Lodgement of PDS for Retail Bond Offer

Classification: PROTECTED


MEDIA RELEASE

25 September 2020


OCEANIA HEALTHCARE LIMITED LODGES PRODUCT DISCLOSURE
STATEMENT FOR RETAIL BOND OFFER


Oceania Healthcare Limited (Oceania Healthcare) has announced an offer of up to $75 million (with the
ability to accept up to an additional $50 million in oversubscriptions) of 7 year secured fixed rate bonds
maturing on 19 October 2027 to New Zealand institutional and retail investors.

The offer is expected to open on 5 October 2020 and close on 9 October 2020.

Oceania Healthcare has appointed Westpac Banking Corporation (ABN 33 007 457 141) (acting
through its New Zealand branch) (Westpac) as Arranger, and Westpac, ANZ Bank New Zealand Limited,
Craigs Investment Partners Limited and Jarden Securities Limited as Joint Lead Managers in relation
to the offer.

Full details of the offer are contained in the Product Disclosure Statement (PDS) which was lodged
today. The PDS is available through www.oceaniahealthcare.co.nz/investor-centre/bonds or by
contacting a Joint Lead Manager or your usual financial adviser, and must be obtained by investors
before they decide to acquire any bonds.

There is no public pool for the offer, with all of the bonds being reserved for clients of the Joint Lead
Managers, NZX participants and other approved financial intermediaries.

Investors can register their interest by contacting a Joint Lead Manager or their usual financial adviser.

This offer is being made in accordance with the Financial Markets Conduct Act 2013 and the bonds are
expected to be quoted on the NZX Debt Market.

A copy of Oceania Healthcare’s roadshow presentation is also attached and available through
www.oceaniahealthcare.co.nz/investor-centre/bonds.

Arranger and Joint Lead Manager

0800 942 822

Joint Lead Managers


0800 269 476 0800 226 263 0800 005 678

ENDS

Page 2 of 2

Classification: PROTECTED
For more information please contact:
Brent Pattison
Chief Financial Officer

Phone: 021 803 029

---

PRODUCT
DISCLOSURE
STATEMENT
OFFER OF 7 YEAR SECURED
FIXED RATE BONDS
Issued by Oceania Healthcare Limited
Date: 25 September 2020
This document gives you important information about this investment to help
you decide whether you want to invest. There is other useful information about
this offer on www.companiesoffice.govt.nz/disclose.
Oceania Healthcare Limited has prepared this document in accordance with
the Financial Markets Conduct Act 2013. You can also seek advice from a
financial adviser to help you to make an investment decision.

What is this?
This is an offer (Offer) of secured unsubordinated fixed
rate bonds (Bonds). The Bonds are debt securities issued
by Oceania Healthcare Limited (Oceania Healthcare).
You give Oceania Healthcare money, and in return Oceania
Healthcare promises to pay you interest and repay the
money at the end of the term. If Oceania Healthcare runs
into financial trouble, you might lose some or all of the
money you invested.
About Oceania Healthcare and its
subsidiaries
Oceania Healthcare, together with its subsidiaries, is one
of New Zealand’s largest developers and operators of
aged care centres and retirement villages. At the date of
this product disclosure statement (PDS) it has a total of
2,617 care beds and care suites and 1,313 units located at
44 sites in the North and South Islands.
Oceania Healthcare is listed on the NZX Main Board and
the ASX. As at close of the Business Day before the date
of this PDS, it has a market capitalisation on the NZX of
approximately $654 million.
Purpose of this Offer
The proceeds of this Offer are expected to be used to
repay a portion of Oceania Healthcare’s existing bank
debt, providing Oceania Healthcare with diversity
of funding and tenor and helping facilitate Oceania
Healthcare’s further growth. See also section 4 of this
PDS (Purpose of the Offer).
Key terms of the Offer
IssuerOceania Healthcare Limited.
Description of the BondsSecured unsubordinated fixed rate bonds.
Term 7 years maturing on 19 October 2027.
Offer amountUp to $75 million (with the ability to accept oversubscriptions of up to an additional
$50 million at Oceania Healthcare’s discretion).
Interest RateThe Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be no lower than a minimum Interest Rate. This minimum Interest
Rate and the indicative Issue Margin will be determined by Oceania Healthcare in
conjunction with the Joint Lead Managers and announced via NZX on the Opening Date
(5 October 2020).
The Interest Rate will be determined by Oceania Healthcare in conjunction with the
Joint Lead Managers on the Rate Set Date (9 October 2020) and will be the greater of:
– the minimum Interest Rate; and
– the sum of the Swap Rate on the Rate Set Date and the Issue Margin.
The Issue Margin will be determined by Oceania Healthcare in conjunction with the
Joint Lead Managers following a bookbuild on the Rate Set Date. The Interest Rate will
be announced via NZX on the Rate Set Date.
Interest paymentsQuarterly in arrear in equal payments on 19 January, 19 April, 19 July and 19 October in
each year (or if that day is not a Business Day, the next Business Day) until and including
the Maturity Date, with the First Interest Payment Date being 19 January 2021.
Further payments,
fees or charges
Taxes may be deducted from interest payments on the Bonds. See section 7 of this PDS
(Tax) for further details.
You are not required to pay brokerage or any other fees or charges to Oceania
Healthcare to purchase the Bonds. However, you may have to pay brokerage to the firm
from whom you receive an allocation of Bonds. Please contact your broker for further
information on any brokerage fees.
Selling restrictionsThe Offer is subject to certain selling restrictions and you will be required to indemnify
certain people if you breach these. More information on this can be found in section 5
of this PDS (Key features of the Bonds).
Opening DateMonday, 5 October 2020.
Closing DateFriday, 9 October 2020 at 12.00pm.
Issue DateMonday, 19 October 2020.
Minimum application amount$5,000 and multiples of $1,000 thereafter.
1. Key information summary
01
Oceania Healthcare Limited | Product Disclosure Statement

Who is responsible for repaying you?
Oceania Healthcare as Issuer is responsible for repaying,
and paying interest on, the Bonds.
Payments on the Bonds are guaranteed by Oceania
Village Company Limited (Oceania Village), Oceania
Care Company Limited and Oceania Group (NZ) Limited
(each a Guarantor), under a guarantee (the Guarantee)
contained in the Global Security Deed described below.
At the date of this PDS, no other subsidiaries of Oceania
Healthcare are Guarantors.
Subsidiaries of Oceania Healthcare may become (or cease
to be) Guarantors from time to time.
While the Guarantee is not subject to any limits, the ability
of the Security Trustee to claim directly against Oceania
Village under the Guarantee is in some cases limited by
agreement with the relevant Statutory Supervisor. More
information on the Guarantee can be found in section 5 of
this PDS (Key features of the Bonds).
How you can get your money out early
You have no right to require Oceania Healthcare to redeem
the Bonds prior to the Maturity Date, except in the case of
an Event of Default (as described below).
However Oceania Healthcare may elect (at its discretion)
to redeem all, but not some only, of the Bonds on any
Interest Payment Date after the third anniversary of the
Issue Date by giving not less than 20 Business Days’ notice
of the redemption date. If the Bonds are redeemed early
in this manner, they will be redeemed for the greater of
their Principal Amount and their market price (excluding
interest), in each case together with accrued interest as
at the redemption date.
See section 5 of this PDS (Key features of the Bonds)
for further details.
Oceania Healthcare intends to quote these Bonds on
the NZX Debt Market. This means you may be able to
sell them on the NZX Debt Market before the end of their
term if there are interested buyers. If you sell your Bonds,
the price you get will vary depending on factors such
as the financial condition of Oceania Healthcare and its
subsidiaries and movements in the market interest rates.
You may receive less than the full amount that you paid
for them.
How Bonds rank for repayment
The Bonds are secured on an equal ranking basis with
certain other secured creditors, including Oceania
Healthcare’s bank lenders and hedge providers, under
a security trust deed (the Security Trust Deed). On a
liquidation of Oceania Healthcare as Issuer, the Bonds
will rank:
– below liabilities which are preferred by law and liabilities
secured by any limited permitted security interests
granted by Oceania Healthcare (such as title retention
arrangements entered in the ordinary course of trading
on the supplier’s usual terms of sale);
– equally with (and will be repaid at the same time and
pro rata with) other liabilities secured under the Security
Trust Deed, such as those owing to other Bondholders
and Oceania Healthcare’s bank lenders and hedge
providers; and
– ahead of any other unsecured liabilities and
shareholders of Oceania Healthcare.
Further important information on the ranking of the
Bonds on the liquidation of Oceania Healthcare and
its subsidiaries can be found in section 5 of this PDS
(Key features of the Bonds). In particular, if Oceania
Healthcare and its subsidiaries go into liquidation, claims
against Oceania Village will generally rank below amounts
owing to the relevant Statutory Supervisor and retirement
village residents.
What assets are these Bonds secured
against?
The Bonds are secured, under the Security Trust Deed,
by the following Security:
– Mortgages over certain Land owned by Oceania Village
in favour of the Security Trustee (Mortgages), including:
– Second Registered Mortgages in respect of Land used
for the purposes of a Registered Retirement Village
(Retirement Village Land). The Statutory Supervisors
have first rights (ahead of the Security Trustee) to
the proceeds of enforcement of each such Mortgage,
and first ranking mortgages in favour of the relevant
Statutory Supervisor are typically also registered
ahead of the Security Trustee.
– First Registered Mortgages over certain Land that is
not Retirement Village Land. This includes aged care
facility freehold Land and Land held for development.
– General security over all the assets of Oceania
Healthcare, Oceania Village and the other Guarantors
under a guarantee and global security deed (the Global
Security Deed). The Statutory Supervisors have first
rights (ahead of the Security Trustee) to the proceeds
of security enforcement against the assets of each
Registered Retirement Village operated by Oceania
Village (Retirement Village Assets).
The Statutory Supervisors hold their security in
connection with their appointment under the Deeds
of Supervision and the Retirement Villages Act, to
protect the interests of residents and intending residents
of the Registered Retirement Villages. More information
on the Security can be found in section 5 of this PDS
(Key features of the Bonds).
02

Key risks affecting this investment
Investments in debt securities have risks. A key risk is that
Oceania Healthcare does not meet its commitments to
repay you or pay you interest (credit risk). Section 6 of this
PDS (Risks of investing) discusses the main factors that
give rise to the risk. You should consider if the credit risk
of these debt securities is suitable for you.
The interest rate for these Bonds should also reflect
the degree of credit risk. In general, higher returns are
demanded by investors from businesses with higher risk
of defaulting on their commitments. You need to decide
whether the offer is fair.
Oceania Healthcare considers that the most significant
risk factors are:
–COVID-19 risks: As a provider of aged care services,
Oceania Healthcare’s business could be adversely
impacted by an outbreak of COVID-19 within the
community, at any of its aged care centres or retirement
villages or at any other aged care centre or retirement
village not operated by Oceania Healthcare, as such
an outbreak could lead residents to either choose not
to move into an Oceania Healthcare aged care centre
or retirement village, or they may not be permitted
to move into an Oceania Healthcare aged care centre
or retirement village if the outbreak is severe. This
could have a significant negative impact on Oceania
Healthcare’s earnings. Similarly, Oceania Healthcare’s
business and profitability could be negatively impacted
if Government imposed restrictions prevent or delay
Oceania Healthcare from carrying out its development
activities or if there is a downturn in the national or
regional property markets.
–Reputational damage or compliance breach:
Oceania Healthcare operates in a highly regulated
industry. Failure to comply with applicable regulatory
requirements could have consequences including loss
of certification from the Ministry of Health in relation to
the aged care business, or a suspension or cancellation
of retirement village registration. This may in turn restrict
Oceania Healthcare’s business, lead to reputational harm
or brand damage and have a significant impact
on Oceania Healthcare’s financial performance.
–Changes in regulation: Given the highly regulated
industry in which it operates, Oceania Healthcare’s
business and profitability could be negatively impacted
by any material change in the current regulatory
regimes applying to aged care and retirement villages.
Such changes could have an adverse impact on the
way Oceania Healthcare provides care to residents
or develops and operates its retirement villages, or
otherwise increase costs or restrict Oceania Healthcare’s
ability to generate revenue.
–Property market risk: Oceania Healthcare’s properties
are concentrated in metropolitan areas, with earnings
generated through the construction and sale and
resale of retirement village units and care suites.
Oceania Healthcare’s retirement village earnings are
therefore affected by prevailing national and regional
property market conditions which are outside Oceania
Healthcare’s control. Any downturn in the property
market could impact Oceania Healthcare’s ability to sell
or resell retirement village units or care suites, as well
as the value that can be achieved on any such sale or
resale, which could result in a significant negative impact
on Oceania Healthcare’s earnings.
This summary does not cover all of the risks of investing
in the Bonds. You should also read section 6 of this PDS
(Risks of investing) and section 5 of this PDS (Key features
of the Bonds).
No credit rating
Oceania Healthcare’s credit worthiness has not been
assessed by an approved rating agency. This means that
Oceania Healthcare has not received an independent
opinion of its capability and willingness to repay its debts
from an approved source.
Where you can find other market
information about Oceania Healthcare
This is a short form offer document that Oceania
Healthcare is permitted to use because these Bonds rank
in priority to existing quoted financial products of Oceania
Healthcare. The existing quoted financial products are
ordinary shares in Oceania Healthcare, which are traded
on the NZX Main Board. Oceania Healthcare is subject
to a disclosure obligation that requires it to notify certain
material information to the NZX for the purpose of that
information being made available to participants in the
market. Oceania Healthcare’s page on the NZX website,
which includes information made available under the
disclosure obligation referred to above, can be found
at www.nzx.com/companies/OCA.
03
Oceania Healthcare Limited | Product Disclosure Statement

Table of Contents
1Key information summary01
Letter from the Chair05
2Key dates and offer process06
3Terms of the Offer07
4Purpose of the Offer09
5Key features of the Bonds10
6Risks of investing18
7Tax21
8Who is involved?22
9How to complain22
10Where you can find more information23
11How to apply23
12Contact information23
Glossary24
0404

