Summerset Launches Fixed Rate Retail Bond Offer
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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