Summerset Group Holdings Limited logo

Summerset Launches Fixed Rate Retail Bond Offer

Debt Issuance6 September 2020SUMHealthcare

Summerset Group Holdings Limited
Level 27 Majestic Centre, 100 Willis St, Wellington

PO Box 5187, Wellington 6140

Phone: 04 894 7320 | Fax: 04 894 7319

Website: www.summerset.co.nz




NZX & ASX RELEASE


7 September 2020



SUMMERSET LAUNCHES FIXED RATE RETAIL BOND OFFER


Summerset Group Holdings Limited (Summerset) announced today that it is offering up to

NZ$100 million (with the ability to accept up to NZ$50 million of oversubscriptions at Summerset’s

discretion) of seven year fixed rate bonds maturing on 21 September 2027 to New Zealand

institutional and retail investors.


The interest rate will be the sum of the issue margin plus the seven year base rate, but in any case

will be no less than the minimum interest rate of 2.30% per annum. The actual issue margin may

be above or below the indicative issue margin range. The indicative issue margin range for the

bonds is 2.00% to 2.20% per annum. The issue margin and interest rate will be set following a

book-build process on 11 September 2020 and will be announced by Summerset via NZX shortly

thereafter.

The offer will close on 11 September 2020 following the book-build process, with the bonds

expected to be issued on 21 September 2020.

Full details of the bond offer are contained in the Indicative Terms Sheet, available through

www.summerset.co.nz/bondoffer or by contacting the Joint Lead Managers, the Co-Manager, or

your usual financial adviser, and must be obtained by investors before they decide to acquire any

bonds.

Summerset has applied for the bonds to be quoted on the NZX Debt Market.

There is no public pool for the bonds, which will be reserved for the Joint Lead Managers, the Co-

Manager, institutional investors and other primary market participants invited to participate in the

book-build.


Joint Lead Managers





0800 269 476


0800 226 263





0800 367 227


0800 005 678



Co-Manager





0800 742 737





ENDS


For investor relations enquiries: For media enquiries:

Scott Scoullar Jenny Bridgen

CFO and Deputy CEO Communications Manager

scott.scoullar@summerset.co.nz jenny.bridgen@summerset.co.nz

029 894 7317 021 408 215




ABOUT SUMMERSET


• Summerset is one of the leading operators and developers of retirement villages in New

Zealand, with 31 villages completed or in development across the country. In addition,

Summerset has eight sites for development in Milldale (Auckland), Parnell (Auckland),

Prebbleton (Canterbury), Rangiora (Canterbury), Waikanae (Kapiti Coast), Blenheim

(Marlborough), Cambridge (Waikato) and Lower Hutt (Wellington), plus two sites in Victoria,

Australia, bringing the total number of sites to 41.

• It provides a range of living options and care services to more than 5,700 residents.

• The Summerset Group has villages in Aotea, Avonhead, Bell Block, Casebrook, Dunedin,

Ellerslie, Hamilton, Hastings, Havelock North, Hobsonville, Karaka, Katikati, Kenepuru,

Levin, Manukau, Napier, Nelson, New Plymouth, Palmerston North, Papamoa Beach,

Paraparaumu, Richmond, Rototuna, St Johns, Taupo, Te Awa, Trentham, Wanganui,

Warkworth, Whangarei and Wigram.

---

Indicative Terms Sheet
Summerset Group Holdings Limited

7 September 2020

Joint Lead

Managers:

Co-Manager:

2
Indicative Terms Sheet

Summerset Group Holdings Limited

Indicative Terms Sheet

This Indicative Terms Sheet sets out the key terms of the offer (“Offer”) by Summerset Group

Holdings Limited (“Summerset”) of up to $100,000,000 (with the ability to accept oversubscriptions

of up to $50,000,000 at Summerset’s discretion) guaranteed, secured, unsubordinated fixed rate

bonds maturing on 21 September 2027 (“Bonds”) under its master trust deed dated 30 May 2017 (as

amended from time to time) (“Trust Deed”) as modified and supplemented by a supplemental trust

deed dated 7 September 2020 (together, “Trust Documents”) entered into between Summerset

and The New Zealand Guardian Trust Company Limited (“Supervisor”). Unless the context

otherwise requires, capitalised terms used in this Indicative Terms Sheet have the same meaning

given to them in the Trust Documents.

Investors should refer to the Trust Documents for the full terms of the Bonds.

Important Notice

The Offer of debt securities by Summerset is made in reliance upon the exclusion in clause 19 of

schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”).

The Offer contained in this Indicative Terms Sheet is an offer of bonds that have identical rights,

privileges, limitations and conditions (except for the interest rate and maturity date) as:

• Summerset’s bonds maturing on 11 July 2023, which have a fixed interest rate of 4.78% per

annum and are currently quoted on the NZX Debt Market under the ticker code SUM010; and

• Summerset’s bonds maturing on 24 September 2025, which have a fixed interest rate

of 4.20% per annum and are currently quoted on the NZX Debt Market under the ticker

code SUM020,

(together the “Existing Bonds”).

Accordingly, the Bonds are the same class as the Existing Bonds for the purposes of the FMCA and

the Financial Markets Conduct Regulations 2014.

Summerset is subject to a disclosure obligation that requires it to notify certain material information

to NZX Limited (“NZX”) for the purpose of that information being made available to participants in

the market. That information can be found by visiting www.nzx.com/companies/SUM.

The Existing Bonds are the only debt securities of Summerset that are currently quoted and in the

same class as the Bonds.

Investors should look to the market price of the Existing Bonds referred to above to find out how the

market assesses the returns and risk premium for those bonds.

3
Indicative Terms Sheet

Summerset Group Holdings Limited

Issuer

Summerset Group Holdings Limited (“Summerset”)

Instrument

Fixed rate, guaranteed, secured, unsubordinated bonds (“Bonds”)

Status

The Bonds will be issued under the Trust Documents described above.

Principal and interest amounts in respect of the Bonds will be direct, secured,

unsubordinated obligations of the Issuer and rank pari passu with all other

unsubordinated obligations of the Issuer, except indebtedness preferred by law.

Guarantors

Consistent with the Guarantors for Summerset’s bank facilities.

Holders will have the benefit of the following coverage ratios:

• Total Assets of the Guaranteeing Group must comprise at least 90% of the

Total Assets of the Summerset Group; and

• EBITDA of the Guaranteeing Group for each rolling 12 month period must

not be less than 90% of EBITDA of the Summerset Group for that period.

Purpose

The proceeds of the Offer will be used to repay a portion of existing drawn

bank debt and for general corporate purposes of the Summerset Group.

The Offer will provide further diversification of funding sources and tenor for

the Summerset Group.

More broadly, the Summerset Group’s principal use of debt is to facilitate the

acquisition of land for development, and the development and construction

of retirement villages. The debt for a particular development is typically

repaid over the period the development is built and sold down.

Security

Holders will share the benefit of the same security package as Summerset’s

banks on a pro rata basis. The security is held by the Security Trustee.

The key securities that Summerset’s banks and Holders will have the benefit

of are set out below.

New Zealand Securities

• A second ranking mortgage over the land and permanent buildings of

each Village Registered Company incorporated in New Zealand, which

are the entities that operate Summerset’s registered retirement villages

in New Zealand. This ranks behind a first ranking mortgage in favour of

Public Trust (as the Statutory Supervisor of the relevant retirement village)

securing amounts and obligations owing to village residents.

• A first ranking mortgage over land and permanent buildings owned by

other Summerset Group companies (described as Non-Village Registered

Companies) incorporated in New Zealand, being undeveloped land and

land under development.

• A General Security Deed, which grants security over all assets of the

Guaranteeing Group companies incorporated in New Zealand.

However, the Statutory Supervisor has first rights to the proceeds

of security enforcement against the assets of the Village Registered

Companies incorporated in New Zealand.

Key Terms of the Bonds

4
Indicative Terms Sheet

Summerset Group Holdings Limited

Security

(continued)

The Statutory Supervisor is entitled to the proceeds of security

enforcement against all assets of the Village Registered Companies

incorporated in New Zealand, in priority to Summerset’s banks and Holders.

Summerset’s banks and Holders (including Holders of the Existing Bonds)

will share the remaining proceeds of security enforcement against the

assets of Village Registered Companies incorporated in New Zealand to

which the Security Trustee is entitled on a pro rata basis.

Australian Securities

• A second ranking mortgage over the land and permanent buildings of

any Village Registered Company incorporated in Australia. This ranks

second in priority behind a statutory charge against the land and

permanent buildings under s29 of the Retirement Villages Act 1986 (Vic)

securing amounts owing to village residents. Note that Summerset

does not currently have any Village Registered Companies in Australia,

but will do so after it registers its first retirement village in Victoria.

• A first ranking mortgage over any land and permanent buildings owned

by Non-Village Registered Companies incorporated in Australia, being

undeveloped land and land under development.