Letter from the Chair
Dear Investor,
On behalf of Oceania Healthcare’s directors, I am pleased
to invite you to invest in this offer of secured fixed rate
bonds to be issued by Oceania Healthcare Limited.
Oceania Healthcare, together with its subsidiaries, is one
of New Zealand’s largest residential aged care providers
and retirement village operators. As at the date of this
PDS, it provides accommodation to approximately 3,600
residents across 44 sites, which are primarily located
in metropolitan areas throughout New Zealand.
Oceania Healthcare is an experienced and successful
developer of new aged care and retirement village
centres with an existing nationwide portfolio that includes
substantial development potential at prime urban sites
throughout New Zealand. As at the date of this PDS,
Oceania Healthcare and its subsidiaries have sufficient land
to build 1,764 new residences with 85.7% of those already
consented. Oceania Healthcare prides itself on being a
recognised industry leader in the provision of aged care
to its residents.
Oceania Healthcare is seeking to raise up to $75 million
under the Offer, with an ability to accept up to an additional
$50 million in oversubscriptions. The proceeds will be
used to repay a portion of Oceania Healthcare’s existing
bank debt, providing Oceania Healthcare with diversity
of funding and tenor and helping to facilitate Oceania
Healthcare’s further growth.
There are risks associated with the Bonds that may
affect your returns and repayment of your investment.
An overview of these risks is set out in this PDS.
I encourage you to seek financial, investment or
other advice from a qualified professional adviser
as you take the time to consider this Offer.
On behalf of Oceania Healthcare’s directors, I welcome
your participation in the Offer and your support of
Oceania Healthcare. For more information on the
Bonds, please visit our website:
www.oceaniahealthcare.co.nz/investor-centre/bonds.
Yours sincerely
Elizabeth Coutts
Chair, Oceania Healthcare Limited
05
Oceania Healthcare Limited | Product Disclosure Statement

2. Key dates and offer process
Opening DateMonday, 5 October 2020
The minimum Interest Rate and indicative Issue Margin
will be determined and announced on this date.
Closing DateFriday, 9 October 2020 at 12.00pm
Rate Set DateFriday, 9 October 2020
Issue Date and allotment dateMonday, 19 October 2020
Expected date of initial quotation and trading
of the Bonds on the NZX Debt Market and earliest
expected mailing of holding statements
Tuesday, 20 October 2020
Interest Payment Dates19 January, 19 April, 19 July and 19 October in each year.
First Interest Payment Date19 January 2021
Maturity Date19 October 2027
The timetable is indicative only and subject to change.
Oceania Healthcare may, in its absolute discretion and
without notice, vary the timetable (including by opening
or closing the Offer early, accepting late applications and
extending the Closing Date).
If the Closing Date is extended, the Rate Set Date, the
Issue Date, the expected date of initial quotation and
trading of the Bonds on the NZX Debt Market, the Interest
Payment Dates and the Maturity Date may also be
extended. Any such changes will not affect the validity
of any applications received.
Oceania Healthcare reserves the right to cancel the Offer
and the issue of the Bonds, in which case any application
monies received will be refunded (without interest) as
soon as practicable and in any event within 5 Business
Days of the cancellation.
06

3. Terms of the Offer
IssuerOceania Healthcare Limited.
Description of the BondsSecured unsubordinated fixed rate bonds.
Term 7 years, maturing on 19 October 2027.
Offer amountUp to $75 million (with the ability to accept oversubscriptions of up to an additional
$50 million at Oceania Healthcare’s discretion).
Issue price$1.00 per Bond, being the Principal Amount of each Bond.
Interest RateThe Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be no lower than a minimum Interest Rate. This minimum Interest
Rate and the indicative Issue Margin will be determined by Oceania Healthcare in
conjunction with the Joint Lead Managers and announced via NZX on the Opening Date
(5 October 2020).
The Interest Rate will be determined by Oceania Healthcare in conjunction with the Joint
Lead Managers on the Rate Set Date (9 October 2020) and will be the greater of:
– the minimum Interest Rate; and
– the sum of the Swap Rate on the Rate Set Date and the Issue Margin.
The Issue Margin will be determined by Oceania Healthcare in conjunction with the Joint
Lead Managers following a bookbuild on the Rate Set Date. The Interest Rate will be
announced via NZX on the Rate Set Date.
Interest Payment Dates Quarterly in arrear on 19 January, 19 April, 19 July and 19 October in each year (or if that
day is not a Business Day, the next Business Day) until and including the Maturity Date,
with the First Interest Payment Date being 19 January 2021.
Interest payments
and entitlement
Regular scheduled payments of interest will be of equal quarterly amounts. Any other
payment of interest on the Bonds will be calculated based on the number of days in the
relevant period and a 365-day year.
On Interest Payment Dates interest will be paid to the person registered as the Bondholder
as at the record date immediately preceding the relevant Interest Payment Date.
The record date for interest payments is 5.00pm on the date that is 10 days before
the relevant scheduled Interest Payment Date (prior to any adjustment to the Interest
Payment Date to fall on a Business Day). If the record date falls on a day which is not a
Business Day, the record date will be the immediately preceding Business Day.
Opening DateMonday, 5 October 2020.
Closing DateFriday, 9 October 2020 at 12.00pm.
ScalingOceania Healthcare may scale applications at its discretion, but will not scale any
application to below $5,000 or to an amount that is not a multiple of $1,000.
Minimum application
amount
$5,000 and multiples of $1,000 thereafter.
How to applyApplication instructions are set out in section 11 of this PDS (How to apply).
Oceania Healthcare reserves the right to refuse all or any part of any application for
Bonds under the Offer without giving a reason.
No underwritingThe Offer is not underwritten.
07
Oceania Healthcare Limited | Product Disclosure Statement

QuotationApplication has been made to NZX for permission to quote the Bonds on the NZX
Debt Market and all the requirements of NZX relating to that quotation that can be
complied with on or before the date of distribution of this PDS have been duly complied
with. However, the Bonds have not yet been approved for trading and NZX accepts no
responsibility for any statement in this PDS. NZX is a licensed market operator, and the
NZX Debt Market is a licensed market, under the FMCA.
NZX ticker code OCA010 has been reserved for the Bonds.
Transfer restrictionsOceania Healthcare may decline to accept or register a transfer of the Bonds if the
transfer would result in the transferor or the transferee holding or continuing to hold
Bonds with a Principal Amount of less than $5,000 (if not zero) or if the transfer is not
in multiples of $1,000.
RankingThe Bonds are secured on an equal ranking basis with certain other secured creditors,
including Oceania Healthcare’s bank lenders and hedge providers, under the Security
Trust Deed. On a liquidation of Oceania Healthcare as Issuer, the Bonds will rank:
– below liabilities which are preferred by law and liabilities secured by any limited
permitted security interests granted by Oceania Healthcare (such as title retention
arrangements entered in the ordinary course of trading on the supplier’s usual terms
of sale);
– equally with (and will be repaid at the same time and pro rata with) other liabilities
secured under the Security Trust Deed, such as those owing to other Bondholders,
Oceania Healthcare’s bank lenders and hedge providers; and
– ahead of any other unsecured liabilities and shareholders of Oceania Healthcare.
Further important information on the ranking of the Bonds on the liquidation of
Oceania Healthcare and its subsidiaries can be found in section 5 of this PDS (Key features
of the Bonds). In particular, if Oceania Healthcare and its subsidiaries go into liquidation,
claims against Oceania Village will generally rank below amounts owing to retirement
village residents.
Guarantee and SecurityThe Bonds have the benefit of:
– the Guarantee provided by (at the date of this PDS) Oceania Village, Oceania Care
Company Limited and Oceania Group (NZ) Limited as Guarantors;
– Mortgages in favour of the Security Trustee, including:
• Second Registered Mortgages over the Retirement Village Land. The Statutory
Supervisors have first rights (ahead of the Security Trustee) to the proceeds of
enforcement of each such Mortgage; and
• First Registered Mortgages over certain Land that is not Retirement Village Land.
This includes aged care facility freehold Land and Land held for development; and
– the Global Security Deed, in respect of which the Statutory Supervisors have first
rights (ahead of the Security Trustee) to the proceeds of security enforcement against
Retirement Village Assets.
The Statutory Supervisors hold their security in connection with their appointment
under the Deeds of Supervision and the Retirement Villages Act, to protect the interests
of residents and intending residents of the Registered Retirement Villages. While the
Guarantee is unlimited, the ability of the Security Trustee to claim against Oceania Village
under the Guarantee is in some cases limited by agreement with the relevant Statutory
Supervisor. More information on the Guarantee and the Security can be found in section 5
of this PDS (Key features of the Bonds).
Financial covenant
(Loan to Valuation Ratio)
Oceania Healthcare agrees to ensure that, on each Semi-annual Test Date, the total
principal amount of financial indebtedness secured under the Global Security Deed is not
more than 50% of the valuation of all properties owned by Oceania Healthcare and its
subsidiaries, as described further in section 5 of this PDS (Key features of the Bonds).
08

Early redemptionYou have no right to require Oceania Healthcare to redeem the Bonds prior to the
Maturity Date, except in the case of an Event of Default (as described below).
Oceania Healthcare may elect (at its discretion) to redeem all, but not some only, of the
Bonds on any Interest Payment Date after the third anniversary of the Issue Date by giving
not less than 20 Business Days’ notice of the redemption date. If the Bonds are redeemed
early in this manner, they will be redeemed for the greater of their Principal Amount and
their market price (excluding interest), in each case together with accrued interest as at
the redemption date.
See section 5 of this PDS (Key features of the Bonds) for further details.
Events of DefaultIf an Event of Default occurs, and is continuing, the Bond Supervisor may in its
discretion, and must in certain circumstances including upon being directed to do so
by an Extraordinary Resolution of Bondholders, declare the Bonds to be immediately
due and payable.
The Events of Default are set out in condition 18 of the Bonds (as set out in Schedule
1 of the Trust Deed, a copy of which is contained on the Disclose Register) and are
summarised in section 5 of this PDS (Key features of the Bonds).
Further payments,
fees or charges
Taxes may be deducted from interest payments on the Bonds. See section 7 of this PDS
(Tax) for further details.
You are not required to pay brokerage or any other fees or charges to Oceania Healthcare
to purchase the Bonds. However, you may have to pay brokerage to the firm from whom
you receive an allocation of Bonds. Please contact your broker for further information on
any brokerage fees.
Selling restrictionsThe Offer is subject to certain selling restrictions and you will be required to indemnify
certain people if you breach these. More information on this can be found in section 5
of this PDS (Key features of the Bonds).
Governing lawNew Zealand.
Bond SupervisorPublic Trust.
Security TrusteeNew Zealand Permanent Trustees Limited.
Securities RegistrarComputershare Investor Services Limited.
The proceeds of the Offer are expected to be used to repay a portion of Oceania Healthcare’s existing bank debt,
providing Oceania Healthcare with diversity of funding and tenor and helping facilitate Oceania Healthcare’s further
growth. This purpose will not change, irrespective of the total amount that is raised.
The Offer is not underwritten.
4. Purpose of the Offer
Documents
The terms of the Bonds, and other terms key to the Offer, are
set out in:
– the Trust Deed, as supplemented by the Supplemental
Deed;
– the Global Security Deed (including the Guarantee); and
– the Security Trust Deed.
You should read these documents. Copies may be obtained
from the Disclose Register at www.companiesoffice.govt.
nz/disclose.
09
Oceania Healthcare Limited | Product Disclosure Statement

A number of key features of the Bonds are described in section 3 of this PDS (Terms of the Offer). The other
key features of the Bonds are described below.
The Bond Supervisor
A Bond Supervisor is appointed to act as supervisor and trustee for the Bondholders on the terms contained
in the Trust Deed.
You can only enforce your rights under the Bonds, and under the Guarantee, the Security and other
arrangements described below, through the Bond Supervisor. However you can enforce your rights under the
Bonds only (but not the Guarantee, Security or other arrangements) against Oceania Healthcare directly if the
Bond Supervisor is obliged to enforce but has failed to do so within a reasonable period.
5. Key features of the Bonds
Oceania Village owns the aged care and retirement village facilities and undertakes the retirement village
operations. Oceania Village also typically undertakes the developments. Oceania Care Company Limited
undertakes the aged care operations. Oceania Group (NZ) Limited provides corporate head office functions and
operates the Wesley Institute of Learning to deliver postgraduate nursing and healthcare assistant training to
Oceania Healthcare staff and the wider nursing and healthcare industry.
Further information on the Guarantors can be found under the heading “Guarantees” below.
OCA Employees Trustee Limited is a subsidiary of Oceania Healthcare that holds employee share scheme shares on
behalf of participants. It is not a Guarantor and does not provide Security.
Security held by the Security Trustee
(for the benefit of Bondholders)
1
Oceania Healthcare Group Total Assets: $1,549 million
Oceania Healthcare Limited
(Issuer)
Total assets: $5 million
2
OCA Employees
Trustee Limited
(share scheme)
Statutory
Supervisors
Oceania Village provides
first ranking mortgages to
the Statutory Supervisors
Oceania Group (NZ) Limited
(Guarantor)
Total assets: $17 million
100%
100%
100%
100%
Oceania Care Company Limited
(Guarantor)
Total assets: $43 million
Oceania Village Company Limited
(Guarantor)
Total assets: $1,484 million
Ranking and Security
The security structure
The below diagram provides a summary of the Security at the date of this PDS. The figures in the diagram below
are as at 31 May 2020.
Notes:
1 Dotted lines indicate security. Solid orange lines indicate ownership.
2 Assets of Oceania Healthcare as Issuer are shown excluding amounts attributable to shares held in the Guarantors and other subsidiaries,
but including $3 million in relation to goodwill which arises on consolidation.
Figure One: Oceania Healthcare Security Structure
10

Notes:
1 Amounts shown above are indicative based on the financial position of Oceania Healthcare and its subsidiaries as at 31 May 2020, adjusted for the
issue of the Bonds. They are subject to rounding adjustments.
2 An amount of $34 million in relation to the deferred management fee liability on Oceania Healthcare’s balance sheet is excluded from Figure
Two above due to its nature as a non-cash liability, arising from differences in the treatment of deferred management fee for contractual and
accounting purposes.
3 Liabilities that may, depending on the source of payment, rank above the Bonds on liquidation include employee entitlements for unpaid salaries
and wages, holiday pay and bonuses, and PAYE, and amounts owing to the Inland Revenue for unpaid taxes and goods and services tax. There
are typically other liabilities which are preferred by law or secured, including enforcement costs and similar, which arise when a company is in
liquidation which are not possible to foresee and cannot therefore be quantified.
4 On liquidation the Statutory Supervisors have first rights to the proceeds of enforcement of the Second Registered Mortgages over Retirement
Village Land and security enforcement against the Retirement Village Assets.
5 Other secured liabilities include those secured over particular assets under a perfected purchase money security interest, such as finance leases
and title retention arrangements. These are shown as ranking above the Bonds for reasons of simplicity, as on liquidation the secured party in
relation to a perfected purchase money security interest has first rights to the particular asset or its sale proceeds.
6 Assuming $75 million of Bonds are issued under the Offer. The final size of the Offer will not materially impact this amount as the proceeds of the
Offer are expected to be applied towards repaying a portion of bank debt which ranks equally with the Bonds.
7 Unsubordinated and unsecured liabilities are shown as ranking below the Bonds because, although they are not legally subordinated to the Bonds
(or other secured debt), they do not have the benefit of the Security. In effect the Bonds (and other secured debt, including bank debt) would
have priority over unsubordinated and unsecured liabilities if the Security was enforced, to the extent of the Security proceeds the Security
Trustee is entitled to.
8 The amount of equity stated above includes an amount in relation to Oceania Healthcare’s existing quoted equity securities (i.e. Oceania
Healthcare’s ordinary shares).
Ranking
The ranking of the Bonds on a liquidation of Oceania Healthcare and its subsidiaries is summarised in the diagram below.
The diagram is a summary of indicative amounts only and in the event of a liquidation of Oceania Healthcare and its
subsidiaries, the actual priority amounts may differ.
Figure Two: Diagram showing ranking of Bonds on liquidation of Oceania Healthcare and its subsidiaries
Ranking on liquidationType of liability/equityAmount
1,2
Liabilities that rank
above the Bonds
Liabilities preferred by law (for example,
Inland Revenue for certain unpaid taxes)
3
Liabilities to the Statutory Supervisors
(including amounts owing to Registered
Retirement Village residents)
4
Secured liabilities (other than liabilities
to the Statutory Supervisors and liabilities
that have the benefit of the Security)
5
$19 million
$535 million

