Summerset Bond Offer – Offer Close & Interest Rate Set

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

11 September 2020


SUMMERSET BOND OFFER - OFFER CLOSE & INTEREST RATE SET


Summerset Group Holdings Limited (Summerset) today announced that, following a successful
book-build, the issue size of its seven year fixed rate bond offer has been set at NZ$150 million.
This includes oversubscriptions of NZ$50 million, being an oversubscription of 50%.

All of the bonds have been allocated to intermediaries for distribution to their clients and there will
be no public pool available.

Summerset Chairman Rob Campbell said he was very pleased with the strong support for
Summerset’s transaction and that Summerset has been able to provide New Zealand investors
with further retail bond exposure to the retirement village and aged care sector.

The issue margin for the bonds has been set at 2.00% per annum and the interest rate for the
bonds for the seven year period has been set at 2.30% per annum, being the minimum interest
rate for the bonds.

The bonds will be issued on 21 September 2020 and will mature on 21 September 2027. The
bonds are expected to be quoted on the NZX Debt Market under the ticker code SUM030.

The full details of the offer are contained in the Final Terms Sheet which is attached.

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.

---

Final Terms Sheet
Summerset Group Holdings Limited
11 September 2020
Joint Lead
Managers:
Co-Manager:

2
Final Terms Sheet
Summerset Group Holdings Limited
Final Terms Sheet
This Final Terms Sheet sets out the key terms of the offer (“Offer”) by Summerset Group Holdings
Limited (“Summerset”) of $150,000,000 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 Final 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 Final 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
Final 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
Final 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
Final Terms Sheet
Summerset Group Holdings Limited
Issue Amount
$150,000,000
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
2.30% per annum.
The Interest Rate for the Bonds has been set as the higher of:
a. the minimum Interest Rate of 2.30% per annum (as announced to the
market on 7 September 2020); and
b. the sum of the Base Rate and the Issue Margin (as calculated on the
Rate Set Date following the book-build)
The Base Rate on the Rate Set Date was 0.29% per annum and the Issue
Margin was set by Summerset (in conjunction with the Joint Lead Managers)
at 2.00% per annum. Accordingly, the minimum Interest Rate of 2.30% per
annum applies to the Bonds.
Issue Margin
2.00% per annum
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
Final 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
Final 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 Final Terms Sheet have
been duly complied with. However, NZX accepts no responsibility for any
statement in this Final 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 Final Terms Sheet.
This Final 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 Final 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

8
Final 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 Final 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 Final 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