• A General Security Deed, which grants security over all assets of the

Guaranteeing Group companies incorporated in Australia.

There is no requirement to appoint a Statutory Supervisor or equivalent for

each Registered Village in Australia.

Financial

Covenant

LVR Covenant

Summerset will ensure, on each Test Date, that the ratio of:

a. Total Debt (which is effectively principal amounts outstanding under

Summerset’s bank facilities, bonds and any other secured facilities); to

b. Property Value of the Guaranteeing Group’s land and permanent

buildings that have been mortgaged to the Security Trustee,

is less than or equal to 50%.

A reported breach of the LVR Covenant in respect of a Test Date will be an

Event of Review. Summerset must then follow a process specified in the

Trust Deed to attempt to remedy the breach. If the breach has not been

remedied at the end of this process, an Event of Default occurs.

Distribution stopper

Guarantors are not permitted to make any Distributions to non-Guarantors

if an Event of Default or Event of Review is continuing.

Refer to the Trust Deed for more detail on Covenants that will

apply to the Bonds.

Credit Rating

The Bonds will not be rated.

5
Indicative Terms Sheet

Summerset Group Holdings Limited

Issue Amount

Summerset is offering up to $100,000,000 of Bonds with the ability to

accept oversubscriptions of up to $50,000,000 at Summerset’s discretion.

The Offer is not underwritten.

Opening Date

Monday, 7 September 2020

Closing Date

Bids due by 12pm, Friday, 11 September 2020

Rate Set Date

Friday, 11 September 2020

Issue Date and

Allotment Date

Monday, 21 September 2020

Expected Date of

Initial Quotation

Tuesday, 22 September 2020

Maturity Date

Tuesday, 21 September 2027

Interest Rate

The Interest Rate will be the sum of the Issue Margin and the Base Rate, but in

any case will be no less than the minimum Interest Rate of 2.30% per annum.

The Interest Rate will be announced by Summerset via NZX on or shortly

after the Rate Set Date.

Indicative Issue

Margin

The indicative range of the Issue Margin is 2.00% – 2.20% per annum.

Issue Margin

The Issue Margin (which may be above or below the Indicative Issue Margin

range) will be determined by Summerset in consultation with the Joint Lead

Managers following completion of the book-build process and announced

via NZX on or shortly after the Rate Set Date.

Base Rate

A mid-market rate for an NZD interest rate swap (adjusted to a quarterly basis

as necessary), for a term matching the period from the Issue Date to the

Maturity Date as calculated by the Arranger in consultation with Summerset,

according to market convention, with reference to Bloomberg page ‘ICNZ4’

(or any successor page) on the Rate Set Date (rounded to 2 decimal places,

if necessary, with 0.005 being rounded up).

Interest Payments

& Interest

Payment Dates

Interest will be payable quarterly in arrear in equal amounts on 21 March,

21 June, 21 September and 21 December of each year up to and including the

Maturity Date. The first Interest Payment Date will be 21 December 2020.

If an Interest Payment Date is not a business day, the due date for the

payment to be made on that date will be the next following business day

and no adjustment will be made to the amount payable as a result of the

delay in payment.

Early

Redemption

Neither Holders nor Summerset are able to redeem the Bonds before the

Maturity Date. However, Summerset may be required to repay the Bonds

early if there is an Event of Default.

6
Indicative Terms Sheet

Summerset Group Holdings Limited

Brokerage

Summerset will pay brokerage of 0.50% of the aggregate principal amount

of the amount issued plus 0.25% on firm allocations. Such amounts will be

paid to the Arranger who will distribute as appropriate to Primary Market

Participants and approved financial intermediaries.

Record Date

5.00pm on the tenth calendar day before the due date for that payment or, if

that day is not a business day, the preceding business day.

Issue Price

$1.00 per Bond

Minimum

Application

The minimum application is $5,000, with multiples of $1,000 thereafter.

Minimum Holding

Bonds with an aggregate principal amount of $5,000

How to Apply

All of the Bonds, including oversubscriptions, are reserved for clients of

the Joint Lead Managers, the Co-Manager, institutional investors and other

primary market participants invited to participate in the book-build. There

will be no public pool for the Offer. Accordingly, retail investors should

contact a Joint Lead Manager, the Co-Manager, their financial adviser or any

primary market participant for details on how they may acquire Bonds.

You can find a primary market participant by visiting

www.nzx.com/services/market-participants.

In respect of oversubscriptions or generally, any allotment of Bonds will be

at Summerset’s discretion, in consultation with the Joint Lead Managers.

Summerset reserves the right to refuse all or any part of an application

without giving any reason.

Each investor’s financial adviser will be able to advise them as to what

arrangements will need to be put in place for the investors to trade

the Bonds including obtaining a common shareholder number (CSN),

an authorisation code (FIN) and opening an account with a primary

market participant as well as the costs and timeframes for putting such

arrangements in place.

ISIN

NZSUMD0030L6

Transfers

Holders are entitled to sell or transfer their Bonds at any time subject to

the terms of the Trust Documents, the Selling Restrictions set out below

and applicable securities laws and regulations. Summerset may decline to

register a transfer of Bonds for the reasons set out in the Trust Documents.

The minimum amount of Bonds a Holder can transfer is $1,000, and

integral multiples of $1,000 thereafter. No transfer of Bonds or any part of

a Holder’s interest in a Bond will be registered if the transfer would result in

the transferor or the transferee holding or continuing to hold Bonds with an

aggregate principal amount of less than the minimum holding of $5,000

(other than zero).

7
Indicative Terms Sheet

Summerset Group Holdings Limited

NZX Quotation

Summerset will take any necessary steps to ensure that the Bonds are,

immediately after issue, quoted on the NZX Debt Market. Application

has been made to NZX for permission to quote the Bonds on the NZX

Debt Market and all the requirements of NZX relating thereto that can be

complied with on or before the distribution of this Indicative Terms Sheet

have been duly complied with. However, NZX accepts no responsibility

for any statement in this Indicative Terms Sheet. NZX is a licensed market

operator and the NZX Debt Market is a licensed market under the FMCA.

NZX Debt Market

Ticker Code

SUM030

Selling

Restrictions

The Bonds may only be offered for sale or sold in New Zealand in conformity

with all applicable laws and regulations in New Zealand. No Bonds may be

offered for sale or sold in any other country or jurisdiction except with the

prior consent of Summerset and in conformity with all applicable laws and

regulations of that country or jurisdiction and the selling restrictions contained

in this Indicative Terms Sheet.

This Indicative Terms Sheet may not be published, delivered or distributed in or

from any country or jurisdiction except under circumstances which will result in

compliance with all applicable laws and regulations in that country or jurisdiction

and the selling restrictions contained in this Indicative Terms Sheet.

By purchasing the Bonds, each Holder agrees to indemnify Summerset, the

Bond Supervisor, the Arranger, the Joint Lead Managers, the Co-Manager

and their respective directors, officers, employees and agents in respect

of any loss, cost, liability or expense sustained or incurred as a result of the

breach by the Holder of the selling restrictions set out above.

Governing Law

New Zealand

The dates set out in this Indicative Terms Sheet are indicative only and are subject to change.

Summerset has the right in its absolute discretion and without notice to close the Offer early,

to accept late applications, to extend the Closing Date or to choose not to proceed with the Offer.

If the Closing Date is extended, subsequent dates may be extended accordingly.

8
Indicative Terms Sheet

Summerset Group Holdings Limited

Other Information

Copies of the Trust Documents are available at Summerset’s website at

www.summerset.co.nz/bondoffer.

Any internet site addresses provided in this Indicative Terms Sheet are for reference only and, except

as expressly stated otherwise, the content of any such internet site is not incorporated by reference

into, and does not form part of, this Indicative Terms Sheet.

Investors should seek qualified independent financial and taxation advice before deciding to invest.

In particular, you should consult your tax adviser in relation to your specific circumstances. Investors

will also be personally responsible for ensuring compliance with relevant laws and regulations

applicable to them (including any required registrations).

For further information regarding Summerset, visit www.nzx.com/companies/SUM.