$5 million
Liabilities that rank
equally with the Bonds
6
Bonds
Other unsubordinated liabilities that have the
benefit of the Security, including Oceania
Healthcare’s bank debt and hedging
$75 million
$262 million
Liabilities that rank
below the Bonds
Unsubordinated and unsecured liabilities
7
Subordinated liabilities
$24 million
Nil
Equity
8
Shares, reserves and retained earnings$595 million
Higher
ranking /
Earlier
priority
Lower
ranking /
Later
priority
11
Oceania Healthcare Limited | Product Disclosure Statement

The Security
Oceania Healthcare and the Guarantors provide the
following Security:
– Second Registered Mortgages in respect of the
Retirement Village Land. The Statutory Supervisors
have first rights (ahead of the Security Trustee) to the
proceeds of enforcement of each such Mortgage under
the Security Sharing Deeds, and first ranking mortgages
in favour of the relevant Statutory Supervisor are
typically also registered ahead of the Security Trustee.
– First Registered Mortgages over certain Land that is
not Retirement Village Land, including Land held for
development or that is used for aged care facilities.
At the date of this PDS, all Mortgages are provided by
Oceania Village. Oceania Village may acquire land or may
dispose of any Land, or Land may become Retirement
Village Land (such as on completion of a development),
from time to time, in which case the Security may be
amended accordingly. The Security Trustee may also
require Oceania Village (or Oceania Healthcare or any
other Guarantor) to grant a Mortgage over any Land
owned from time to time.
The Security is provided to the Security Trustee, and
Bondholders (and other relevant secured creditors)
have its benefit under the Security Trust Deed.
Notes:
1 Asset values shown above are based on market values. The ability of the Security Trustee to claim directly against Oceania
Village under the Guarantee in respect of Registered Retirement Villages is in some cases limited by agreement with the relevant
Statutory Supervisor as described below.
2 Further detail on all liabilities depicted above are provided in the notes accompanying Figure Two.
1,549
(19)
Total assetsLiabilities
preferred
by law
Liabilities to
Statutory
Supervisors
Other
secured
liabilities
Assets
remaining
Assets after
deducting
liabilities that rank
above the Bonds
Bondholders on an
equal ranking security
basis with Oceania
Healthcare's bank lenders
Bonds and
bank debt
Unsecured
liabilities
Equity
(535)
(5)
990
(337)
(24)
595
Figure Three: Ranking of Bonds on liquidation shown against assets of Oceania Healthcare and its subsidiaries
– General security over all the assets of Oceania
Healthcare, Oceania Village and the other Guarantors
under the Global Security Deed. Under the Security
Sharing Deeds the Statutory Supervisors have first
rights (ahead of the Security Trustee) to the proceeds of
security enforcement against Retirement Village Assets.
The Statutory Supervisors hold their security in
connection with their appointment under the Deeds of
Supervision and the Retirement Villages Act, to protect
the interests of residents and intending residents of the
Registered Retirement Villages.
Oceania Healthcare estimates that as at 31 May 2020:
– The total amount of liabilities secured by the Security
was approximately $337 million, with all secured
creditors under the Security Trust Deed ranking equally.
The issue of the Bonds will not materially impact this
amount, as the proceeds of the issue are expected to
be used to repay existing bank debt which also has the
benefit of the Security. After the issuance, this amount
will include the Bonds and amounts owed to Oceania
Healthcare’s bank lenders (as described in Figure Two).
12

DescriptionValue
Land and assets in which the Statutory Supervisors have first ranking interests
This includes:
–Retirement Village Land and Retirement Village Assets ($1,366 million)
The Retirement Village Land and Retirement Village Assets are secured in favour of the Security
Trustee under the Global Security Deed and (in the case of the Retirement Village Land) under
the Second Registered Mortgages. As described under the heading “The Statutory Supervisors
and Security Sharing Deeds” below, Registered Retirement Villages may only be disposed of as a
going concern except in limited circumstances.
–Less: first ranking interests of the Statutory Supervisors to the Retirement Village Land and
Retirement Village Assets ($535 million)
The Statutory Supervisors have first rights (ahead of the Security Trustee) to the proceeds of
enforcement of each Second Registered Mortgage over Retirement Village Land, and to the
proceeds of security enforcement against the Retirement Village Assets.
$1,366 million
before deducting
first ranking
interests of
the Statutory
Supervisors.
$831 million after
deducting first
ranking interests
of the Statutory
Supervisors.
Mortgaged Land other than Retirement Village Land
Certain Land that is not Retirement Village Land (including aged care facility freehold Land and
Land held for development) is subject to first ranking Mortgages in favour of the Security Trustee.
$84 million
Other assets
Other assets of Oceania Healthcare and the Guarantors (being assets other than Retirement Village
Assets and unmortgaged Land) are secured under the Global Security Deed in favour of the
Security Trustee. The Statutory Supervisors do not have first rights to enforcement of such assets.
$99 million
Less: Liabilities preferred by law
Liabilities that may, depending on the source of payment, rank above the Bonds on liquidation
include employee entitlements for unpaid salaries and wages, holiday pay and bonuses, and PAYE,
and amounts owing to the Inland Revenue for unpaid taxes and goods and services tax.
$19 million
Less: Other secured liabilities
As described in Figure Two, other secured liabilities include those secured over particular
assets under a perfected purchase money security interest, such as finance leases and title
retention arrangements.
$5 million
Total$990 million
– As discussed further in the table below, the total value of:
• the assets subject to the Security was approximately
$1,549 million; and
• the assets subject to the Security, after deducting
amounts preferred by law and amounts to which the
Statutory Supervisors or other secured creditors are
entitled ahead of the Security Trustee as described
above was approximately $990 million.
The Security Trustee’s ability to claim directly against
Oceania Village under the Guarantee in respect of
any Registered Retirement Village for which Trustees
Executors Limited is Statutory Supervisor is limited by
agreement with that Statutory Supervisor. While the
Security Trustee may still be able to claim above the
agreed limits, it may only do so with the consent of that
Statutory Supervisor (not to be unreasonably withheld
or delayed). As at the date of this PDS, application of this
cap would reduce assets subject to the Security of $1,549
million to $1,379 million.
Figure Four: Value of Secured Assets
Details of the value of the secured assets as at 31 May 2020, as determined by Oceania Healthcare, are as follows.
Asset values are shown based on market values. The ability of the Security Trustee to claim directly against Oceania
Village under the Guarantee in respect of Registered Retirement Villages is in some cases limited by agreement with
the relevant Statutory Supervisor as described above.
13
Oceania Healthcare Limited | Product Disclosure Statement

The Security Trustee
A Security Trustee (currently New Zealand Permanent
Trustees Limited) holds the Security for all creditors
entitled to its benefit. This currently includes (in addition
to the Bond Supervisor and the Bondholders) Oceania
Healthcare’s bank lenders and hedging providers. It is
likely that further creditors will become entitled to the
benefit of this Security in the future.
The basis on which the Security Trustee holds the Security,
and otherwise acts for the creditors entitled to its benefit,
is set out in the Security Trust Deed. More information on
the Security Trust Deed can be found below in the section
headed Security Trust Deed.
The Statutory Supervisors and Security Sharing Deeds
Oceania Village is required to appoint a licensed statutory
supervisor in respect of each Registered Retirement Village
in accordance with the Retirement Villages Act. Trustees
Executors Limited and Covenant Trustee Services Limited
are each appointed as the Statutory Supervisor for various
Registered Retirement Villages of Oceania Village.
The Statutory Supervisor for each Registered Retirement
Village is appointed under a Deed of Supervision to
protect the interest of residents and intending residents of
that Registered Retirement Village, and is responsible for:
– providing a stakeholder facility for intending residents
and residents who pay deposits or progress payments
in respect of an occupation right agreement or
uncompleted residential units or facilities at the
Registered Retirement Village;
– monitoring the financial position of the Registered
Retirement Village;
– reporting annually to the Registrar of Retirement
Villages and residents on the performance of its duties
and the exercise of its powers; and
– performing any other duties imposed on it from time
to time under the Retirement Villages Act.
Under the relevant Security Sharing Deed, each Statutory
Supervisor has first rights (ahead of the Security
Trustee and Bondholders) to the proceeds of security
enforcement over the Retirement Village Land and
Retirement Village Assets for various amounts owing
to that Statutory Supervisor or to any resident of a
relevant Registered Retirement Village including under
an occupation right agreement. These amounts secured
in favour of the Statutory Supervisors include the Net
Refundable Amount for each resident of the Registered
Retirement Village. Further details of the payment of
amounts received on enforcement are set out in each
Security Sharing Deed.
However, each Statutory Supervisor’s mortgages and
entitlements under the relevant Security Sharing Deed
are granted on a “village by village” basis. This means
that the relevant Statutory Supervisor’s mortgages and
entitlements in respect of each Registered Retirement
Village only secure amounts owing to the relevant
Statutory Supervisor and residents in relation to that
particular Registered Retirement Village. They do not
secure amounts owing in relation to other Registered
Retirement Villages.
In addition to the Statutory Supervisors’ security, the
Retirement Villages Act requires a memorial to be placed
on the title of any property or premises of Oceania Village
used for any Registered Retirement Villages. This means
that, unless all residents of the retirement village have
received independent legal advice and at least 90% of
those residents have consented in writing, the holder
of a security interest or any receiver or liquidator or
statutory manager of property comprising the Registered
Retirement Village or of any operator of the Registered
Retirement Village must not exercise any right to:
– dispose of the Registered Retirement Village other than
as a going concern; or
– disclaim any occupation right agreement relating to the
Registered Retirement Village as onerous property; or
– evict any resident or exclude any resident from the use
of any facilities or any part of the Registered Retirement
Village to which that resident is ordinarily entitled.
The Security Trustee is required to follow the procedures
set out in the relevant Security Sharing Deed when
enforcing the Security over Retirement Village Land or
Retirement Village Assets, including:
– giving to the relevant Statutory Supervisor 5 business
days’ notice of the proposed appointment of any
receiver and 21 days’ notice of the exercise of any power
of sale; or (as applicable) 20 business days’ notice of the
proposed appointment of any receiver; and
– obtaining the prior approval of the relevant Statutory
Supervisor for any proposed purchaser of a Registered
Retirement Village and any agreement for sale and
purchase in relation to a Registered Retirement Village.
The purchaser will be required to:
• enter into a Deed of Supervision and comply with the
Retirement Villages Act; and
• ensure that any financier of the purchaser enters into a
similar deed to the Security Sharing Deed.
Furthermore, any sale of a Registered Retirement Village
by the Security Trustee will be subject to the Statutory
Supervisor’s mortgages and will be subject to the rights
of and benefits of residents arising under occupation right
agreements and under the relevant Deed of Supervision.
The Security Trustee may also need the prior approval of
the relevant Statutory Supervisor before taking steps to
remove or replace Oceania Village as the manager of the
relevant Registered Retirement Village.
14

Further borrowing and security
After the issue of the Bonds, Oceania Healthcare and its
subsidiaries may (without the consent of Bondholders)
borrow money or otherwise incur liabilities from time
to time that:
– rank equally with the Bonds on liquidation of Oceania
Healthcare and its subsidiaries. This may include, for
example, further bank lending to Oceania Healthcare
or further bonds issued by Oceania Healthcare; or
– rank above the Bonds on liquidation of Oceania
Healthcare and its subsidiaries. This may include, for
example, amounts owing to residents of retirement
villages and secured in favour of a Statutory Supervisor,
other borrowings with permitted security as described
below and liabilities preferred by law.
The financial covenants and other terms described
below limit the ability of Oceania Healthcare and its
subsidiaries to:
– borrow money that ranks equally with, or above,
the Bonds; or
– grant security which ranks equally with, or above,
the Security.
Restrictions on borrowing
The Loan to Valuation Ratio in the Bonds limits Oceania
Healthcare’s ability to borrow money which is secured
by the Security, based on the value of the properties of
Oceania Healthcare and its subsidiaries. Under the Loan
to Valuation Ratio, Oceania Healthcare agrees to ensure
that, on each Semi-annual Test Date, the total principal
amount of financial indebtedness secured under the
Global Security Deed is not more than 50% of the
valuation of all properties owned by Oceania Healthcare
and its subsidiaries. Semi-annual Test Dates are scheduled
for 31 March and 30 September in each year. However,
because Oceania Healthcare has recently changed its
balance date from 31 May to 31 March in each year, the
first Semi-annual Test Date will be 30 November 2020 (six
months after Oceania Healthcare's last balance date on
31 May 2020). Thereafter, the Semi-annual Test Date will
be 31 March and 30 September in each year.
For this purpose:
– “Financial indebtedness” includes the principal amount
lent by Oceania Healthcare’s bank lenders under the
Bank Facility Agreement and the principal amount of
the Bonds and any other borrowings secured under
the Security Trust Deed from time to time. It does not
include the marked to market value of any derivative
transaction provided by Oceania Healthcare’s hedge
providers and secured under the Global Security Deed.
– The valuation of properties includes all of the Retirement
Village Assets, Retirement Village Land as well as Land
held for development or that is used for aged care
facilities. Broadly, land under development is typically
valued as follows:
• Completed unsold land developments are valued
on completion;
• Work in progress is valued on completion, less cost
to complete; and
• Surplus land is valued at its current valuation.
The Loan to Valuation Ratio is substantially the same as
the equivalent loan to valuation ratio in the Bank Facility
Agreement. If the relevant definitions or method of
calculating the loan to valuation ratio in the Bank Facility
Agreement are amended (other than an amendment to
the 50% limit or the testing frequency, or the removal of
such financial covenant from the Bank Facility Agreement
or termination of the Bank Facility Agreement), Oceania
Healthcare will promptly notify the Bond Supervisor
and the Loan to Valuation Ratio will be adjusted to be
calculated and tested in a corresponding manner provided
that Oceania Healthcare has certified that such adjustment
will not have a material adverse effect on Bondholders (or
any class of them) when compared with the effect on the
bank lenders.
Further details of the Loan to Valuation Ratio are set out
in condition 14 of the Bonds (as set out in Schedule 1 of
the Trust Deed) and Schedule 2 of the Trust Deed.
If there is a breach of the Loan to Valuation Ratio:
– Oceania Healthcare must, within 6 months of the date
of a semi-annual compliance report being delivered
setting out that breach (or the date on which it should
have been delivered, if earlier), remedy the breach or (if
not remedied within 6 months) give notice to the Bond
Supervisor within 20 Business Days after such date of its
plan to remedy the breach (by selling assets, effecting a
capital restructuring and/or other action); and
– if the breach is not remedied within 6 months of the date
of that notice (or the date on which it should have been
delivered, if earlier), an Event of Default will occur.
Therefore, a continued breach of the Loan to Valuation
Ratio will be an Event of Default (approximately) 13 months
after that breach is disclosed to the Bond Supervisor in
a semi-annual compliance report. The Loan to Valuation
Ratio and/or Oceania Healthcare’s financial position and
the value of the Security may worsen both before the
semi-annual compliance report is delivered and during
the 13-month period described above.
Certain terms in the Bank Facility Agreement limit the
ability of Oceania Healthcare to borrow money (although
Bondholders do not have the benefit of these, and they
may be amended or waived by Oceania Healthcare’s bank
lenders). These terms currently include:
– a maximum loan to valuation ratio (calculated and
tested in the same way and with the same 50% limit as
the Loan to Valuation Ratio under the Trust Deed, as
described above);
– a minimum interest cover ratio being (broadly) the ratio
of adjusted EBITDA (a non-GAAP measure relating to
earnings before interest, tax, depreciation, amortisation
and goodwill impairment) of Oceania Healthcare and
its subsidiaries, to certain of their interest charges and
financing costs of 2.00:1, on a semi-annual basis; and
15
Oceania Healthcare Limited | Product Disclosure Statement

