504,2600.57

13Custodial Services Limited3,171,0020.51

14OCA Employees Trustee Limited3,164,5570.51

15Custodial Services Limited3,025,0590.49

16Philip George Lennon3,000,0000.49

17FNZ Custodians Limited2,736,2830.44

18Leveraged Equities Finance Limited2,385,3000.39

19Earl Gasparich, Celia Gasparich and Carla Pearce2,023,0780.33

20FNZ Custodians Limited1,786,0960.29

Total

451,847,97373.93

3

Gregory Tomlinson's relevant interests are held by Tomlinson Group Investments Limited and Harrogate Trustee Limited.

Corporate Governance (continued)
104

Oceania Healthcare Limited | Annual Report 2019

New Zealand Central Securities Depository Limited provides a custodial depository service that allows

electronic trading of securities to its members. It does not have a beneficial interest in these shares.

Its major holdings of Oceania Healthcare shares are held on behalf of:

NameNumber of Shares% Shares

1Citibank Nominees (New Zealand) Limited11,566,6031.90%

2HSBC Nominees (New Zealand) Limited 10,883,4631.78%

3ANZ Wholesale Trans-Tasman Property Securities Fund8,139,0201.33%

4MFL Mutual Fund Limited6,924,7511.13%

5ANZ Wholesale Australasian Share Fund6,218,0011.02%

6Accident Compensation Corporation5,250,0000.86%

7BNP Paribas Nominees (NZ) Limited4,587,8990.75%

8Generate Kiwisaver Public Trust Nominees Limited3,695,5460.61%

9BNP Paribas Nominees (NZ) Limited3,385,3060.55%

10JP Morgan Chase Bank NA NZ Branch3,006,5090.49%

11HSBC Nominees A/C NZ Superannuation Fund Nominees Limited2,487,9530.41%

12HSBC Nominees (New Zealand) Limited 1,948,3930.32%

13ANZ Wholesale Property Securities1,882,2790.31%

14Mint Nominees Limited1,322,4070.22%

15Tea Custodians Limited1,224,9820.20%

16ANZ Wholesale NZ Share Fund1,000,2960.16%

17Queen Street Nominees ACF Mint771,7560.13%

18New Zealand Permanent Trustees Limited692,7670.11%

19Public Trust RIF Nominees Limited504,3580.08%

20National Nominees New Zealand Limited337,9160.06%

105
Spread of Holdings

(as at 30 June 2019)

Size of Holding

Number of

Shareholders%

Number of

Shares%

1 – 1,000

4587. 9 3335,9300.06

1,001 – 5,000

1,40724.365,074,4220.83

5,001 – 10,000

1,22121.1410,236,0981.68

10,001 – 100,000

2,43242.1174,864,50012.27

100,001 and over

2584.47519,743,58585.17

Totals

100100

Substantial Product Holders

According to Oceania Healthcare’s records and notices given under the Financial Markets Conduct Act

2013, the following were substantial product holders of Oceania Healthcare as at 31 May 2019:

Substantial Product Holder

Number of Shares

(out of 610,254,535,

being the total

number of Shares

as at 31 May 2019)%Date of Notice

Oceania Healthcare Holdings Limited251,202,97941.167 September 2018

1

1

Subsequent to Oceania Healthcare Holdings Limited (“OHHL”) releasing this notice, a subsequent movement of less than 1% in

OHHL’s substantial shareholding was disclosed by directors of OHHL (which is reflected in the figures for OHHL in the above

table). Oceania Healthcare understands that, in accordance with the Financial Markets Conduct Act 2013, this movement was

not required to be disclosed by OHHL itself.

oceaniahealthcare.co.nz

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