Contact Information

Issuer

Summerset Group Holdings Limited

Level 27, Majestic Centre

100 Willis Street

Wellington 6140

Registrar

Link Market Services Limited

Level 11, Deloitte Centre

80 Queen Street

Auckland 1010

Legal Adviser to Summerset

Russell McVeagh

Level 24, 157 Lambton Quay

Wellington 6011

Statutory Supervisor

Public Trust

Level 9, 34 Shortland Street

Auckland 1010

Bond Supervisor

The New Zealand Guardian Trust Company Limited

Level 2, 99-105 Customhouse Quay

Wellington 6011

Security Trustee

ANZ Bank New Zealand Limited

Level 25, ANZ Centre

23 - 29 Albert Street

Auckland 1010


Arranger and Joint Lead Manager

ANZ Bank New Zealand Limited

Level 10, ANZ Centre

171 Featherston Street

Wellington 6011

Joint Lead Manager

Jarden Securities Limited

Level 14, ANZ Centre

171 Featherston Street

Wellington 6011

Joint Lead Manager

Forsyth Barr Limited

Level 22, 157 Lambton Quay

Wellington 6011

Joint Lead Manager

Craigs Investment Partners Limited

158 Cameron Road

Tauranga 3110

Co-Manager

Hobson Wealth Partners Limited

Level 4, Australis Nathan Buildings

37 Galway Street, Britomart

Auckland 1010

---

Joint Lead ManagersCo-Manager
Retail Bond

Presentation

Summerset Group Holdings Limited

7 September 2020

Please read carefully before the rest of the presentation
This presentation has been prepared by Summerset Group Holdings Limited (SGHLor the Issuer) in relation to the offer of bonds described in this presentation (Bonds). The offer of the Bonds is made in reliance upon

the exclusion in Clause 19 of schedule 1 of the Financial Market Conduct Act 2013 (FMCA). The offer of SGHL’s unsubordinated, guaranteed, secured, fixed rate bonds have identical rights, privileges, limitations and

conditions (except for the interest rate and maturity date) as SGHL’s bonds maturing on 11 July 2023, which have a fixed rateof4.78 percent per annum, and bonds maturing on 24 September 2025, which have a fixed

rate of 4.20 percent per annum (the Existing Bonds). The Existing Bonds are currently quoted on the NZX Debt Market under ticker code SUM010 and ticker code SUM020 respectively.

SGHL is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX) for the purpose of that information being made available to participants in the market. That information

can be found by visiting www.nzx.com/companies/SUM. The Existing Bonds are the only debt securities of SGHL that are currently quoted and in the same class as the Bonds. Investors should look to the market price of

the Existing Bonds to find out how the market assesses the returns and risk premium for those bonds.

The information in this presentation is of general nature and does not constitute financial product advice, investment adviceorany recommendation by the Issuer, the Bond Supervisor, the Arranger, the Joint Lead

Managers, the Co-Manager or any of their respective directors, officers, employees, affiliates, agents or advisers to subscribe for, or purchase, any of the Bonds. Nothing in this presentation constitutes legal, financial, tax or

other advice.

The information in this presentation does not take into account the particular investment objectives, financial situation, taxation position or needs of any person. You should make your own assessment of an investment in

the Issuer and should not rely on this presentation. In all cases, you should conduct your own research on the Issuer and analysis of any offer, the financial condition, assets and liabilities, financial position and

performance, profits and losses, prospects and business affairs of the Issuer, and the contents of this presentation. A terms sheet dated 7 September 2020 (Terms Sheet) has been prepared in respect of the offer of the

Bonds. You should read the Terms Sheet before deciding to purchase the Bonds.

The information in this document has been obtained from sources which the Issuer believes to be reliable and accurate at the date of preparation, but its accuracy, correctness and completeness cannot be guaranteed.

None of the Arranger, Joint Lead Managers, Co-Manager nor any of their respective directors, officers, employees and agents: (a)accept any responsibility or liability whatsoever for any loss arising from this presentation or

its contents or otherwise arising in connection with the offer of Bonds; (b) authorised or caused the issue of, or made any statement in, any part of this presentation; and (c) make any representation, recommendation or

warranty, express or implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information, statement or opinion contained in this presentation and

accept no liability (except to the extent such liability is found by a court to arise under the Financial Markets Conduct Act2013 or cannot be disclaimed as a matter of law).

This presentation contains certain forward-looking statements with respect to the Issuer. All of these forward-looking statements are based on estimates, projections and assumptions made by the Issuer about

circumstances and events that have not yet occurred. Although the Issuer believes these estimates, projections and assumptions to be reasonable, they are inherently uncertain. Therefore, reliance should not be placed

upon these estimates or forward-looking statements and they should not be regarded as a representation or warranty by the Issuer, the directors of the Issuer or any other person that those forward-looking statements will

be achieved or that the assumptions underlying the forward-looking statements will in fact be correct. It is likely that actualresults will vary from those contemplated by these forward-looking statements and such variations

may be material.

The Bonds may only be offered for sale or sold in New Zealand in conformity with all applicable laws and regulations in New Zealand. This presentation may not be distributed and no Bonds may be offered for sale or sold

in any other country or jurisdiction except with the prior consent of the Issuer and in conformity with all applicable laws and regulations of that country or jurisdiction and the selling restrictions contained in the Terms Sheet.

Persons who receive this presentation and/or the Terms Sheet outside New Zealand must inform themselves about and observe allsuch restrictions. Nothing in this presentation is to be construed as authorising its

distribution, or the offer or sale of the Bonds, in any jurisdiction other than New Zealand and the Issuer accepts no liability in that regard.

Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market and all the requirements of NZX relating thereto that can be complied with on or before the distribution of the Terms Sheet

have been duly complied with. However, NZX accepts no responsibility for any statement in this document. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.

Certain financial information contained in this presentation is prepared on a non-GAAP basis. “Underlying profit” is a non-GAAPmeasure and differs from NZ IFRS profit. Underlying profit does not have a standardised

meaning prescribed by GAAP and therefore may not be comparable to similar financial information presented by other entities. The underlying profit measure is intended to assist readers in determining the realised and

non-realised components of fair value movement of investment property and tax expense in the Summerset Group’s income statement.The measure is used internally in conjunction with other measures to monitor

performance and make investment decisions. Underlying profit is a measure which the Summerset Group uses consistently acrossreporting periods.

Refer to slide 26 for a reconciliation of non-GAAP underlying profit to GAAP net profit after tax.

Disclaimer

2

Retail bond presentation

Agenda
1

2

3

5

4

Business overview

Funding and security structure

Financial performance

Appendices

3

Retail bond presentation

Offer terms and timetable

Bond offer further diversifies funding sources and provides tenor
Offer highlights

4

Retail bond presentation

▪Total bank debt facilities of approximately $750m and total retail bonds of $225m before the offer

▪Net debt of $622m as at 30 June 2020

▪This bond will be used to repay a portion of existing drawn bank debt and for general corporate purposes, and provide furtherdiversification of

funding sources and tenor

▪The existing bank debt facilities will remain in place providing funding headroom to continue our strong, well-managed development growth

Retail bond offerDetails

IssuerSummerset Group Holdings Limited (listed on the NZX and ASX)

BondsUnsubordinated, guaranteed, secured, fixed rate bonds of the Issuer

Guarantee and Security

Provided by the Issuer and each of the other Guarantors

Equal ranking with Summerset’s bank lenders and existing bondholders

Issue SizeUp to $100m with up to $50m oversubscriptions

Maturity7 year bonds maturing Tuesday 21 September 2027

RatingNot rated

QuotationApplication to quote the bonds on the NZX Debt Market (NZDX) has been made

Joint Lead ManagersANZ, Craigs Investment Partners, Forsyth Barr, and Jarden

Co-ManagerHobson Wealth Partners

Business
overview

Diversified portfolio throughout New Zealand and Australia
Summerset snapshot

6

Retail bond presentation

Informationasat30June2020unlessotherwisestated

Second largest retirement village developer in New Zealand
Summerset background

7

Retail bond presentation

▪Nationwide provider

▪Focus on continuum of care model

▪High quality care and facilities across all our villages

▪Memory care to be rolled out to all our new villages

▪Awarded Dementia Friendly accreditation by Alzheimers New

Zealand in April 2020 -reflecting 18 months work to make our

villages more accessible for those living with dementia

▪Villages designed to integrate into local communities

▪Customer centric philosophy –bringing the best of life

▪Internal development and construction model

▪Renewed our carbonzerocertification with ToitūEnvirocarein

January 2020 and are a member of the Climate Leaders Coalition

▪In 2018, we became the first retirement village and aged care

operator in New Zealand to be accredited by Certified Emissions

Measurement and Reduction Scheme (CEMARS)

SummersetProvides a ComprehensiveContinuum of Care

Independent

Living Units

Villa

Independent

Apartment

Assisted

Living

Serviced

Apartment

Specialised

Care

Rest Home

Care

Memory

Care

Hospital

Care

Services

Accommodation

Largest New Zealand land bank for a retirement village operator
Positioned for growth

8

Retail bond presentation

▪Land bank of 5,241 retirement units positions us well for further

delivery growth beyond FY20

▪A large and geographically diverse land bank allows delivery over a

greater number of sites, providing flexibility to capitalise on positive

market opportunities

▪Eight greenfield sites in New Zealand at Blenheim, Cambridge,

Lower Hutt, Milldale, Parnell, Prebbleton, Rangiora, and Waikanae

▪Two greenfield sites in Australia at Cranbourne North (Melbourne),

and Torquay (Victoria)

▪Have lodged development approval application for Cranbourne North

and hope to receive approval and start preliminary earthworks later

this year

▪Secured “approved provider” status from the Department of Health in

Australia to deliver residential aged care and home care services

-

5

10

15

20

25

1H171H181H191H20

Number of sites

Summerset development pipeline

Design/consentingConstruction

* Based on most recent results presentations

0

1,000

2,000

3,000

4,000

5,000

6,000

SUMPeer APeer BPeer CPeer D

Retirement units

New Zealand land bank comparison*

Operational overview
9

Retail bond presentation

OperationsCash flows

1.