– a requirement to obtain consent from Oceania
Healthcare’s bank lenders before extending the Security
to additional obligations under the Security Trust Deed.
Under the Deeds of Supervision and Security Sharing
Deeds (as applicable), Oceania Village (as the operator
of each Registered Retirement Village at the date of this
PDS) is required to obtain the consent of each Statutory
Supervisor before borrowing any money, varying the
terms of any borrowing or guaranteeing or indemnifying
the obligations of any other person. Bondholders do not
have the benefit of these, and they may be amended or
waived by the Statutory Supervisors.
Restrictions on granting security
Under condition 13(b) of the Bonds (as set out in Schedule
1 of the Trust Deed), Oceania Healthcare agrees that it will
not create or permit to subsist (and will procure that each
Guarantor will not create or permit to subsist) any security
interest over its assets, except to the Security Trustee or
in certain other limited permitted instances. The permitted
instances include:
– security required, in respect of assets forming part of
Registered Retirement Villages only, to be granted to
the Statutory Supervisor;
– liens arising by operation of law in the ordinary course
of trading;
– netting and set off arrangements entered into in the
ordinary course of banking arrangements;
– title retention arrangements entered in the ordinary
course of trading on the supplier’s usual terms of sale;
– security approved by or on behalf of the Bank Lenders
under the Bank Facility Agreement; and
– other security that secures indebtedness not exceeding
$10 million in aggregate.
This summary does not cover all of the permitted
instances. For full details see condition 13(b) of the Bonds
(as set out in Schedule 1 of the Trust Deed).
Similar terms that limit the ability of Oceania Healthcare
to grant security are also contained in the Bank Facility
Agreement (although these are not terms of the Bonds
so Bondholders do not have the benefit of these, and
they may be amended or waived by Oceania Healthcare’s
bank lenders).
Under the Deeds of Supervision and Security Sharing
Deeds (as applicable), Oceania Village (as the operator
of each Registered Retirement Village at the date of this
PDS) is required to obtain the consent of each Statutory
Supervisor before using any Retirement Village Assets
as security or otherwise further encumbering its assets.
Bondholders do not have the benefit of these, and they
may be amended or waived by the Statutory Supervisors.
Guarantees
Oceania Healthcare as Issuer is responsible for repaying,
and paying interest on, the Bonds. Payments on the
Bonds are guaranteed by Oceania Care Company
Limited, Oceania Village Company Limited and Oceania
Group (NZ) Limited under the Guarantee contained in
the Global Security Deed. At the date of this PDS, no
other subsidiaries of Oceania Healthcare are Guarantors.
Subsidiaries of Oceania Healthcare may be added or
removed as Guarantors from time to time. Any person
that becomes a guarantor of the Bank Facility Agreement
under the Global Security Deed will also be a Guarantor of
the Bonds.
The Guarantors guarantee (jointly and severally) the
payment of all amounts owed by Oceania Healthcare to
you in respect of the Bonds.
The Guarantee is not subject to any limits or conditions.
However, the Security Trustee’s ability to claim under
the Guarantee in respect of any Registered Retirement
Village for which Trustees Executors Limited is Statutory
Supervisor is limited by agreement with that Statutory
Supervisor. Under the relevant Security Sharing Deed,
the Security Trustee has agreed not to claim, without
the consent of that Statutory Supervisor (not to be
unreasonably withheld or delayed), more against Oceania
Village under the Guarantee in respect of each relevant
Registered Retirement Village than certain caps. The cap
for each such Registered Retirement Village includes
amounts equal to the total of the purchase price, a portion
of accrued interest costs, amounts borrowed under
the Bank Facility Agreement for the purpose of capital
expenditure in respect of that Registered Retirement
Village, and reasonable enforcement costs.
The Guarantee is a cross guarantee. A cross guarantee is
a document under which each guarantor guarantees each
other guarantor’s liabilities. Oceania Healthcare is also
a guarantor under the Guarantee in the Global Security
Deed (but, as Issuer, is not a Guarantor of the Bonds).
The obligations of any Guarantors under the Guarantee
will be secured by the Global Security Deed and the
mortgages from Oceania Village, as described above.
There is no limit on the amount secured by the Security.
Oceania Healthcare believes that the Security is sufficient
and is reasonably likely to be sufficient to:
– repay the liability under the Guarantee; and
– pay all other liabilities that a security interest over any
of the Security secures and that rank above, or equally
with, the liability under the Guarantee.
Early redemption by Oceania Healthcare
Oceania Healthcare may elect (at its discretion) to redeem
all, but not some only, of the Bonds on any Interest
Payment Date after the third anniversary of the Issue Date
by giving not less than 20 Business Days’ notice of the
redemption date.
16

If the Bonds are redeemed early in this manner, they will
be redeemed for the greater of:
– their Principal Amount; and
– their market price (excluding interest), calculated as
the arithmetic average of the daily volume weighted
average price (excluding interest) of Bonds traded
through the NZX Debt Market over the 10 Business
Days immediately prior to the date on which Oceania
Healthcare gave the redemption notice (or, if the Bonds
have not traded on the NZX Debt Market for at least
half of such 10 Business Day period, the average price
of the Bonds for that period will be determined by an
independent adviser appointed in accordance with the
Trust Deed (excluding interest)),
in each case together with accrued interest.
If Oceania Healthcare chooses to redeem the Bonds when
prevailing interest rates are relatively low, you may not be
able to reinvest the redemption proceeds in comparable
securities at an effective interest rate as high as that of
the Bonds.
Events of Default
The Events of Default are contained in the Trust Deed.
They include:
– A failure by Oceania Healthcare to make a payment
on the Bonds (subject to applicable grace periods).
– A breach of the Loan to Valuation Ratio which is not
remedied within (approximately) 13 months of that
breach being disclosed to the Bond Supervisor in a
semi-annual compliance report.
– A breach by Oceania Healthcare of a material term of
the Trust Deed or the Bonds, or by Oceania Healthcare
or a Guarantor of a material undertaking in the Security
Trust Deed, the Global Security Deed or the Security.
– A material misrepresentation by Oceania Healthcare or a
Guarantor under the Trust Deed, the Bonds, the Security
Trust Deed, the Global Security Deed or the Security
(subject to applicable remedy periods).
– Indebtedness of more than $5 million in respect of other
borrowed money of Oceania Healthcare or a Guarantor
is not paid when due (or within any applicable grace
period), or is called up as a result of a default.
– Insolvency events that affect Oceania Healthcare or
a Guarantor.
– Termination of the Security Trust Deed, Guarantee
or Security.
This summary does not cover all of the Events of Default.
For full details of the Events of Default see condition 18
of the Bonds (as set out in Schedule 1 of the Trust Deed).
If an Event of Default occurs, the Bond Supervisor may in
its discretion, and must in certain circumstances including
upon being directed to do so by an Extraordinary
Resolution of Bondholders, declare the Principal Amount
and any accrued interest on the Bonds due and payable.
If this occurs, Oceania Healthcare will need to repay the
Principal Amount of the Bonds and any outstanding
interest due. Outstanding interest will be calculated
based on the number of days since the last Interest
Payment Date and the total number of days in the
current Interest Period.
Any enforcement of the Security must be by the Security
Trustee, not the Bond Supervisor.
Distribution restriction
Under the Trust Deed Oceania Healthcare is not permitted
to make any distribution if an Event of Default has occurred
and is continuing or if the making of the distribution would
result in the occurrence of an Event of Default.
Other relevant information about the
Trust Deed and the Security Trust Deed
The Trust Deed for the Bonds contains a number of
standard provisions, including in relation to the powers
and duties of the Bond Supervisor, and the process for
amending the Trust Deed. You can find a copy of the Trust
Deed on the Disclose Register. You should read the Trust
Deed for further information.
The Security Trust Deed sets out how the Security can
be enforced by the Security Trustee on instructions
from the Bond Supervisor and other secured creditors.
In most circumstances the Security Trustee must act
in accordance with instructions of the majority (being,
for this purpose, more than 66.66%) of those creditors
who have the benefit of the Security. As a majority of
creditors is determined by respective credit exposures
(which depending on the circumstances may be based
on principal amount lent, or facility limits) Oceania
Healthcare’s bank lenders currently constitute the majority
creditors for the purpose of giving instructions to the
Security Trustee. This means that the Bond Supervisor
and Bondholders may not be able to instruct the Security
Trustee to enforce the Security if the majority creditors do
not agree.
The Security Trust Deed contains a number of other
important terms, including:
– The rules as to distribution of proceeds received by
the Security Trustee on enforcement of the Security.
To summarise, after paying costs (including those of
the Security Trustee or any receiver), the creditors
secured by the Security rank equally.
– The procedure by which Oceania Healthcare may extend
the benefit of the Security to new creditors, who would
then rank equally with the Bonds. Oceania Healthcare
may generally do so provided it is permitted under
existing secured finance documentation (including as
described above) and a default does not exist.
17
Oceania Healthcare Limited | Product Disclosure Statement

– The ability of the majority creditors to require the
Security Trustee to enforce the Security. In certain
circumstances individual creditors or groups of creditors
also have this right. An example of this is that, where
there is a Major Default, the Bond Supervisor can require
the Security Trustee to enforce the Security (unless
other creditors give conflicting instructions (as to how,
but not whether to enforce the Security) in accordance
with the Security Trust Deed).
– The ability of the majority creditors to waive obligations
under, or agree changes to, the Security Trust Deed
(though if a waiver or change would have a material
adverse effect on Bondholders as compared to its effect
on other creditors, then approval of the Bondholders will
be required).
Selling Restrictions
Oceania Healthcare does not intend that the Bonds be
offered for sale, and no action has been taken or will
be taken to permit a public offering of Bonds, in any
jurisdiction other than New Zealand. You may only offer
for sale or sell any Bond in conformity with all applicable
laws and regulations in any jurisdiction in which it is
offered, sold or delivered. This PDS may not be published,
delivered or distributed in or from any country other than
New Zealand.
By subscribing for or otherwise acquiring any Bonds, you
agree to indemnify, among others, Oceania Healthcare,
the Bond Supervisor and the Joint Lead Managers and
their respective directors, officers, employees and agents
for any loss suffered as a result of any breach by you of
the selling restrictions referred to in this section.
6. Risks of investing
Introduction
This section 6 describes the following potential key
risk factors:
– general risks associated with an investment in the
Bonds; and
– specific risks relating to Oceania Healthcare’s
creditworthiness.
Key risks outlined in this section are based on an
assessment of the probability of a risk occurring and its
potential impact (individually or in combination with other
key risks) at the date of this PDS. There is no guarantee
or assurance that key risks will not change, alter in their
significance or that other risks will not emerge.
You should carefully consider these risk factors (together
with the other information in this PDS) before deciding to
invest in the Bonds.
Before making any investment decision it is important
that investors consider the suitability of an investment
in the Bonds in light of their own individual risk profile
for investments, investment objectives and personal
circumstances (including financial and taxation issues).
The risks described in this section do not take account
of the personal circumstances, financial position or
investment requirements of any particular person other
than Oceania Healthcare and its subsidiaries.
General Risks
An investment in the Bonds is subject to the following
general risks.
Credit Risk on Oceania Healthcare
The risk that Oceania Healthcare becomes insolvent
and is unable to meet its obligations under the Bonds.
If the Security is insufficient to repay you in these
circumstances, you might not recover the amount of your
investment in the Bonds or receive the returns you expect.
Secondary Market Risk
The risk that, if you wish to sell your Bonds before
maturity:
– you may be unable to find a buyer; or
– the price at which you are able to sell them is less than
the amount you paid for them.
These outcomes may arise because of factors related
to Oceania Healthcare’s creditworthiness, or because
of other factors. These other factors may include the
following:
– The fact that a trading market for the Bonds may never
develop, or, if it develops, is not very liquid. Although
permission is expected to be granted to quote the
Bonds on the NZX Debt Market, this does not guarantee
any trading market in the Bonds.
– The level, direction and volatility of market interest rates.
For example, if market interest rates go up, the market
value of the Bonds would typically be expected to go
down and vice versa.
– The fact that Bondholders seeking to sell relatively small
or relatively large amounts of Bonds may not be able to
do so at prices comparable to those available to other
Bondholders.
Specific risks relating to Oceania
Healthcare’s creditworthiness
Oceania Healthcare considers that the circumstances
which could significantly affect, either individually or in
combination, the future financial position and financial
performance of Oceania Healthcare and its subsidiaries,
and therefore significantly increase the risk that Oceania
Healthcare may default on its obligations under the
18