Aged care

services

Provision of care in serviced apartments,

memorycare apartments, rest home, hospital and

memory care facilities

■Provide a high standard of quality aged

care services

■Rest home, hospital and memory care fees

■Stable cash flows

■Includes government funding for specified contracted

services

2.

Asset

management

Daily operation of integrated retirement and aged

care communities

■Manage a portfolio of retirement village and aged

care assets

■Manage ongoing sales of Occupation Rights

■Refurbish periodically to maintain

economic value

■Deferred management fees (DMF) –primary source of

income for established villages

■Gains on resale of Occupation Rights

■Weekly resident levies and village service

fees –stable cash flows, contribute to operational costs

3.

Retirement

village

development

Design and construction of integrated retirement

and aged care communities

■Cost efficient quality construction of villages

specifically designed for older residents

■Build villages that integrate into the local

environment, providing residents with warm,

welcome and vibrant communities

■Occupation Right sales

■Development margin

Prevention of COVID-19 in our villages and care centres remains our priority
COVID-19 response

10

Retail bond presentation

▪Focus continues to be on our

residents and COVID-19 prevention

▪Care facility occupancy remains

strong at over 96%

▪Maintaining good PPE stocks to

respond effectively to outbreaks

▪Overwhelming support from families

and residents to our COVID-19 plan

▪Planned early to ensure systems and

supplies were in place ahead of time

▪Our response includes extra staffing,

separated team rosters, temperature

scanning, the use of face masks and

PPE plus additional cleaning

protocols

▪Implemented pay increases in April-

May lockdown period for care staff

▪Continue to support staff to safely

work from home

▪Remaining vigilant in response to the

ongoing COVID-19 pandemic

▪Focused on security and safety to

ensure our villages remain a safe

environment for residents

▪Maintaining strict entry conditions

during lockdowns

▪Providing initiatives to keep residents

connected, informed and happy

throughout lockdowns

Prevention of COVID-19 in our villages and care centres remains our priority
COVID-19 response

11

Retail bond presentation

Total sales contracts per month 2019 vs 2020*

20192020

▪Sales and settlements rebounded well

following the April-May 2020 lockdown

▪Increased enquiry seen at our sites

▪The appeal of our villages has been

enhanced as residents see the

protections and support they provide

▪Customer experience tools improved

to assist current and future residents

to navigate outbreaks, including virtual

tours and Moving Made Easy package

COVID-19

Lockdown**

Second

outbreak***

▪Strong financial disciplines upheld

▪Bank debt headroom of around 45%

before this bond issue

▪Bank and bond LVR remains

appropriate at 37.9% (35.9% at

FY19)

▪Flexibility within our diversified and

low capital intensive broad acre sites

to adjust to market conditions quickly

▪1H20 underlying profit of $45.1m

despite impacts of COVID-19

▪Net operating cash flows of $92.8m

in 1H20, in line with 1H19

▪Total assets of $3.4b at 1H20, up

13% on 1H19

▪Embedded value of $765.7m at

1H20, up 10% on 1H19

*JanuarytoJuly2020**Between23rdMarch2020to8

th

June2020***Aucklandregionmovesbackintolockdownalertlevelthree,12

th

August2020

Overwhelming appreciation from residents, family and friends
Resident and family feedback

12

Retail bond presentation

23 years of consistent delivery and growth
Summerset growth

13

Retail bond presentation

--

129

219

407

470

528

652

732

795

921

983

1,109

1,272

1,364

1,486

1,646

1,855

2,116

2,419

2,828

3,278

3,732

4,086

129

90

188

63

58

124

80

63

126

62

126

163

80

122

160

209

261

303

409

450

454

354

139

129

219

407

470

528

652

732

795

921

983

1,109

1,272

1,352

1,486

1,646

1,855

2,116

2,419

2,828

3,278

3,732

4,086

4,225

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

199719981999200020012002200320042005200620072008200920102011201220132014201520162017201820191H20

Total retirement units in portfolio

Summerset build rate

Existing unitsNew retirement units delivered

2011existingstockincluded12unitsacquiredaspartoftheNelsonsitepurchase

Our product
14

Retail bond presentation

Ellerslie

Richmond

Rototuna

Funding and
security

structure

Purpose of debt
16

Debt is principally used to develop Summerset villages across New Zealand

and Australia

▪Summerset uses debt to fund the acquisition of land for future

development, and the development of land into villages

▪Debt is recycled out of completed village developments, into new

developments, as Occupation Right sales occur

▪The proposed bond issue will provide further diversification of funding

sources and tenor

▪Summerset has a bank facility limit of approximately $750.0m and

$225.0m of existing retail bonds

▪The current weighted average debt maturity profile of 3.2 years will

lift to 3.5 years on issuance of the proposed bond*

▪If Summerset stops development activities, debt could typically be

repaid over a short period of time

Retail bond presentation

*Assumingissuanceofa7year$100mretailbond

$m

$50m

$100m

$150m

$200m

$250m

$300m

$350m

FY20FY21FY22FY23FY24FY25FY26FY27

Debt maturity profile*

Bank facilityRetail bond (SUM010)Retail bond (SUM020)New retail bond*

$221m
$292m

$60m

$158m

$-

$100m

$200m

$300m

$400m

$500m

$600m

$700m

$800m

$900m

$1,000m

Net debt 1H20Underlying assets 1H20

Net debt to underlying assets -1H20

Net debtUndeveloped landDevelopment WIP

Unsold stock (contracted)Unsold stock (uncontracted)

Composition of drawn debt

17

Development assets exceed the value of net debt

▪Development projects are debt funded. Development assets

exceeded the value of net debt by $109.6m as at 30 June 2020

▪Debt is principally associated with development activities

▪Development assets could be realised to reduce debt over a short

period of time

▪Debt will fluctuate depending upon the level of acquisition and

development activities

▪Internal property development team allows Summerset to exercise

control over the development and construction phase

Retail bond presentation

Debt holders have benefit of core earnings generation from the

business in addition to development asset backing

*Amountsroundedtonearest$100k

**Includesinterestrateswapsandaccruedinterest

Net debt reconciliation (NZ$m)1H20*

Net debt621.9

Cash and cash equivalents13.0

Capitalised & amortised bond issue costs and fair value

movement on hedged borrowings

19.9

Interest-bearing loans and borrowings (per financial

statements)

654.8

Reverse out capitalised & amortised bond issue costs

and fair value movement on hedged borrowings

(19.9)

Other unsubordinated liabilities**15.1

Total bank and bond debt650.0

$622m

$732m

$109.6m excess assets

The Issuer and Guaranteeing Group
18

Listed entity Summerset Group Holdings Limited is the Issuer

Retail bond presentation

Listed Bond Issuer

and Debtor

Bank Debt

Borrower and

Debtor

Retirement Village

Debtor

Debtor

Summerset Group Syndicated Lending Structure Simplified –as at 7 September 2020

Summerset

Group Holdings

Listed Bond Issuer

Total assets:

$22m

Summerset

Holdings

Bank Debt Borrower

Total assets:

$10m

10 NZ Non-Village

Registered

Companies

(any land bank sites to be

developed)

Total assets:

$208m

10 NZ Non-Village

Registered

Companies

(non-land holding

entities)

Total assets:

$51m

29 NZ Village

Registered

Companies

Total assets:

$3,081m

Statutory

Supervisor

Staff Share

Scheme

Security Trustee

Bond Supervisor

Banks

▪Assets secured by

first ranking

mortgages: $177m

▪Other assets: $31m

▪Assets secured by second

ranking mortgages behind

Statutory Supervisor, second

equal with banks: $3,057m,

and $1,692m after deducting

loans to residents secured by

the Statutory Supervisor

▪Other assets: $24m

First ranking

mortgages and

rights to other

security proceeds

Total asset values as at

30 June 2020

Summerset Group

Total assets

$3,433m

Guaranteeing Group

100%

100%

in each

100%

in each

100%

in each

Other

Summerset

Entities

100%

in each

Summerset

Holdings (Australia)

Bank Debt Borrower

Total assets:

$0m

100%

7 AU Non-Village

Registered

Companies

(non-land holding

entities)

Total assets:

$4m

100%

in each

2 AU Non-Village

Registered

Companies

(any land bank sites to be

developed)

Total assets:

$57m

100%

in each

▪Other assets: $57m

100%

AllnumbersareexpressedinNZD

Totalassetsofthe

Guarantorsmustbeatleast

90%ofSummersetGroup’s

assetsandEBITDAofthe

Guarantorsmustbeatleast

90%oftheEBITDAofthe

SummersetGroup

$3.4b
$2.1b

$1.1b

$0.0b

$1.4b

$0.7b

$0.3b

$-

$0.5b

$1.0b

$1.5b

$2.0b

$2.5b

$3.0b

$3.5b

$4.0b

Total assetsLiabilities

preferred by

law*

Residents'

loans

Assets

remaining

Total bank

and bond

debt

Other

liabilities**

Total equity

Summerset Group -1H20 balance sheet

Security

19

Assets of $2.1b available as security as at 30 June 2020 excluding residents’

loans

▪Total assets as at 30 June 2020 of $3.4b

▪Assets of $2.1b, net of residents’ loans, supporting net debt of

$621.9m as at 30 June 2020

▪Investment property value of $3.2b across Auckland (37%),

regional North Island (28%), the Wellington region (13%), the

South Island (20%), and Australia (2%)***

▪ANZ is Security Trustee for both the bonds and the bank debt

▪The New Zealand Guardian Trust Company Limited is the Bond

Supervisor

Retail bond presentation

*Liabilitiespreferredbylawincludeemployeeentitlements,InlandRevenue,andrightsofcreditorspreferredbylaw

**Otherliabilitiesincludeitemssuchastradeandotherpayables,revenuereceivedinadvance,anddeferredtaxliabilities

***Percentagesroundedandbasedoninvestmentpropertyvalueexcludingthevalueofnon-landcapitalworkinprogress

Manager’sinterestinretirement

villages,carecentres,andother

assets

Security
20

Bondholders on an equal ranking security basis with bank lenders

▪The bonds share the security provided by the Guaranteeing Group on an equal ranking basis with Summerset’s bank lenders as per the

Security Trust Deed

▪The Statutory Supervisor’s mortgage is for the protection of residents’ rights and does not give the Statutory Supervisor discretion to

demand repayment of residents’ loans

▪The security ranking of the bonds and bank lenders is outlined in the table below

Retail bond presentation

Entity typeAssetsNew Zealand security*Australia security*

Village Registered Companies

Land and permanent

buildings

Second ranking mortgage

(behind a first mortgage in favour of the Statutory

Supervisor)

Second ranking mortgage

(behind a Statutory Charge protecting amounts owing to

village residents)**

Other assets

General security deed***

(Statutory Supervisor has first rights to proceeds of

enforcement)

First ranking rights to proceeds of enforcement***

Non-Village Registered Companies

All assets (including any

land and permanent

buildings, and other

assets)

First ranking mortgage and general security deed***First ranking mortgage and general security deed***

*Subjecttotherightsofcreditorspreferredbylaw,asdetailedonslide19

**NotethatSummersetdoesnotyethaveanyVillageRegisteredCompaniesinAustralia

***Theinterestsofcertainothercreditors(describedas‘otherliabilities’onslide19)mayalsorankaheadofthebondsandSummerset’sbanklenders

Security
21

Bondholders on an equal ranking security basis with bank lenders

Retail bond presentation

▪In the event of financial difficulties, Summerset can:

▪Reduce debt by slowing development

▪Rely on core earnings. The business currently carries no core debt*

▪Sell undeveloped land

▪Sell villages as a going concern –debt holders have first ranking security over the shares of all Village Registered Companies (sale

must be to a party with requisite management skills pursuant to Statutory Supervisor approval requirements)

*Developmentassetsexceededthevalueofnetdebtby$109.6masat30June2020(seeslide17)

Resident protections
22

Resident rights protected by a Statutory Supervisor in New Zealand and by a

Statutory Charge in Victoria, Australia

▪Residents in both New Zealand and Australia purchase Occupation Rights in Summerset’s villages by providing a non-demand repayable,

interest free loan

▪The contractual arrangements are documented under an Occupation Right Agreement in New Zealand and a Residence Contract in

Victoria

▪Residents’ loans have no set term and are non-interest bearing. In New Zealand, they are repayable on resale of the Occupation Right

Agreement (using proceeds received from the new resident). In Victoria, they are repayable within six months of the residentvacating the

unit or on resale of the Residence Contract (whichever is earlier)

New Zealand protections

▪The rights of New Zealand retirement village residents under an Occupation Right Agreement are protected by the security held by the

Statutory Supervisor

▪This ensures that if a Registered Retirement Village in New Zealand has financial problems, the residents’ rights to continue to occupy their

retirement units are protected, and the residents’ rights to receive their repayment sums are protected

Victorian protections

▪There is no requirement to appoint a Statutory Supervisor or equivalent for retirement villages in Victoria

▪The rights of Victorian retirement village residents under a Residence Contract are protected by a Statutory Charge under s29ofthe

Retirement Villages Act 1986 (Vic). If Summerset fails to pay amounts owing to residents after they have obtained judgment against

Summerset, the Statutory Charge can be enforced by residents on application to the Supreme Court

Retail bond presentation

34.0%
31.4%

32.3%

35.9%

37.9%

20%

25%

30%

35%

40%

45%

50%

FY16FY17FY18FY191H20

Loan to value ratio

Loan to value ratio covenant

23

Significant headroom on loan to value ratio (LVR) covenant

▪Key terms of bond LVR covenant:

▪LVR must not exceed 50%

▪Reported breach of LVR on a test date is an Event of Review

▪If an Event of Review occurs, Summerset will have 90 days to put

a remediation plan in place, then a further 180 days to remedy the

breach. If not remedied, this will result in an Event of Default

▪During any Event of Review or Event of Default, Guarantors are

not permitted to make any distributions to non-Guarantors

▪Bond LVR covenant is calculated in the same way and has the same limit

as the bank LVR covenant. Banks have a more detailed covenant

package including a minimum interest cover ratio

▪Bondholders benefit from cross acceleration provisions

▪All ratios are well within bank and bond covenant requirements

Retail bond presentation

Covenantlevel

Financial
performance

Financial performance overview
25

Consistent asset growth over time

Retail bond presentation

$93m

$93m

$93m

$86m

$84m

$145m

$125m

$121m

$108m

$0m

$50m

$100m

$150m

$200m

$250m

20202019201820172016

Net operating cash flow

1H2H

$45m

$48m

$45m

$36m

$25m

$58m

$53m

$46m

$32m

$0m

$20m

$40m

$60m

$80m

$100m

$120m

20202019201820172016

Underlying profit*

1H2H

$3,433m

$3,338m

$2,766m

$2,233m

$1,707m

$0m

$500m

$1,000m

$1,500m

$2,000m

$2,500m

$3,000m

$3,500m

$4,000m

20202019201820172016

Total assets

1H2H

$1m

$93m

$96m

$90m

$51m

$83m

$118m

$150m

$95m

$0m

$50m

$100m

$150m

$200m

$250m

$300m

20202019201820172016

IFRS profit

1H2H

* Underlying profit differs from NZ IFRS reported profit after tax. Refer to disclaimer on slide 2

128

329

339

382

414

136

323

301

300

244

0

100

200

300

400

500

600

700

800

1H 20202019201820172016

Sales of Occupation Rights

New salesResales

$821m

$838m

$695m

$509m

$289m

$0m

$100m

$200m

$300m

$400m

$500m

$600m

$700m

$800m

$900m

20202019201820172016

Retained earnings

1H2H

Income statement
26

1H20 net profit after tax of $1.0m

▪1H20 IFRS NPAT of $1.0m a result of fair value movement

in investment property of -$14.7m

▪Fair value movement impacted by material adjustments in

short term house price inflation growth rates and discount

rates applied by our independent valuers, CBRE

▪Summerset achieved a fair value gain in 1H20 of $37.3m

from retirement unit pricing and the delivery of 139 new

units. Theassumption changes by CBRE had a negative

impact on fair value of -$51.9m

▪Underlying profit** of $45.1m in 1H20 –highlights the

strength of Summerset’s core business

▪Total sales volume for the half was down only 5% on 1H19

despite COVID-19 restrictions being in place for around

35% of 1H20

Retail bond presentation

IFRS profit (NZ$m)1H20*FY19*FY18*

Total revenue82.0153.9137.0

Fair value movement of investment property(14.7)165.3209.9

Total income67.4319.2346.9

Operating expenses(57.8)(122.4)(112.4)

Depreciation & amortisation(3.9)(7.8)(6.7)

Net finance costs(8.3)(15.4)(11.6)

Net profit/(loss) before tax(2.7)173.6216.2

Income tax credit/(expense)3.71.7(1.7)

Net profit after tax1.0175.3214.5

Reconciliation of underlying profit (NZ$m)1H20*FY19*FY18*

Net profit after tax1.0175.3214.5

Add/(less) fair value movement of investment

property

14.7(165.3)(209.9)

Add realised gain on resales15.736.928.7

Add realised development margin17.461.063.7

Add income tax (credit)/expense(3.7)(1.7)1.7

Underlying profit45.1106.298.6

*Amountsroundedtonearest$100k

**TheDirectorshaveprovidedanunderlyingprofitmeasuretoassistreadersin

determiningtherealisedandnon-realisedcomponentsoffairvaluemovementof

investmentpropertyandtaxexpense.EYreviewshalfyearresultsandauditsfullyear

results.Refertoslide2forfurtherinformationonunderlyingprofit

Cash flows
27

Net operating cash flow in line with 1H19

▪Significant net operating cash flows of $92.8m for 1H20 and

$237.9m for FY19

▪Net operating business cash flow of $16.5m, up $12.3m or

297% on 1H19 highlighting strong growth in our core

business functions

▪Net operating cash flows are up 17% on a cumulative

average growth rate over the last nine years**

▪Investing cash flows of $123.5m at 1H20 relative to debt of

$634.9m***

▪Dividend policy is to pay 30% to 50% of underlying profit.