Bonds are as set out below. These circumstances, either
individually or in combination, may affect Oceania
Healthcare’s ability to pay interest on, or repay, the Bonds.
COVID-19 risks
COVID-19 has impacted the health and wellbeing of
people around the world and the outbreak of COVID-19
and the restrictions put in place by Governments to fight
the virus have had a major impact on the global economy.
COVID-19 has created global uncertainty socially,
politically and economically and may also affect policy
making. The ongoing risks associated with COVID-19
could significantly affect the future financial position
and financial performance of Oceania Healthcare and its
subsidiaries, and therefore increase the risk that Oceania
Healthcare may default on its obligations under the
Bonds. This is particularly relevant to Oceania Healthcare
as Oceania Healthcare is a provider of aged care and
retirement living services.
An outbreak of COVID-19 in the community, at any of
Oceania Healthcare’s aged care centres or retirement
villages, or a series of outbreaks at multiple aged care
centres or retirement villages in New Zealand (whether
or not those aged care centres or retirement villages are
operated by Oceania Healthcare), could have a material
impact on Oceania Healthcare’s financial performance.
Adverse publicity over the operator’s management of
an outbreak or allegations that residents are not being
properly cared for during an outbreak could lead to a
decline in demand for Oceania Healthcare’s services
as potential residents may choose not to move into an
Oceania Healthcare aged care centre or retirement village,
regardless of the operator’s regulatory compliance. If
there is an outbreak of COVID-19 at an Oceania Healthcare
aged care centre in the future, Oceania Healthcare
may not be permitted to take new admissions and this
would adversely impact Oceania Healthcare’s financial
performance. In addition, the Government's ongoing
border restrictions and immigration policy in response
to the threat of COVID-19 are limiting the number of
immigrants entering New Zealand. This could inhibit
Oceania Healthcare's ability to recruit staff in the future.
Oceania Healthcare has previously recruited significant
numbers of overseas-trained nurses to fill vacancies.
A key feature of Oceania Healthcare’s growth strategy is
the continued execution of its brownfields development
pipeline (as discussed below under “Development risk”).
If the Government imposes Alert Level Four restrictions
in a region in which Oceania Healthcare is undertaking
development activity, the Government-imposed
restrictions will delay completion and selldown of that
care centre and/or retirement village. Any delay in the
completion and selldown of a development project could
affect cashflow and have an adverse impact on Oceania
Healthcare’s ability to service debt.
There is also a risk that COVID-19 could adversely affect
national or regional property market conditions, as
discussed below under “Property market risk”.
It is not possible to quantify the potential impact of these
risks as they are highly dependent on the nature, extent
and duration of any future COVID-19 outbreak and the
Government’s response to such an outbreak. However,
ongoing risks associated with COVID-19 could have a
significant impact on Oceania Healthcare’s financial
performance.
Oceania Healthcare seeks to mitigate the risk of a
COVID-19 outbreak in one of its aged care centres or
retirement villages by having appropriate measures in
place to protect residents and staff. These measures
include restricting visitor access to sites during periods
of an outbreak in the local community, taking regular
declarations from staff and monitoring their travel,
as well as enhancing infection control training.
Oceania Healthcare operates 44 aged care centres and
retirement villages across the country. This geographical
diversification mitigates the risk of an outbreak of
COVID-19 in a region at any one time.
In addition, Oceania Healthcare’s aged care business
demonstrated resilience during the lockdown in March/
April 2020 due to the ‘needs-based’ nature of this activity,
with new admissions continuing to be taken and stable
occupancy levels observed during this period. The higher
weighting of Oceania Healthcare’s portfolio in aged care
relative to its peers is expected to assist to reduce the
impact on the business of future economic uncertainty
arising out of COVID-19.
Risk of reputational damage or compliance breach
Aged care is Oceania Healthcare’s core competency and
Oceania Healthcare is focused on providing the highest
quality of clinical care to its residents. In providing this care
to its residents, Oceania Healthcare’s business operates
in a highly regulated industry. Oceania Care Company
Limited, as the operator of Oceania Healthcare’s care
centres, must comply with the requirements of the Health
and Disability Services (Safety) Act 2001 and be certified
by the Ministry of Health. Oceania Care Company Limited
must also be party to an age-related residential care
contract with the relevant District Health Board for each
care centre. The loss of certification from the Ministry of
Health, or the termination of an age-related residential care
contract by a District Health Board as a result of Oceania
Care Company Limited failing to comply with applicable
regulatory requirements represents a significant risk which
would result in it no longer being able to provide care to its
residents at the affected care centre or care centres.
Each retirement village operated by Oceania Village must
be registered with the Registrar of Retirement Villages.
A suspension or cancellation of a retirement village
registration as a result of a compliance breach would
result in Oceania Village no longer being able to offer
licences to occupy units at the affected retirement village.
Any of the above events could have a significant impact
on Oceania Healthcare’s financial performance.
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Oceania Healthcare Limited | Product Disclosure Statement

Any loss of registration or certification or any non-
compliance with regulatory requirements could also
result in Oceania Healthcare suffering reputational harm
or brand damage. This in turn could have a significant
impact on Oceania Healthcare’s financial performance,
particularly if the adverse publicity was as a result of
inappropriate care of residents or a serious health and
safety issue, as any of these events could lead to a decline
in demand for Oceania Healthcare’s services. It is not
possible to quantify the potential impact of this risk as it
is highly dependent on the specific circumstances, but a
serious event in the future could have a significant impact.
Oceania Healthcare considers there to be a generally
low likelihood of any of the above circumstances arising,
however as described above the consequences of any
single event may be significant. Oceania Healthcare seeks
to mitigate these risks through its significant investment
in staff (including its clinical governance team) who
ensure continued compliance with the relevant regulatory
requirements applicable to its operations, oversight by
its Board Clinical and Health & Safety Committee and
implementation of its clinical and village operations policies
and procedures. Oceania Healthcare’s customer focused
management of issues and complaints (supported through
internal policies including aged care and retirement village
complaints policies and a whistleblowing policy) further
mitigates the risk of adverse publicity, as does its practice
of seeking feedback from its residents and their families
on a regular basis (including initial welcome calls, twice
yearly aged care residents’ satisfaction surveys and annual
retirement village resident surveys).
Regulation risk
As noted above, Oceania Healthcare’s business operates
in a highly regulated industry. Future regulatory changes
to the aged care industry in which the care and retirement
village businesses operate may also have an adverse
impact on Oceania Healthcare and the way it and its
subsidiaries provide care to residents or develop and
operate retirement villages. In the care business, a change
in Government funding policy or a public inquiry could
lead to a change in the business model, an increase in
costs or a reduction in revenue and, in turn, adversely
affect Oceania Healthcare’s financial performance.
The retirement village business could become subject
to a greater degree of regulation as a result of additional
consumer protection requirements. A regulatory change
to the occupation right agreement model could restrict
Oceania Healthcare’s ability to generate revenue from its
retirement village units.
Oceania Healthcare is a member of, and has Board
representation on, both the New Zealand Aged Care
Association and the Retirement Villages Association
and this assists in keeping abreast of potential trends
and future regulatory changes in the sector.
Property market risk
Oceania Healthcare’s properties (owned by Oceania
Village) are concentrated in metropolitan areas, with
91% (by number of care beds, care suites and units) of
properties situated in Auckland, Hamilton, Bay of Plenty,
Hawkes Bay, Wellington, Nelson and Christchurch.
Oceania Healthcare’s retirement village earnings are
generated through the construction and sale and resale of
retirement village units and care suites. Prevailing residential
property market conditions affect both the value that
can be achieved on a sale or resale of a retirement village
unit and the ability of prospective residents to acquire
the retirement village unit in a timely manner because
incoming retirement village residents generally move
into a retirement village unit following the sale of their
family home. Any downturn in the residential property
market in a region in which Oceania Healthcare operates
(whether as a result of COVID-19 or otherwise) could lead
to a reduction in sales by affecting the demand for, and
Oceania Healthcare’s ability to sell or resell, retirement
village units, as well as the value that can be achieved on
the sale or resale of a unit. Given the concentration of its
properties, Oceania Healthcare is particularly sensitive to
market changes in metropolitan areas. Further, prospective
residents typically rely on the equity in their family home
to fund the acquisition of a unit, so any downturn in the
property market may result in fewer prospective residents
being able to sell their family home in order to acquire a
unit (or less equity being obtained by those prospective
residents following a sale), which in turn affects the sale and
resale rates of units.
These property market factors could affect sales of
retirement village units and care suites, occupancy levels
or revenue streams. A reduction in residential property
market values or demand for retirement village units and
care suites, particularly in metropolitan areas, is likely
to adversely affect the value of Oceania Healthcare’s
properties as well as cash flows, which could impact
Oceania Healthcare’s ability to service debt.
As property market conditions are cyclical, Oceania
Healthcare considers that a downturn in the property
markets in which it operates may occur during the term of
the Bonds, although the extent of its impact is unknown.
Oceania Healthcare mitigates its exposure to property
market risk by diversifying the type of units it sells (both
nationally and within each village), and the geographic
spread of its villages. In addition, the composition of
Oceania Healthcare’s portfolio (with a higher weighting of
aged care earnings than its peers) means that aged care
earnings reduce potential earnings volatility and stabilise
cashflow. A decision by a prospective resident to move
into a care suite or a care centre is driven by the resident’s
immediate need for care, rather than it being a lifestyle
living choice or influenced by residential property
market conditions.
20

Development risk
Oceania Healthcare’s growth strategy involves the
execution of its development pipeline. When developing
new care centres and villages, Oceania Healthcare faces
a range of risks which may be significant given the nature
and extent of its development activities. These risks
include construction risks arising from projects not being
delivered within agreed timeframes, scope or budget and
default risks arising from participants in the development
process (including risks regarding the liquidity of the lead
contractor). Such risks may impact Oceania Healthcare’s
financial performance.
Oceania Healthcare is exposed to these risks due to its
ongoing development of care centres and retirement
villages as part of its strategy. A delay in the completion
and selldown of a development project could have a
substantial impact on Oceania Healthcare’s financial
performance. A delay in the completion of a development
would also result in a delay in receiving the forecast
sales proceeds.
An increase in construction cost will also have an impact
on Oceania Healthcare’s financial performance through
increasing its debt levels and gearing prior to sell down.
At the date of this PDS, Oceania Healthcare expects
that a 5% increase in construction costs for its current
and expected near term development could generally
result in an increase in costs, and debt levels, of between
approximately $500,000 and $2.5 million.
Oceania Healthcare seeks to mitigate these risks through
its experienced internal property development team,
which allows Oceania Healthcare to exercise a greater
degree of control over the development and construction
process. It also has a robust process in place for tendering
projects and selecting skilled and qualified contractors,
which further mitigates this construction and development
risk. In addition, when construction commences at a site,
Oceania Healthcare has to date implemented a “fixed
price, lump sum” construction contract, with Oceania
Healthcare not bearing the risk of price escalation through
the construction programme.
Risks associated with the cost and availability of labour
Aged care is very much a people-centred business. The
risk of being unable to employ and retain qualified staff
to deliver core operational tasks is a significant risk to
Oceania Healthcare’s business as it has a higher proportion
of aged care beds compared to its listed peers.
Staff costs (including wages, salaries and other
employment related expenses) are Oceania Healthcare’s
most significant cost item, driven by the 24-hour, high-
service nature of residential aged care. A decline in aged
care margins due to unfunded wage cost pressures
would adversely affect Oceania Healthcare’s financial
performance as its aged care earnings make up a higher
proportion of its earnings than other operators.
Oceania Healthcare seeks to mitigate these risks by
rewarding its staff for their performance including offering
wage rates for healthcare assistants and registered nurses
so that they remain well-aligned with the public sector
and among the highest in the aged care sector. Oceania
Healthcare also provides formal learning and development
programmes for its staff and is focused on developing
career pathways for its registered nurses. Oceania
Healthcare also offers an employee share scheme to all
permanent employees.
7. Tax
If you are tax resident in New Zealand or otherwise receive
payments of interest on the Bonds that are subject to the
resident withholding tax rules, resident withholding tax will
be deducted from payments of interest to you, unless you
notify the Securities Registrar that you have RWT-exempt
status (as that term is defined in the Income Tax Act 2007)
and that status remains valid on the record date for the
relevant payment date.
If you receive payments of interest on the Bonds subject
to the non-resident withholding tax rules, an amount
equal to any approved issuer levy (AIL) payable will be
deducted from payments of interest to you in lieu of
deducting non-resident withholding tax (except where
you elect otherwise and Oceania Healthcare agrees, or it
is not possible under any law, in which case non-resident
withholding tax will be deducted).
If the AIL regime applies, Oceania Healthcare will apply
the zero rate of AIL if possible, and otherwise pay AIL at
the applicable rate.
If the AIL regime changes, Oceania Healthcare reserves the
right not to pay AIL. See the Trust Deed for further details.
Indemnity
If, in respect of any of your Bonds, Oceania Healthcare
becomes liable to make any payment of, or on account of,
tax payable by you, then you will be required to indemnify
Oceania Healthcare in respect of such liability. Any
amounts paid by Oceania Healthcare in relation to any
such liability may be recovered from you by withholding
the amount from further payments to you in respect of
Bonds. See the Trust Deed for further details.
Generally
There may be other tax consequences from acquiring or
disposing of the Bonds. If you have any queries relating
to the tax consequences of the investment, you should
obtain professional advice on those consequences.
The above generalised summary is based on the taxation
laws in force in New Zealand as at the date of this PDS.
Future changes to these or other laws may affect the tax
consequences of an investment in the Bonds.
21
Oceania Healthcare Limited | Product Disclosure Statement

8. Who is involved?
Name Role
IssuerOceania Healthcare LimitedIssuer of the Bonds.
Bond SupervisorPublic TrustHolds certain covenants on trust for the benefit of the
Bondholders, including the right to enforce Oceania Healthcare’s
obligations under the Bonds.
ArrangerWestpac Banking Corporation
(ABN 33 007 457 141) (acting
through its New Zealand branch)
Provides advice and assistance to Oceania Healthcare in
arranging the Offer.
Joint Lead
Managers
ANZ Bank New Zealand Limited
Craigs Investment Partners Limited
Jarden Securities Limited
Westpac Banking Corporation
(ABN 33 007 457 141) (acting
through its New Zealand branch)
Assist with the bookbuild for the Offer, and marketing and
distribution of the Offer.
Except as described above, the Joint Lead Managers are not
otherwise involved in the Offer. None of the Arranger, the Joint
Lead Managers and their respective directors, employees, agents
and advisers have independently verified the content of this PDS.
This PDS does not constitute financial advice from the Arranger,
any Joint Lead Manager or any of their respective directors,
officers, employees, agents or advisers to purchase, any Bonds.
You must make your own independent investigation and
assessment of the financial condition and affairs of Oceania
Healthcare before deciding whether or not to invest in the Bonds.
Securities RegistrarComputershare Investor
Services Limited
Maintains the register of Bondholders.
Security TrusteeNew Zealand Permanent
Trustees Limited
Holds the Security for all creditors entitled to its benefit (including
the Bond Supervisor and the Bondholders).
Solicitors to IssuerChapman TrippProvides legal advice to Oceania Healthcare in respect of the Offer.
Solicitors to Bond
Supervisor
Simpson GriersonProvides legal advice to the Bond Supervisor in respect of the Offer.
Complaints about the Bonds can be directed to:
Oceania Healthcare Limited at
Company Secretary
Affinity House
2 Hargreaves Street
St Mary’s Bay
Auckland 1011
Telephone: +64 9 361 0350
Email: enquiry@oceaniahealthcare.co.nz
If for any reason Oceania Healthcare is unable to
resolve your complaint, please contact:
The Bond Supervisor at
Manager Client Services
Corporate Trustee Services
Public Trust
Level 9
34 Shortland Street
Auckland 1010
Telephone: 0800 371 471
Email: cts.enquiry@publictrust.co.nz
The Bond Supervisor is a member of an external,
independent dispute resolution scheme operated by
Financial Services Complaints Limited (FSCL) and
approved by the Ministry of Consumer Affairs. If the
Bond Supervisor has not been able to resolve your
issue, you can refer the matter to FSCL by emailing
complaints@fscl.org.nz, or calling FSCL on 0800 347 257,
or by completing the complaints form online at
www.fscl.org.nz/complaints/complaint-form, or by
writing to FSCL at PO Box, 5967, Wellington 6145.
The scheme will not charge a fee to any complainant
to investigate or resolve a complaint.
Complaints may also be made to the Financial Markets
Authority through their website www.fma.govt.nz.
9. How to complain
22

Further information relating to Oceania Healthcare
and the Bonds is available on the online offer register
maintained by the Companies Office known as
‘Disclose’. The offer register can be accessed at
www.companiesoffice.govt.nz/disclose.
A copy of the information on that register is also available
on request to the Registrar of Financial Service Providers
at registrar@fspr.govt.nz. The information contained on
that register includes a copy of the Trust Deed (including
the Supplemental Deed and the conditions of the Bonds)
and copies of the Security Trust Deed and the Global
Security Deed.
Oceania Healthcare is subject to a disclosure obligation
in relation to its shares that requires it to notify certain
material information to the NZX for the purpose of that
information being made available to participants in the
market. Oceania Healthcare’s page on the NZX website,
which includes information made available under the
disclosure obligations referred to above, can be found at
www.nzx.com/companies/OCA.
10. Where you can find
more information
The Offer will be open to institutional investors and
members of the public who are resident in New Zealand.
All of the Bonds offered under the Offer (including any
oversubscriptions) have been reserved for subscription by
clients of the Joint Lead Managers, NZX Firms and other
approved financial intermediaries invited to participate in
a bookbuild conducted by the Joint Lead Managers.
There is no public pool for the Bonds. This means you can
only apply for Bonds through a Primary Market Participant
or approved financial intermediary who has obtained an
allocation. You can find a Primary Market Participant by
visiting www.nzx.com/investing/find-a-participant.
The Primary Market Participant or approved financial
intermediary will:
– provide you with a copy of this PDS (if you have not
already received a copy);
– explain what you need to do to apply for Bonds; and
– explain what payments need to be made by you
(and by when).
The Primary Market Participant or approved financial
intermediary can also explain what arrangements will
need to be put in place for you 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.
11. How to apply
12. Contact information
IssuerOceania Healthcare Limited
Affinity House
2 Hargreaves Street
St Mary’s Bay
Auckland 1011
Telephone: +64 9 361 0350
Securities RegistrarComputershare Investor
Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Telephone: +64 9 488 8777
Arranger and
Joint Lead Manager
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its
New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
Telephone: 0800 942 822
Joint Lead ManagersANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011
Telephone: 0800 269 476
Craigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1010
Telephone: 0800 226 263
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West
Commercial Bay
Auckland 1010
Telephone: 0800 005 678
23
Oceania Healthcare Limited | Product Disclosure Statement

Glossary
$New Zealand dollars.
Arranger Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch).
Bank Facility AgreementThe syndicated facility agreement dated 12 July 2005 (as amended or supplemented
from time to time) between (among others) Oceania Healthcare, the Guarantors and
ANZ Bank New Zealand Limited as agent.
Bond SupervisorPublic Trust or such other supervisor as may hold office as supervisor under the
Trust Deed from time to time.
BondholderA person whose name is entered in the Register as a holder of a Bond.
BondsThe bonds constituted and issued pursuant to the Trust Deed and offered pursuant
to this PDS.
Business DayA day (other than a Saturday or Sunday) on which registered banks are generally open
for business in Auckland and Wellington, except that in the context of the Listing Rules
it means a day on which the NZX Debt Market is open for trading.
Closing DateFriday, 9 October 2020 at 12.00pm.
Deed of SupervisionA deed under which a Statutory Supervisor is appointed in respect of each Registered
Retirement Village.
Disclose RegisterThe online offer register maintained by the Companies Office known as ‘Disclose’.
Event of DefaultEach event set out in condition 18 of the Bonds (as set out in Schedule 1 of the Trust Deed),
which are summarised in section 5 of this PDS (Key features of the Bonds).
Extraordinary ResolutionA resolution passed with the support of Bondholders holding not less than 75%
of the aggregate Principal Amount of Bonds held by those persons voting.
First Interest Payment Date19 January 2021.
First Registered MortgageA first ranking registered mortgage over Land that is not Retirement Village Land, in favour
of the Security Trustee.
FMCAFinancial Markets Conduct Act 2013.
Global Security DeedThe guarantee and global security deed dated 13 July 2005 (as amended or supplemented
from time to time) between (among others) Oceania Healthcare, the Guarantors and the
Security Trustee.
GuaranteeThe cross guarantee contained in the Global Security Deed.
GuarantorsEach person (other than Oceania Healthcare) who provides the Guarantee under the Global
Security Deed. As at the date of this PDS, the Guarantors are Oceania Village, Oceania Care
Company Limited and Oceania Group (NZ) Limited.
Inland RevenueThe New Zealand Inland Revenue Department.
Interest Payment Dates19 January, 19 April, 19 July and 19 October in each year (or if that day is not a Business Day,
the next Business Day) until and including the Maturity Date.
Interest PeriodEach period beginning on, and including, an Interest Payment Date (or the Issue Date)
and ending on, but excluding, the next Interest Payment Date (or the Maturity Date).
Interest RateThe interest rate for the Bonds, as announced by Oceania Healthcare via NZX
on the Rate Set Date.
Issue DateMonday, 19 October 2020.
Issue MarginThe issue margin determined by Oceania Healthcare in conjunction with the Joint Lead
Managers following the bookbuild for the Offer as announced by Oceania Healthcare via
NZX on the Rate Set Date.
Joint Lead ManagersANZ Bank New Zealand Limited, Craigs Investment Partners Limited, Jarden Securities
Limited and Westpac Banking Corporation (ABN 33 007 457 141) (acting through its
New Zealand branch).
LandAny estate, interest or right in real property (including any registered lease) owned
by Oceania Village (or Oceania Healthcare or any other Guarantor) and includes the
permanent buildings on such land.
24

Listing RulesThe listing rules applying to the NZX Debt Market.
Loan to Valuation RatioThe undertaking in condition 14 of the Bonds (as set out in Schedule 1 of the Trust Deed)
and Schedule 2 of the Trust Deed under which Oceania Healthcare agrees to ensure
that, on each Semi-annual Test Date, the total principal amount of financial indebtedness
secured under the Global Security Deed is not more than 50% of the valuation of all
properties owned by Oceania Healthcare and its subsidiaries.
For this purpose:
– “Financial indebtedness” includes the principal amount lent by Oceania Healthcare’s
bank lenders under the Bank Facility Agreement and the principal amount of the Bonds
and any other borrowings secured under the Security Trust Deed from time to time. It
does not include the marked to market value of any derivative transaction provided by
Oceania Healthcare’s hedge providers and secured under the Global Security Deed.
– The valuation of properties includes all of the Retirement Village Assets, Retirement
Village Land as well as Land held for development or that is used for aged care facilities.
Broadly, land under development is typically valued as follows:
• Completed unsold land developments are valued on completion;
• Work in progress is valued on completion, less cost to complete; and
• Surplus land is valued at its current valuation.
The Loan to Valuation Ratio is substantially the same as the equivalent loan to valuation
ratio in the Bank Facility Agreement. If the relevant definitions or method of calculating
the loan to valuation ratio in the Bank Facility Agreement are amended (other than
an amendment to the 50% limit or the testing frequency, or the removal of such
financial covenant from the Bank Facility Agreement or termination of the Bank Facility
Agreement), Oceania Healthcare will promptly notify the Bond Supervisor and the Loan
to Valuation Ratio will be adjusted to be calculated and tested in a corresponding manner,
provided that Oceania Healthcare has certified that such adjustment will not have a
material adverse effect on Bondholders (or any class of them) when compared with the
effect on the bank lenders.
Major DefaultAn Event of Default that is a Major Default as defined in the Security Trust Deed, and in
relation to the Bonds includes:
– A failure by Oceania Healthcare to make a payment of principal or interest on the Bonds.
– The insolvency of Oceania Healthcare or a Guarantor.
– Certain events relating to security occur (as determined by the Security Trustee acting
on the instructions of the majority creditors), including that the Security ceases to be in
full force and effect.
– Breach of the Loan to Valuation Ratio which is not remedied within (approximately)
13 months of that breach being disclosed to the Bond Supervisor in a semi-annual
compliance report.
Maturity Date19 October 2027.
Net Refundable AmountThe amount Oceania Village is obliged to repay a resident after the resident leaves his or
her unit and the unit has been re-licensed to an incoming resident. This amount is equal
to the occupation licence payment paid by the resident on entry less certain deductions
(including deferred management fees and outstanding fees).
NZXNZX Limited.
NZX Debt MarketThe debt security market operated by NZX.
NZX Main BoardThe main registered market for trading equity securities operated by NZX.
Oceania Healthcare
or Issuer
Oceania Healthcare Limited.
Oceania VillageOceania Village Company Limited.
25
Oceania Healthcare Limited | Product Disclosure Statement

OfferThe offer of Bonds made by Oceania Healthcare under this PDS.
Opening Date Monday, 5 October 2020.
PDSThis product disclosure statement for the Offer dated 25 September 2020.
Primary Market ParticipantHas the meaning given to that term in the NZX Participant Rules as amended from
time to time.
Principal Amount$1.00 per Bond.
Rate Set DateFriday, 9 October 2020.
RegisterThe register in respect of the Bonds maintained by the Securities Registrar.
Registered Retirement
Village
A retirement village (including care suites) registered under the Retirement Villages Act.
Retirement Village AssetsThe assets of a Registered Retirement Village operated by Oceania Village.
Retirement Village LandLand used for the purposes of a Registered Retirement Village.
Retirement Villages ActRetirement Villages Act 2003.
Second Registered
Mortgage
A registered mortgage over Retirement Village Land in favour of the Security Trustee.
For each Second Registered Mortgage:
– the relevant Statutory Supervisor has first rights (ahead of the Security Trustee) to the
proceeds of enforcement; and
– a first ranking mortgage in favour of the relevant Statutory Supervisor is typically
also registered over the relevant Retirement Village Land, ranking ahead of the
Security Trustee.
Securities RegistrarComputershare Investor Services Limited.
SecurityThe Global Security Deed and each mortgage granted by Oceania Village (or Oceania
Healthcare or any other Guarantor) in favour of the Security Trustee.
Security Sharing DeedEach security sharing deed between a Statutory Supervisor, the Security Trustee and
Oceania Village as operator of Registered Retirement Villages.
Security Trust DeedThe security trust deed dated 13 July 2005 (as amended or supplemented
from time to time) between (among others) Oceania Healthcare, the Guarantors and
New Zealand Permanent Trustees Limited as the Security Trustee.
Security TrusteeNew Zealand Permanent Trustees Limited or such other person as may hold office as
security trustee under the Security Trust Deed from time to time.
Semi-annual Test DateScheduled for 31 March and 30 September in each year. However, because Oceania
Healthcare has recently changed its balance date from 31 May to 31 March in each year,
the first Semi-annual Test Date will be 30 November 2020 (six months after Oceania
Healthcare's last balance date on 31 May 2020). Thereafter, the Semi-annual Test Date will
be 31 March and 30 September in each year.
Statutory SupervisorSuch statutory supervisor as may be appointed from time to time as statutory supervisor
in respect of a Registered Retirement Village pursuant to the Retirement Villages Act.
Supplemental DeedThe supplemental deed dated 25 September 2020 between Oceania Healthcare and
the Bond Supervisor setting the terms and conditions of the Bonds (as amended or
supplemented from time to time).
Swap RateThe mid-market rate for an interest rate swap of a term matching the period from the
Issue Date to the Maturity Date as calculated by the Arranger in consultation with Oceania
Healthcare, according to market convention, with reference to Bloomberg page ‘ICNZ4’
(or any successor page) on the Rate Set Date and expressed on a quarterly basis (rounded
to 2 decimal places, if necessary, with 0.005 being rounded up).
Trust DeedThe master trust deed dated 25 September 2020 between Oceania Healthcare and
the Bond Supervisor pursuant to which certain bonds may be issued (as amended
or supplemented from time to time), and where the context requires includes the
Supplemental Deed.
26

27
Oceania Healthcare Limited | Product Disclosure Statement
oceaniahealthcare.co.nz

---

INDICATIVE
TERMS SHEET
SECURED FIXED RATE BONDS
MATURING 19 OCTOBER 2027
Issued by Oceania Healthcare Limited
Date: 25 September 2020