This has typically been paid at the lower end of the range

Retail bond presentation

*Amountsroundedtonearest$100k

**Compoundannualgrowthrate.Annualised1H20resultcomparedtoFY11

***Facevalueofdrawnbankdebtandretailbonds.Excludescapitalisedandamortised

bondissuecosts,andfairvalueadjustmentonhedgedborrowings

****Netoperatingbusinesscashflowisequaltonetoperatingcashflowlessreceiptsfor

residents’loans–newsales

Cash flows (NZ$m)1H20*FY19*FY18*

Net operating business cash flow****16.528.530.5

Receipts for residents' loans -new sales76.3209.4187.3

Net operating cash flow92.8237.9217.8

Purchase of land(10.9)(57.3)(54.7)

Construction of new IP & care facilities(100.9)(248.2)(213.7)

Refurb of existing IP & care facilities(3.9)(7.3)(6.4)

Other investing cash flow(2.7)(3.7)(6.2)

Capitalised interest paid(5.1)(10.8)(9.3)

Net investing cash flow(123.5)(327.4)(290.4)

Net proceeds from borrowings41.6135.6103.7

Dividends paid(11.1)(19.5)(19.7)

Other financing cash flow(8.3)(12.6)(11.5)

Net financing cash flow22.2103.572.5

Balance sheet
28

Total assets of $3.4b with $2.1b assets available as security excluding

residents’ loans

▪Total assets of $3.4b, principally from 31 villages Summerset has

completed or has under development

▪Net assets of $1.1b and retained earnings of $821.4m as at 30

June 2020

▪Net debt of $621.9m as at 30 June 2020

▪Total bank facility of approximately $750.0m with staged maturities

over the next four years -$315.0m matures in March 2022,

approximately $125.0m in November 2023, and $310.0m in

November 2024

▪Total retail bonds of $225.0m with $100.0m (SUM010) maturing in

July 2023 and $125.0m (SUM020) maturing in September 2025

▪Residents’ loans reflect net payments by residents to occupy the

residences they live in while living in a Summerset village. Once

residents terminate their occupancy the receipts from a new

resident are used to repay the outgoing resident

▪Investment property is revalued on a semi-annual basis, and care

assets every three years (unless there is an indication of a

significant change in fair value)

Retail bond presentation

*Amountsroundedtonearest$100k

**Facevalueofdrawnbankdebtandretailbonds.Excludescapitalisedandamortisedbond

issuecosts,andfairvalueadjustmentonhedgedborrowings

***Netassetsincludessharecapital,reserves,andretainedearnings

****Embeddedvalueisthequantumofcontractuallyaccrueddeferredmanagementfeesand

otherunrealisedgainsthatwouldbereceivedincashifallSummerset’sOccupationRightswere

terminated,resoldandsettled

Balance sheet (NZ$m)1H20*FY19*FY18*

Investment property3,2063,1072,585

Other assets227.1230.9181.3

Total assets3,4333,3382,766

Residents' loans1,3651,3281,137

Loans & bonds at face value**634.9587.1451.5

Other liabilities319.3291.3199.3

Total liabilities2,3192,2061,788

Net assets***1,1131,132978.8

Embedded value****765.7752.7609.1

NTA (cents per share)491.3502.0438.4

Offer terms and
timetable

Key terms of the offer
30

Retail bond presentation

SummaryDetail

Issuer

Summerset Group Holdings Limited

Instrument

Guaranteed, secured, unsubordinated, fixed rate bonds

Security

Bondholders share the benefit of the same security package as bank lenders. In New Zealand, the Statutory Supervisor has first rights to the

proceeds of security enforcement against all assets of the Village Registered Companies in New Zealand, and the bank lenders andbondholders

share the remaining proceeds to which the Security Trustee is entitled on a pro rata basis

In Australia, a Statutory Charge against the land and permanent buildings of any Village Registered Companies in Victoria secures the rights of

village residents and ranks ahead of the Security Trustee’s mortgage. The Security Trustee holds first ranking security overall other assets of any

Village Registered Companies in Victoria

Bank lenders and bondholders have first rights to the proceeds of security enforcement against all assets of Guarantors that areNon-Village

Registered Companies, in both Australia and New Zealand. The proceeds of enforcement available to the Security Trustee may be reduced by the

claims of certain creditors (described as ‘other liabilities’ on slide 19)

Guarantee

Guaranteed by the Guaranteeing Group, consistent with bank lenders and existing bonds. Total assets of the Guarantorsmust be at least 90% of

Summerset Group’s assets and EBITDA of the Guarantors must be at least 90% of the EBITDA of the Summerset Group

Tenor and Maturity Date

7 years, maturing 21 September 2027

Offer Amount

Upto $100,000,000, with the ability to accept oversubscriptions of up to $50,000,000 at the discretion of the Issuer

Credit Rating

Unrated

Interest Rate

Sum of theIssue Margin and the Base Rate, but in any case will be no less than the minimum Interest Rate. The Interest Rate will be announced by

the Issuer via NZX on or shortly after the Rate Set Date

Interest Payment

Quarterly inarrear in four equal payments

Early Redemption

Neither Holders nor the Issuer are able to redeem the Bonds before the Maturity Date.However, the Issuer may be required to repay the Bonds

early if there is an Event of Default

Financial Covenant

The Issuer to ensure the LVR* covenant: Total Debt / Property Value <=50%

A reported breach of the LVR covenant on a test date is an Event of Review, which if not remedied will result in an Event of Default

Dividend Stopper

Guarantors are not permitted to make a distribution to non-Guarantors if an Event of Review or Event of Default is continuing

Brokerage

0.50% of the amount issued plus 0.25% on firm allocations, paid by the Issuer

Issue Price & Minimum Denominations

Issue priceof par $1.00. The minimum denomination is $5,000 and in multiples of $1,000 thereafter

Listing

Application has been made to NZX to quote the Bonds on the NZXDebt Market under the ticker code SUM030

*LVR=LoantoValueRatio

Key dates of the offer
31

Offer open 7 September to 11 September 2020

Retail bond presentation

Retail bond offerDate

Opening Date

7 September 2020

Firm Bids Due

Friday, 11 September 2020, 12pm

Closing Date and Rate Set Date

11 September 2020

Issue Date and Allotment Date

21 September 2020

Expected Date of Initial Quotation on the NZX Debt Market

22 September 2020

Interest Payment Dates

21 March, 21 June, 21 September, 21 December

First Interest Payment Date

21 December 2020

Maturity Date

21 September 2027

Investment highlights
32

Retail bond presentation

1.

Compellingfundamentalsin the retirement village and aged care sector, driven by an ageing population

and increasing market penetration

2.

Well positioned for growthwith largest New Zealand land bank for a retirement village operator, two

greenfield sites in Australia, and a successful track record of delivering new retirement units and care beds

3.

Strong cash flow, financialperformance,and earnings growthpotential from a maturing village profile,

growing aged care contribution, development pipeline and development efficiencies

4.Strong balance sheet with quality assets and a prudent capital structure

5.

Funding is primarily used as working capitalto fund developments through their lifecycle, with debt

recycled out of villages into new developments as they are built and sold down

6.

Strong corporate governance and experienced management team, with a commitment to following

best-practice governance structures and principles

Questions?
33

Retail bond presentation

Appendices

Board of directors
35

Retail bond presentation

General Manager

Development Australia

Rob Campbell (CNZM) –Chair, Independent

RobistheChairoftheBoard.Hehasover40years’experienceasadirector

andaninvestor.HeiscurrentlytheChairofSKYCITYEntertainmentGroup,

WELGroup,TourismHoldingsandadirectorofPrecinctPropertiesNZ.Rob

hasbeenChairofSummersetsince2011,whenhewasappointedto

SummersettoleaditslistingontheNZX.In2019,Robwasawardedthe

CompanionoftheNewZealandOrderofMerit(CNZM).

Dr Marie Bismark–Independent

MarieistheChairofSummerset’sClinicalGovernanceCommittee.Sheholds

degreesinlaw,medicine,bioethicsandpublichealth,andhascompleteda

HarknessFellowshipinHealthcarePolicyatHarvardUniversity.Marieworks

asapsychiatryregistrarwithMelbourneHealth,andasanAssociate

ProfessoratMelbourneUniversity.Marieisanexperiencedcompany

director,servingontheboardofGMHBAHealthInsuranceandonthe

Veterans’HealthAdvisoryPanel.MariehasbeenadirectorofSummerset

since2013.

James Ogden –Independent

JamesistheChairofSummerset’sAuditCommittee.HeisadirectorofVista

GroupInternationalandFoundationLife(NZ).JamesistheChairofthe

InvestmentCommitteeofPencarrowPrivateEquity.Jameshashadacareer

asaninvestmentbanker,includingsixyearsasCountryManagerfor

MacquarieBankandfiveyearsasadirectorofCreditSuisseFirstBoston.He

alsoworkedintheNewZealanddairyindustryforeightyearsinchief

executiveandfinanceroles.HeholdsaBachelorofCommerceand

AdministrationwithFirstClassHonours,andisaCharteredFellowofthe

InstituteofDirectorsandaFellowofCAANZ.Jameshasbeenadirectorof

Summersetsince2011.

GráinneTroute–Independent

GráinneistheChairofSummerset’sPeopleandCultureCommittee.Sheisa

CharteredMemberoftheInstituteofDirectorsandisalsoChairofTourism

IndustryAotearoaandadirectorofTourismHoldingsandInvestoreProperty.

Gráinneisaprofessionaldirectorwithmanyyears’experienceinsenior

executiveroles.ShewasGeneralManager,CorporateServicesatSKYCITY

EntertainmentGroupandManagingDirectorofMcDonald’sRestaurants

(NZ).ShealsoheldseniormanagementroleswithCoopersandLybrand

(nowPwC)andHRConsultancyRightManagement.Shehasalsospent

manyyearsasatrusteeandChairinthenot-for-profitsector,including

havingbeentheChairofRonaldMcDonaldHouseCharitiesNewZealandfor

fiveyears.GráinnehasbeenadirectorofSummersetsince2016.

Anne Urlwin–Independent

AnneistheChairofSummerset’sDevelopmentandConstructionCommittee.

Sheisaprofessionaldirectorwithexperienceinadiverserangeofsectors

includingconstruction,health,telecommunications,infrastructure,regulation

andfinancialservices.SheistheDeputyChairofSouthernResponse

EarthquakeServices,andadirectorofPrecinctPropertiesNewZealand,Tilt

RenewablesandSteel&TubeHoldings.OtherdirectorshipsincludeCityRail

LinkandCignaLifeInsuranceNewZealand.AnneisaCharteredAccountant

withexperienceinseniorfinancemanagementrolesinadditiontoher

governanceroles.AnnehasbeenadirectorofSummersetsince2014.

Dr Andrew Wong –Independent

AndrewistheManagingDirectorofMercyAscotHospitalsandHealthCare

Holdings,havingheldthesepositionssince2009.Heholdsamedicaldegree

andhaspreviouslypractisedasaPublicHealthMedicinespecialist.Andrew

isalsoadirectorofanumberofmedicalorganisations.Thesecoveradiverse

rangeofareassuchassurgicalhospitals,daysurgeries,diagnosticradiology

andcancercare.AndrewhasbeenadirectorofSummersetsince2017.

Venasio-Lorenzo Crawley –Independent

Venasio-LorenzowasappointedadirectorofSummersetin2020.Heis

currentlytheChiefCustomerOfficeratContactEnergycoveringadiverse

rangeofareasincludingstrategy,pricing,finance,digital,callcentresand

healthandsafety.HeisalsoanAdvisoryBoardMemberatAuckland

UniversityofTechnologyandwasaFutureDirectorforTheWarehouse

Groupduring2017-2018.HeholdsanMBAandBAfromSteinbeisUniversity

inGermanyandhasstudiedattheDardenSchoolofBusinessviaVirginia

StateUniversity.

Highly experienced management
36

Retail bond presentation

AARON SMAIL

General Manager

Development Australia

General Manager

Development

Julian Cook –Chief Executive Officer

JulianhasoverallresponsibilityforSummersetandisfocusedondeveloping

andoperatingvibrantvillages,andensuringthatrespectforourcustomersis

alwaysatthecoreofeverythingwedo.PriortobecomingCEOin2014,

JulianwasSummerset’sChiefFinancialOfficerafterjoiningSummersetin

2010.HeoversawSummerset’stransitiontobecomeapubliclylisted

companyontheNewZealandStockExchangeandtheAustralianSecurities

Exchange.JulianisamemberoftheExecutiveCommitteefortheNew

ZealandRetirementVillagesAssociation.

Scott Scoullar –Deputy Chief Executive Officer and

Chief Financial Officer

Scotthasoverallresponsibilityforthefinancialmanagementofthecompany

andcorporateservicesfunctions.BeforejoiningSummersetin2014,Scott

heldCFOrolesatHousingNewZealandandInlandRevenue.Scottwas

namedCFOoftheYearattheNewZealandCFOSummitAwardsin2019

andwasNZICA’sPublicSectorCFOoftheYearin2011.Scottisalsoa

FellowofCPAAustraliaandamemberofCAANZ.

Dave Clegg –General Manager Human Resources

DaveisresponsibleforleadingSummerset’sHumanResourcesandHealth

andSafetyteamstobuildandgrowSummerset’speoplecapability,wellbeing

andengagement.BeforejoiningSummersetin2018,DavewastheGeneral

ManagerofPeopleandCultureatSteel&Tube.Davehasover25years’

experienceinhumanresourcesleadershiprolesinNewZealandand

overseas.DaveholdsanMBAfromSouthernCrossUniversityinAustralia.

Fay French –General Manager Sales

FayleadsournationalsalesteamandcanbefoundatSummerset’s

WellingtonofficeoratoneofourmanyNewZealandvillages.Fayhasa

breadthofexperienceacrosssales,hospitalityandthehealthsector.Priorto

joiningSummersetin2015,sheheldasalesleadershiproleataNew

Zealande-commerceplatform,whereshewasresponsibleforleadingateam

ofbusinessdevelopmentmanagers.Trainedasaregisterednurse,Fayhas

workedinvariousnursingrolesandmedicalsalesforRoche

Pharmaceuticals.

Paul Morris –General Manager Development

Australia

PaulleadsSummerset’sinvestigationofdevelopmentopportunitiesinthe

Australianmarket.PaulhasbeenwithSummersetsinceearly2000.He

commencedintheGMDevelopmentAustraliarolein2018,havingpreviously

beenGMDevelopmentNewZealandsince2003.

Aaron Smail –General Manager Development

AaronleadsSummerset’sdevelopmentteaminNewZealand,whichcovers

identifyingandpurchasingnewsites,projectfeasibilities,consents,design

concepts,masterplanninganddesignstandardsforvillages.Previousroles

inhis25plusyearsofpropertyanddevelopmentexperienceincludesenior

positionsatToddPropertyGroupandKiwiProperty.Aaronhasbeenwith

Summersetsince2015.

Dean Tallentire –General Manager Construction

Deanleadsourconstructiongroupcoveringdesignmanagement,building

consents,procurement,costmanagement,constructionmanagement,and

administrationsupportteams.DeanjoinedSummersetinJanuary2015

followingextensiveconstructionanddevelopmentexperiencewithFletcher

Buildingandoverseascompanies.Hehasledteamsinthepublicandprivate

sectorswithinbothdeveloperandmaincontractorenvironments,andis

currentlyageneraldirectorontheSiteSafeBoard.

Eleanor Young –General Manager Operations and

Customer Experience

EleanoroverseestheoperationalperformanceacrossallSummersetvillages.

HerfocusonserviceexperienceanddeliveryensuresSummerset’sresidents

receivethehighestqualityfacilitiesandcare.BeforejoiningSummersetin

2016,EleanorheldseniorrolesatInlandRevenue.Thisincludedfouryears

astheGroupManagerofCustomerServices.Eleanorhasabackgroundin

humanresourceswithinboththepublicandprivatesectors,havingworkedin

managerialrolesfortheMinistryofSocialDevelopment,MightyRiverPower

andAirNewZealand.