The product disclosure statement for the Bonds (PDS),
which contains full details of the offer, is available at
www.oceaniahealthcare.co.nz/investor-centre/bonds or
can be obtained from the Joint Lead Managers, or your
usual financial advisor. Investors must obtain a copy of
the PDS before they apply for Bonds.
Capitalised terms used but not defined in this Terms Sheet
have the meaning given to them in the PDS.
ISSUEROceania Healthcare Limited (Oceania Healthcare).
DESCRIPTIONSecured unsubordinated fixed rate bonds (Bonds).
GUARANTEEPayments on the Bonds are guaranteed by Oceania Healthcare, Oceania Village
Company Limited, Oceania Care Company Limited and Oceania Group (NZ) Limited
under a guarantee contained in the Global Security Deed described below.
More information on the Guarantee can be found in section 5 of the PDS (Key features
of the Bonds).
PURPOSEThe proceeds of this offer are expected to be used to repay a portion of Oceania
Healthcare’s existing bank debt, providing Oceania Healthcare with diversity of funding
and tenor and helping facilitate Oceania Healthcare’s further growth.
SECURITYThe Bonds are secured on an equal ranking basis with Oceania Healthcare’s existing
indebtedness. The Bonds will have benefit of:
– Mortgages in favour of the Security Trustee, including:
• Second Registered Mortgages in respect of Retirement Village Land. The Statutory
Supervisors have first rights (ahead of the Security Trustee) to the proceeds
of enforcement of each such Mortgage, and first ranking mortgages in favour
of the relevant Statutory Supervisor are typically also registered ahead of the
Security Trustee.
• First Registered Mortgages over certain Land that is not Retirement Village Land.
This includes aged care facility freehold Land.
– General security over all the assets of Oceania Healthcare and the Guarantors
under the Global Security Deed. The Statutory Supervisors have first rights (ahead
of the Security Trustee) to the proceeds of security enforcement against Retirement
Village Assets.
The Security Trustee holds the Security for all creditors entitled to their benefit.
This includes (in addition to the Bond Supervisor and the Bondholders) Oceania
Healthcare’s bank lenders and hedging providers.
Refer to the PDS for more detail on the Security.
FINANCIAL COVENANTSLoan to Valuation Ratio
Oceania Healthcare agrees to ensure that, on each Semi-annual Test Date, the total
principal amount of financial indebtedness secured under the Global Security Deed is
not more than 50% of the valuation of all properties owned by Oceania Healthcare and
its subsidiaries, as described further in the PDS.
Distribution Restriction
Under the Trust Deed Oceania Healthcare is not permitted to make any distribution
if an Event of Default is continuing or if it would result in the occurrence of an Event
of Default.
Refer to the Trust Deed for more detail on covenants that will apply to the Bonds.
CRE DIT R ATINGThe Bonds will not be rated.
Indicative terms sheet for an issue of up to $75 million secured fixed
rate bonds (plus up to an additional $50 million of oversubscriptions)
due 19 October 2027.
01
Oceania Healthcare Limited | Indicative Terms Sheet

OFFER AMOUNTUp to $75 million (with the ability to accept oversubscriptions of up to an additional
$50 million at Oceania Healthcare’s discretion).
NO PUBLIC POOLAll Bonds, including any oversubscriptions, have been reserved for subscription by clients
of the Joint Lead Managers, NZX Firms and other approved financial intermediaries
invited to participate in the bookbuild conducted by the Joint Lead Managers.
INTEREST RATEThe Interest Rate will be determined by Oceania Healthcare in conjunction with the Joint
Lead Managers following a bookbuild. It will be announced via NZX on the Rate Set Date.
The Interest Rate will be equal to the sum of:
– the Issue Margin determined following the bookbuild and announced via NZX on
the Rate Set Date; and
– the Swap Rate on the Rate Set Date,
but in any case will be no less than the minimum Interest Rate. The minimum Interest
Rate and indicative Issue Margin will be announced via NZX on the opening date
(5 October 2020).
ISSUE MARGINDetermined in the bookbuild for the Offer as announced by Oceania Healthcare via NZX
on the Rate Set Date.
SWAP R ATEThe mid-market rate for an interest rate swap of a term matching the period from
the Issue Date to the Maturity Date as calculated by the Arranger in consultation with
Oceania Healthcare, according to market convention, with reference to Bloomberg page
‘ICNZ4’ (or any successor page) on the Rate Set Date and expressed on a quarterly basis
(rounded to 2 decimal places, if necessary, with 0.005 being rounded up).
INTEREST PAYMENTSQuarterly in arrear in equal payments on 19 January, 19 April, 19 July and 19 October in
each year (or if that day is not a Business Day, the next Business Day) until and including
the Maturity Date, with the First Interest Payment Date being 19 January 2021.
EARLY REDEMPTIONBondholders have no right to require Oceania Healthcare to redeem the Bonds prior to
the Maturity Date, except in the case of an Event of Default (as described in the PDS and
the Trust Deed).
Oceania Healthcare may elect (at its discretion) to redeem all, but not some only, of the
Bonds on any Interest Payment Date after the third anniversary of the Issue Date by
giving not less than 20 Business Days’ notice of the redemption date.
If the Bonds are redeemed early in this manner, they will be redeemed for the greater of:
– their Principal Amount; and
– their market price (excluding interest), calculated as the arithmetic average of the
daily volume weighted average price (excluding interest) of Bonds traded through the
NZX Debt Market over the 10 Business Days immediately prior to the date on which
Oceania Healthcare gave the redemption notice (or, if the Bonds have not traded on
the NZX Debt Market for at least half of such 10 Business Day period, the average price
of the Bonds for that period will be determined by an independent adviser appointed
in accordance with the Trust Deed (excluding interest)), in each case together with
accrued interest.
ISSUE PRICE$1.00 per Bond, being the Principal Amount of each Bond.
MINIMUM APPLICATION
AMOUNT
$5,000 and multiples of $1,000 thereafter.
RECORD DATE5.00pm on the date that is 10 days before the relevant scheduled Interest Payment
Date (prior to any adjustment to the Interest Payment Date to fall on a Business Day).
If the record date falls on a day which is not a Business Day, the record date will be the
immediately preceding Business Day.
ISINNZOCADT001C3.
02
Oceania Healthcare Limited | Indicative Terms Sheet

QUOTATIONApplication has been made to NZX for permission to quote the Bonds on the NZX
Debt Market and all the requirements of NZX relating to that quotation that can be
complied with on or before the date of distribution of the PDS have been duly complied
with. However, the Bonds have not yet been approved for trading and NZX accepts no
responsibility for any statement in the PDS. NZX is a licensed market operator, and the
NZX Debt Market is a licensed market, under the FMCA.
NZX ticker code OCA010 has been reserved for the Bonds.
TRANSFER RESTRICTIONSOceania Healthcare may decline to accept or register a transfer of the Bonds if the
transfer would result in the transferor or the transferee holding or continuing to hold
Bonds with a Principal Amount of less than $5,000 (if not zero) or if the transfer is not in
multiples of $1,000.
ARRANGER Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand
branch) (Westpac).
JOINT LEAD MANAGERSANZ Bank New Zealand Limited, Craigs Investment Partners Limited, Jarden Securities
Limited and Westpac.
SUPERVISORPublic Trust.
SECURITY TRUSTEENew Zealand Permanent Trustees Limited.
SECURITIES REGISTRARComputershare Investor Services Limited.
BROKERAGE0.50% brokerage plus 0.50% on firm allocations paid by Oceania Healthcare.
GOVERNING LAWNew Zealand.
SELLING RESTRICTIONSOceania Healthcare does not intend that the Bonds be offered for sale, and no action has
been taken or will be taken to permit a public offering of Bonds, in any jurisdiction other
than New Zealand. You may only offer for sale or sell any Bond in conformity with all
applicable laws and regulations in any jurisdiction in which it is offered, sold or delivered.
This Terms Sheet may not be published, delivered or distributed in or from any country
other than New Zealand.
By subscribing for or otherwise acquiring any Bonds, you agree to indemnify, among
others, Oceania Healthcare, the Supervisor and the Joint Lead Managers for any loss
suffered as a result of any breach by you of these selling restrictions.
Important dates:
OPENING DATEMonday, 5 October 2020.
CLOSING DATEFriday, 9 October 2020 at 12.00pm.
R ATE SET DATEFriday, 9 October 2020.
ISSUE DATE AND
ALLOTMENT DATE
Monday, 19 October 2020.
EXPECTED DATE OF
INITIAL QUOTATION
Tuesday, 20 October 2020.
MATU RIT Y DATETuesday, 19 October 2027.
The timetable is indicative only and subject to change.
Oceania Healthcare may, in its absolute discretion and
without notice, vary the timetable (including by opening
or closing the Offer early, accepting late applications and
extending the Closing Date).
If the Closing Date is extended, the Rate Set Date, the
Issue Date, the expected date of initial quotation and
trading of the Bonds on the NZX Debt Market, the
Interest Payment Dates and the Maturity Date may
also be extended. Any such changes will not affect
the validity of any applications received.
Oceania Healthcare reserves the right to cancel the Offer
and the issue of the Bonds, in which case any application
monies received will be refunded (without interest) as
soon as practicable and in any event within 5 Business
Days of the cancellation.
03
Oceania Healthcare Limited | Indicative Terms Sheet

---

0
Retail Bond Presentation
25 September 2020
Meadowbank Stage 5
(completed in May 2020)

1
Disclaimer
Please read carefully before the rest of this presentation
This presentation has been prepared by Oceania Healthcare Limited (“Oceania” or the “Issuer”) in
relation to the offer of bonds described in this presentation (“Bonds”). The offer of the Bonds is made in
the product disclosure statement dated 25 September 2020 (“PDS”), which has been lodged in
accordance with the Financial Markets Conduct Act 2013 (“FMCA”). The PDS is available through
www.companies.govt.nz/disclose or by contacting ANZ Bank New Zealand Limited, Craigs Investment
Partners Limited, Jarden Securities Limited or Westpac Banking Corporation (ABN 33 007 457 141)
(acting through its New Zealand branch) as Joint Lead Managers or any other Primary Market
Participant, and must be given to investors before they decide to acquire any Bonds. No applications will
be accepted or money received unless the applicant has been given the PDS. Capitalised terms used but
not defined in this presentation have the meanings given to them in the PDS.
The information in this presentation is of general nature and does not constitute financial product
advice, investment advice or any recommendation by the Issuer, the Bond Supervisor, the Arranger, the
Joint Lead Managers, 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 based on the PDS 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.
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
forwarding-looking statements will in fact be correct. It is likely that actual results will vary from those
contemplated by these forward-looking statements and such variations may be material.
The offer of Bonds is being made only in New Zealand. The distribution of this presentation, and the
offer or sale of the Bonds, may be restricted by law in certain jurisdictions. Persons who receive this
presentation outside New Zealand must inform themselves about and observe all such 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. The
Bonds may not be offered or sold directly or indirectly, and neither this presentation nor any other
offering material may be distributed or published, in any jurisdiction other than New Zealand where
action is required for that purpose.
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.
None of the Arranger, Joint Lead Managers 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 Act 2013 or cannot be disclaimed as a matter of law).

2
Contents
01Offer Highlights3
02Business Overview and Strategy4
03Financial Highlights12
04Funding and Security Structure15
05Offer Terms and Timetable21
06Appendices25
Presented by:
Earl Gasparich, Chief Executive Officer
Brent Pattison, Chief Financial Officer

3
Retail Bond OfferDetails
IssuerOceania Healthcare Limited (Oceania)
BondsSecured unsubordinated fixed rate bonds
Guarantee
Payments on the Bonds are guaranteed by Oceania, Oceania Village Company Limited, Oceania Care Company Limited and
Oceania Group (NZ) Limited under a guarantee contained in the Global Security Deed
Offer AmountUp to $75m (with the ability to accept oversubscriptions up to an additional $50m)
Maturity7 year bonds maturing 19 October 2027
Quotation
Application to quote the bonds on the NZX Debt Market (NZDX) has been made
NZX ticker code OCA010 has been reserved for the Bonds
Joint Lead ManagersANZ, Craigs Investment Partners, Jarden and Westpac
Offer highlights01

4
Business Overview and
Strategy
4

5
Key Statistics as at 31 May 2020
Oceania was formed in 2005 and is a “care focused” operator and developer of aged care homes and retirement villages.
Oceania is an experienced developer of new aged care and retirement village facilities. The existing portfolio includes a substantial brownfield development
pipeline throughout New Zealand.
1. The sale of one of the undeveloped sites (Woodchester, Christchurch) has settled since 31 May 2020.
Oceania at a glance02
Value Propositions
AGED CARE
1
Recognised
leaderin
clinical care
Attractive
demographic trends
and industry
structure –
especially in the
care segment
Clear growth
strategy in
aged care
2
3
693
Care suites
1,158
Units
3,600
Residents (approx)
2,800
Staff (approx)
26
Existing sites
with mature
operations
18
Existing sites with
brownfield
developments
(current & planned)
2
Undeveloped
sites
1
2,561
Care beds & Care suites
1,285
Units
Portfolio
People
Pipeline
46
Total
sites
1

6
Operating Segment
AGED CARERETIREMENT VILLAGE
Core operations
Provision of residential aged care services in standard beds, premium
rooms and care suites.
Manage portfolio of independent living
accommodation for over 70 year olds.
Portfolio size
1
2,561 BEDS & CARE SUITES1,285 UNITS
ServicesAged Care ServicesIndependent Living
ProductStandard BedPAC BedCare SuiteApartmentVilla
1. Accommodation model
Sold under Occupation Right Agreement (ORA)
i.e. The resident purchases ORA. Oceania charges a Deferred
Management Fee (DMF) and Oceania receives any capital gain on the
resale of unit.
2
n/an/a
✓✓✓
Dailypremium accommodation charge (PAC)n/a
✓
n/an/an/a
2. Services model
Services provided
Rest Home Care
Hospital Care
Dementia Care
Rest Home Care
Hospital Care
Dementia Care
Rest Home Care
Hospital Care
(Dementiain future)
Resident hospitality and
facilities management
Resident hospitality and
facilities management
Weekly service fee
n/an/a
n/a
✓✓
Government funded daily care fee
✓✓
✓
n/an/a
Strategy
•
Maximise occupancy through continuous improvement in service
delivery and quality of clinical care.
•
Increase DMF and premium revenue through
i.Full redevelopment of some existing aged care centres to new
premium Care Suites; and
ii.conversion of some standard beds to Care Suites.
•
Increase Unit resale margins through
Oceania brand engagement and Oceania’s
regular review of market supply and
demand dynamics.
1. As at 31 May 2020.
2. Standard resale gain policy. A small number of legacy contracts require the resident to share in the resale gains on theirunit.
Operations
Revenue drivers
Strategy
12
Oceania market position & strategy02

7
24.6%
24.0%
22.9%
46.4%
44.6%
38.8%
17.4%
16.7%
15.9%
7.0%
9.1%
14.1%
4.6%
5.6%
8.2%
FY2017FY2020FULL PIPELINE
Standard villas & apartmentsStandard BedsPAC BedsCare SuitesPremium villas & apartments
Operating Segment
DEVELOPMENT
Core operations
Design and construct integrated retirement village and aged care centres
•
Project manage the design, consent, financing, and construction of new Care Suites and Units.
•
Oceania has proven brownfield development capability, historically delivering on time and on budget.
•
86.3% of pipeline consented as at 31 May 2020.
Development pipeline1,851 CARE SUITES AND UNITS IN PIPELINE
1
Revenue drivers
•
First sale of ORA over new units.
•
Development margin realised.
Strategy
•
Development of integrated aged care and retirement village facilities on land where operational facilities already
exist (Brownfield Development).
•
Acquisition of additional Brownfield Development sites as well as sites where operational facilities do not already
exist (Greenfield Development), in complementary regions.
•
Transition portfolio to 69% premium beds and units at the completion of the current pipeline:
1. As at 31 May 2020.
Operations
3
Revenue
Drivers
Strategy
69%
premium when
pipeline
complete
60%
increase in premium beds & units since FY2017
Oceania market position & strategy02
The Bellevue | Christchurch
Example of brownfield development
To be completed FY2021
▪22apartments
▪71care suites

8
Care BedsCare SuitesUnitsTotal
North Island
1,4424949742,910
South Island
440185311936
Total Existing
1
1,8826791,2853,846
DevelopmentPipeline
2
-6931,1581,851
Less Decommissions
(361)(43)(110)(514)
Care Suite Conversions
(78)64-(14)
Net DevelopmentPipeline
3
(439)7141,0481,323
Total Post Development
1,4431,3932,3335,169
Oceania market position & strategy02
We are a “care focused” operator and developer of aged care centres and retirement villages.
Current & future portfolio composition
1
1. As at 31 May 2020.
2. Includes 325 care studios which may be initially sold with a PAC and may subsequently be sold under an ORA.
3. Current and planned developments as at 31 May 2020.