Demographics
37

Retail bond presentation

Aged care and retirement village market share

Source: CBRE as at August 2020, %’s rounded

Summerset2%

Bupa10%

Ryman10%

Oceania5%

Arvida5%

Metlifecare1%

Other operators

67%

Market share -care beds

Summerset

11%

Ryman

17%

Metlifecare

11%

Arvida

6%

Oceania

5%

Bupa

4%

Other operators

46%

Market share -retirement units

Demographics -population
38

Retail bond presentation

Population over 75 years forecast to grow 220% from 2020 to 2068

Source: Statistics New Zealand –National Population Projections

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

199720022007201220202023202820332038204320482053205820632068

Population growth 75 years and over

NZ population 75+ (left hand axis)

% population 75+ (right hand axis)

0

5,000

10,000

15,000

20,000

25,000

30,000

1997-20022002-20072007-20122012-20162016-20202020-20232023-20282028-20332033-20382038-20432043-20482048-20532053-20582058-20632063-2068

Per annum population growth 75 years and over

NZ population 75+ per annum growth

Contractual arrangements
39

Retail bond presentation

▪Residents moving into a retirement village in New Zealand enter into

an Occupation Right Agreement and in Victoria enter into a

Residence Contract

▪Both an Occupation Right Agreement and a Residence Contract

grant the resident the right to occupy a retirement unit in exchange

for a lump sum payment (Purchase Price) to the operator (residents’

loans on the balance sheet). Legal ownership of the retirement unit

remains with the retirement village operator

▪A deferred management fee (DMF) is accrued over a resident’s

tenure and realised on the resale of the Occupation Right. For

Summerset, this is typically a maximum of 25% of the Purchase

Price

▪When a resident vacates their unit, they are entitled to be repaid the

Purchase Price less the DMF. This payment is required to be paid to

the resident:

▪In New Zealand, when Summerset resells the Occupation Right

for that unit

▪In Victoria, within six months of the resident vacating the unit or

when Summerset resells the Occupation Right for that unit

(whichever is earlier)

How Occupation Right Agreements and Residence Contracts work

* This is an illustrative example of a $400k Occupation Right with a 25% deferred management

fee charge and a duration of 7 years. The example assumes 2.5% nominal growth per annum in

the market price of the Occupation Right and is shown for illustrative purposes only

0

100

200

300

400

500

Year 0Year 1Year 2Year 3Year 4Year 5Year 6Year 7Year 7

Cash flows ($000)

Example of a single retirement unit

over one ownership cycle*

400

475

475

e.g. 2.5%

(nominal) p.a.

Purchase Price

Gain on

resale

DMF

Returned

to

resident

Portfolio as at 30 June 2020
40

Retail bond presentation

Existing portfolio -as at 30 June 2020

VillageVillasApartments

Serviced & memory

care apartments

TotalTotal

retirement unitscare beds

Ellerslie34 144 57 235 58

Hobsonville125 73 52 250 52

Karaka182 -59 241 50

Manukau89 67 27 183 54

Warkworth202 2 44 248 41

Auckland632 286 239 1,157 255

Hamilton183 -50 233 49

Rototuna128 --128 -

Taupo94 34 18 146 -

Waikato405 34 68 507 49

Katikati156 -20 176 49

Bay of Plenty156 -20 176 49

Hastings146 5 -151 -

Havelock North94 28 -122 45

Napier94 26 20 140 48

Hawke's Bay334 59 20 413 93

New Plymouth108 -40 148 52

Taranaki108 -40 148 52

Levin64 22 10 96 41

Palmerston North90 12 -102 44

Wanganui70 18 12 100 37

Manawatu-Wanganui224 52 22 298 122

Portfolio as at 30 June 2020 (cont’d)
41

Retail bond presentation

Existing portfolio -as at 30 June 2020

VillageVillasApartments

Serviced & memory

care apartments

TotalTotal

retirement unitscare beds

Aotea96 33 38 167 -

Kenepuru29 --29 -

Paraparaumu92 22 -114 44

Trentham231 12 40 283 44

Wellington448 67 78 593 88

Nelson214 -55 269 59

Richmond51 --51 -

Nelson-Tasman265 -55 320 59

Avonhead73 --73 -

Casebrook151 -76 227 43

Wigram159 -53 212 49

Christchurch383 -129 512 92

Dunedin61 20 20 101 42

Otago61 20 20 101 42

Total3,016 518 691 4,225 901

Future development*
42

Retail bond presentation

Land bank –as at 30 June 2020

VillageVillasApartments

Serviced & memory

care apartments

Total retirement unitsTotal care beds

Whangarei214 -76 290 43

Northland 214 -76 290 43

Ellerslie4 75 -79 -

Hobsonville38 --38 -

Milldale105 117 76 298 43

Parnell-216 100 316 -

St Johns-225 73 298 30

Auckland147 633 249 1,029 73

Papamoa211 -76 287 43

Bay of Plenty211 -76 287 43

Cambridge207 -76 283 43

Rototuna60 -76 136 43

Waikato267 -152 419 86

Bell Block222 -76 298 43

Taranaki222 -76 298 43

Te Awa241 -76 317 43

Hawke's Bay241 -76 317 43

Kenepuru85 48 106 239 43

Lower Hutt46 109 66 221 30

Waikanae213 -76 289 43

Wellington344 157 248 749 116

* Land bank reflects current intentions as at June 2020

Future development* (cont’d)
43

Retail bond presentation

* Land bank reflects current intentions as at June 2020

Land bank –as at 30 June 2020

VillageVillasApartments

Serviced & memory

care apartments

Total retirement unitsTotal care beds

Richmond183 -76 259 43

Nelson-Tasman183 -76 259 43

Blenheim136 -80 216 20

Marlborough136 -80 216 20

Avonhead92 -99 191 43

Casebrook119 --119 -

Rangiora261 -76 337 43

Prebbleton214 -76 290 43

Canterbury686 -251 937 129

Total NZ2,6517901,3604,801639

Cranbourne North145 50 195 72

Torquay195 -50 245 72

Total Australia340-100440144

Total Combined2,9917901,4605,241783

Historical trends
44

Retail bond presentation

*Compoundannualgrowthrate.Annualised1H20resultcomparedtoFY11

**Refertoslide2forfurtherinformationonunderlyingprofit

Results Summary

9 Year

1H20FY19FY18FY17FY16FY11

CAGR*

New sales of Occupation Rights10%128329339382414108

Resales of Occupation Rights9%136323301300244123

Total sales10%264652640682658231

New retirement units delivered10%139354454450409122

Retirement units in portfolio13%4,2254,0863,7323,2782,8281,486

Care beds in portfolio13%901858858806748327

Total revenue ($m)19%82.0153.9137.0110.586.133.7

Net profit after tax ($m)-8%1.0175.3214.5239.9145.54.3

Underlying profit** ($m)31%45.1106.298.681.756.68.1

Net operating cash flow ($m)17%92.8237.9217.8207.7192.643.7

Total assets ($m)21%3,4333,3382,7662,2331,707616.9

Total equity ($m)19%1,1131,132978.8785.8545.6233.4

Interest bearing loans and borrowings ($m)28%654.8597.1452.8347.2274.069.1

Cash and cash equivalents ($m)-13.021.57.57.68.79.0

Gearing ratio (Net D/ Net D+E)-35.8%33.3%31.2%30.2%32.7%20.5%

EPS (cents) (IFRS profit)-11%0.478.697.1109.866.92.4

NTA (cents)18%491.3502.0438.4355.1249.9109.3

Development margin (%)-22.3%27.9%33.2%27.3%22.2%6.2%

Glossary
45

Retail bond presentation

EBITDA

Has the meaning given to that term in the Trust Deed.

Event of Default

Has the meaning given to that term in the Trust Deed.

Event of Review

Has the meaning given to that term in the Trust Deed.

Guaranteeing Group

The Issuer and each of the other Guarantors.

Guarantors

Each person who is or becomes party to the Security Trust Deed as a “Debtor”.

Non-Village Registered Companies

Any Guarantor that is not a Village Registered Company.

Occupation Right

The right of a resident conferred under an Occupation Right Agreement (in New Zealand) or a Residence Contract (in Victoria) to occupy a unit within a

Registered Retirement Village.

Occupation Right Agreement

The written agreement which confers an Occupation Right on the resident of a Registered Retirement Village in New Zealand.

Property Value

Has the meaning given to that term in the Trust Deed.

Registered Retirement Village

Any retirement village that is registered as a retirement village in New Zealand under the Retirement Villages Act 2003 (NZ) or in Victoria under the

Retirement Villages Act 1986 (Vic).

Residence Contract

A residence & management contract which confers an Occupation Right on the resident of a Registered Retirement Village in Victoria.

Statutory Charge

A statutory charge created under s29 of the Retirement Villages Act 1986 (Vic) against the land of any Registered Retirement Village in Victoria, securing

amounts owing to village residents.

Statutory Supervisor

Public Trust or such other statutory supervisor as may be appointed from time to time in respect of the Summerset’s Registered Retirement Villages in

New Zealand pursuant to the Retirement Villages Act 2003 (NZ).

Security Trust Deed

The Security Trust Deed dated 27 January 2011 between the Guarantors and the Security Trustee (as amended and restated from timeto time).

Glossary
46

Retail bond presentation

Subsidiaries

Has the meaning given to that term in the Financial Markets Conduct Regulations 2014 (NZ).

Summerset / Summerset Group

Summerset Group Holdings Limited and all of its Subsidiaries.

Total Debt

Has the meaning given to that term in the Trust Deed.

Trust Deed

The Master Trust Deed dated 30 May 2017 between the Issuer and the Bond Supervisor pursuant to which bonds may be issued (as amended or

supplemented from time to time).

Village Registered Companies

Any Guarantor which is the owner and operator of a Registered Retirement Village.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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