9
Transformations delivered –Fulfilling our promise since IPO
Meadowbank -Then
Meadowbank -Now
Maureen Plowman -Then
The Sands -Now
64
Apartments
Completed
44
Care Suites
Completed
137
Apartments
Completed
64
Care Suites
Completed
From IPO in 2017 to 31 May 2020 we delivered 579 new units and care suites, including opening four new premium care facilities at Meadowbank, The Sands,
The BayView and Awatere.
Portfolio02

10
Transformations delivered –Fulfilling our promise since IPO
Melrose -Then
The BayView -Now
81
Care Suites
Completed
90
Care Suites
Completed
Trevellyn -Then
Awatere -Now
137
Future
Apartments
Unlocked
211
Future
Apartments
Unlocked
Opening the new care facilities at The BayView and Awatere has unlocked under-utilised land at these sites for subsequent stagesof premium independent
living apartments to achieve site optimisation.
Portfolio02

11
Oceania is committed to enhancing value for all of our stakeholders in a sustainable manner.
●The diagram opposite outlines Oceania’s sustainability
framework, aimed at ensuring prosperity is achieved
though sustainable practices
●We care about the health and wellbeing of our staff,
residents and contractors
●We have a strong focus on our environmental impact
▬New builds are constructed to a Homestar 6 rating.
▬We have measured our carbon emissions baseline
footprintand are now analysing key contributors to
identify reduction strategies.
▬We have commenced site-wide waste auditsto
understand components and identify opportunities
for savings.
▬Our fleet of cars is being transitioned to hybrid and
new resident carparks are equipped for electric
charging stations.
▬Existing facilities are being converted to LED lighting
during refurbishment processes.
Becoming more sustainable02

12
Financial Highlights
12

13
32.2
50.8
50.7
42.9
FY2017FY2018FY2019FY2020
42.7
61.9
63.8
63.5
FY2017FY2018FY2019FY2020
39.0
82.2
89.3
99.4
FY2017FY2018FY2019FY2020
0.9
1.1
1.4
1.5
FY2017FY2018FY2019FY2020
Operating cash flow
NZDm
Underlying EBITDA from continuing operations
1
NZDm
Underlying NPAT from continuing operations
1
NZDm
Total assets
NZDb
1. Underlying EBITDA and NPAT from continuing operations excludes the earnings from sites divested in FY2019 in all reportingperiods. Underlying EBITDA & NPAT includes pro forma adjustments in FY2017 to i)
adjust for the pre-IPO capital structure by applying the post IPO capital structure retrospectively for that financial year, andii) exclude transaction costs.
Underlying earnings, operating cash flow and total assets have increased significantly since FY2017.
Financial highlights03

14
Our care and village business held up well in the face of COVID-19 and we remain committed to our strategy.
●50% of our care portfolio is now premium beds or care suites (34% at IPO) as we progress to our target mix of 70%/30% premium to standard rooms. 90 new
care suites delivered, and 47 care suite conversions completed in FY2020.
●Premium DMF and PAC revenue doubled since IPO to $11.7m in FY2020, 39% higher than FY2019.
●Occupancy increased to 93.7% at sites not affected by development in FY2020.
●Appointment of Dr Frances Hughes, CNZM as General Manager Nursing & Clinical Strategy. Dr Hughes has over 30 years’ nursing experience and has held senior
management and nursing positions on a global level.
Sales volumes and margins favourable in light of COVID-19
●Despite COVID-19, Oceania recorded 355 total ORA sales in FY2020, an increase of 45 units and care suites (or 15%) on FY2019
●New care suite sales doubled in FY2020 to 114 (57 in FY2019).
▬Total care suite sales volumes (new and resales) to 29 February 2020 (i.e. pre-COVID) were 175 compared to 93 in pcp.
●New ILU sales flat despite COVID-19 (75 in FY2020 compared to 76 in FY2019).
▬Total pre-COVID ILU sales volumes (new and resales) were 98 compared to 96 in pcp.
●Development margin remains strong at 33.1%.
●Of the pre-COVID-19 applications we had at the start of March 2020, 89% were either sold or under application at year end FY2020.
Continued commitment to our Aged Care strategy
●176 units and care suites delivered across 6 sites in FY2020.
●217 units and care suites on track to be delivered in FY2021.
●Total development pipeline as at 31 May 2020 of 1,851 units and care suites with 86.3% of this pipeline consented.
Development pipeline progress
FY2020 highlights03

1515
Funding and Security Structure

16
Debt is primarily used to acquire and develop Oceania’s sites across New Zealand. The debt is then repaid using proceeds from the first time sale of newly
developed units and care suites.
●Oceania uses debt to fund the:
▬Redevelopment of existing brownfield sites;
▬Acquisition of greenfields land for future development; and
▬Development of greenfields land into operating facilities.
●The proposed bond issue will:
▬Provide further diversification of funding sources and tenor. Oceania
currently has $420m of bank facility limits with ANZ and Westpac,
comprising a $350m bank facility to July 2023 and an additional $70m
bank facility limit to September 2021 (undrawn to date). This additional
$70m facility will be cancelled following the proposed bond issue;
▬Repay existing bank debt; and
▬Help facilitate Oceania’s further growth, including funding the current
pipeline and potential acquisition of new development sites (brownfield
and / or greenfields).
Capital Structure
Debt facilitiesFacility limit
Drawn amount
(31/05/20)
Headroom
General / corporate$135.0m$118.6m$16.4m
Development facility$215.0m$208.1m$6.9m
Facility C$70.0m-$70.0m
Cashn/a($17.6m)$17.6m
Total limits / net bank debt
1
$420.0m$309.1m$110.9m
Finance leases
2
n/a13.0n/a
Total net debt$322.1m
1. Excludes derivative financial instruments.
2. Includes $5m of secured liabilities. Refer to slide 19 for more details.
Purpose of debt04

17
Capital expenditureFirst sales proceedsDevelopment marginRecurring cash flow p.a.
Developments are typically staged to ensure the most efficient recycling of capital given target gearing levels and local marketdemand.
●Oceania is predominantly a brownfields developer. In general, the brownfields
development process is staged in order to maximise capital efficiency.
●Typically, care is built in the first stageon surplus land. Upon completion, sell
down begins to repay development debt drawn.
●Simultaneous with care suite sell down, the old care facility is demolished to
make way for subsequent apartment stages. Debt is redrawn to fund
development of apartments.
●All development capex is expected to be fully recovered once all stages are sold
down, and generate recurring cash flow once mature (see chart below).
●Construction of a stage of a new development typically takes two to three years
to complete.
●Oceania has an experienced internal team with robust processes in place for
tendering projects and selecting skilled and qualified contractors to mitigate
construction and development risk.
Illustrative summary cash flows from Brownfields Development
Recurring cash flows
include care DMF,
apartment DMF, and
other care bed earnings
Net debt to development assets
●Development assets exceeded the value of net debt by $52.2m as at 31 May
2020.
●Development assets could be realised to reduce debt.
309.1
361.3
-
50
100
150
200
250
300
350
400
Net debtDevelopment assets
NZDm
Net debtUndeveloped LandDevelopment WIPUnsold Stock
1.17x
Value of development assets vs. net debt
Debt is supported by the value of operating and development assets (together
valued at $990m net of liabilities preferred by law, refundable obligations to
residents and other secured liabilities).
In addition to development asset backing debt holders also have the benefit of
earnings from the existing business including aged care earnings and resales of
existing units and care suites
Development cash flows04

18
Listed entity Oceania Healthcare Limited is the issuer and the guaranteeing group includes entities owning and operating the care centres and retirement
villages in the Group.
●Oceania Healthcare Limited as Issuer is responsible for
repaying, and paying interest on, the Bonds. Payments on the
Bonds are guaranteed by Oceania Care Company Limited,
Oceania Village Company Limited and Oceania Group (NZ)
Limited:
▬Oceania Village Company Limited owns the Oceania
Group’s aged care and retirement village facilities and
undertakes the retirement village operations.
▬Oceania Care Company Limited undertakes the Oceania
Group’s aged care operations.
▬Oceania Group (NZ) Limited provides corporate head
office functions and operates the Wesley Institute of
Learning to deliver postgraduate nursing and healthcare
assistant training to Oceania Group staff and the wider
nursing and healthcare industry.
Security structure as at 31 May 2020
1. Dotted lines indicate security. Solid orange lines indicate ownership.
2. Assets of Oceania as Issuer are shown excluding amounts attributable to shares held in the Guarantors and other subsidiaries,but including $3 million in relation to goodwill which arises on consolidation.
The issuer and guaranteeing group04

19
(19)
(535)
(5)
(337)
(24)
1,549
990
595
Total assetsLiabilities
preferred by
law
Liabilities to
Statutory
Supervisors
Other secured
liabilities
Assets
remaining
Bonds and
bank debt
Unsecured
Liabilities
Equity
●Total assets as at 31 May 2020 of $1.5b, including investment property and
property, plant and equipment of $1.4b.
●Liabilities that rank in priority to the bonds include liabilities preferred by law
(e.g. employee entitlements and Inland Revenue), liabilities secured by Statutory
Supervisors’ First Mortgages (including amounts owing to retirement villages
residents)
1
and other secured liabilities
2
.
▬Assets of $990m remaining after these claims.
●Liabilities that rank equally with the Bonds include other unsubordinated
liabilities that have the benefit of the Security, including bank debt, totalling
$337m as at 31 May 2020.
●The Bonds and bank lenders have the benefit of first ranking mortgages over
undeveloped land owned by Oceania Village Company Limited.
●ANZ is facility agent for the banks.
●New Zealand Permanent Trustees Limited is Security Trustee for the bonds.
Public Trust is the Bond Supervisor.
Financial Position as at 31 May 2020 (NZDm)
3
1. The Statutory Supervisors have first ranking security for the protection of residents’ rights however this does not give the Statutory Supervisor discretion to demand repayment of residents’ loans.
2. Includes lease liabilities relating to chattels and motor vehicles.
3. Asset values are shown based on market values.Please see Figure Two and Figure Three of the PDS for further details on relevant assets and liabilities.
4. An amount of $34 million in relation to the deferred management fee liability on Oceania’s balance sheet is excluded from thediagram above due to its nature as a non-cash liability, arising from
differences in the treatment of DMF for contractual and accounting purposes.
Assets after deducting
liabilities that rank above
the Bonds
Bondholders on an equal
ranking security basis
with Oceania’s bank
lenders
The Bonds share the Security provided by Oceania and the Guarantors on an equal ranking basis with Oceania’s bank lenders as provided by the Security
Trust Deed.
4
Security04

20
29.5%
30.6%
33.8%
-
10%
20%
30%
40%
50%
FY20191H2020FY2020
Oceania maintains a conservative approach with significant headroom on the Loan-to-Valuation (LVR) covenant
●Key terms of the bond LVR include:
▬LVR must not exceed 50%;
▬If there is a breach of the LVR then:
Oceania must, within 6 months of the date of a semi-annual compliance
report being delivered setting out that breach (or the date on which it
should have been delivered, if earlier), remedy the breach or (if not
remedied within 6 months) give notice to the Bond Supervisor within 20
Business Days after such date of its plan to remedy the breach (by selling
assets, effecting a capital restructuring and/or other action); and
if the breach is not remedied within 6 months of the date of that notice
(or the date on which it should have been delivered, if earlier), an Event
of Default will occur.
●Certain terms in the Bank Facility Agreement limit the ability of Oceania to
borrow money. The key terms currently include:
▬A maximum LVR of 50%;
▬A minimum interest cover ratio; broadly, the ratio of Adjusted EBITDA (a
proxy for cash earnings) available for servicing the interest (excluding
interest associated with the development facility (Facility B)) of 2.00:1.
Loan to valuation (LVR) ratio
As at 31 May 2020
LVR (covenant <50%)33.8%
Interest cover ratio (covenant >2.0x)7.7x
Bank Covenants
Covenants04

21
Offer Terms & Timetable
21

22
Retail Bond OfferDetails
IssuerOceania Healthcare Limited
Description of the BondsSecured unsubordinated fixed rate bonds
Guarantee
Payments on the Bonds are guaranteed by Oceania, Oceania Village Company Limited, Oceania Care Company Limited and
Oceania Group (NZ) Limited under a guarantee contained in the Global Security Deed
Offer amountUp to $75m (with the ability to accept oversubscriptions up to an additional $50m)
Maturity7 year bonds maturing 19 October 2027
Interest rate
The Interest Rate will be determined by Oceania in conjunction with the Joint Lead Managers following a bookbuild. It will
be announced via NZX on the Rate Set Date.
The Interest Rate will be equal to the sum of:
•the Issue Margin determined following the bookbuild and announced via NZX on the Rate Set Date; and
•the Swap Rate on the Rate Set Date,
but in any case will be no less than the minimum Interest Rate. The minimum Interest Rate and indicative Issue Margin will
be announced via NZX on the opening date (5 October 2020)
Interest payments
Quarterly in arrear in equal payments on 19 January, 19 April, 19 July and 19 October in each year (or if that day is not a
Business Day, the next Business Day) until and including the Maturity Date, with the First Interest Payment Date being 19
January 2021
Purpose
The proceeds of this offer are expected to be used to repay a portion of Oceania’s existing bank debt, providing Oceania
with diversity of funding and tenor and helping facilitate Oceania’s further growth. This purpose will not change,
irrespective of the total amount that is raised
Key terms of the Offer05

23
Retail Bond OfferDetails
Financial covenant (Loan to Valuation ratio)
Oceania agrees to ensure that, on each Semi-annual Test Date
1
, the total principal amount of financial indebtedness secured
under the Global Security Deed is not more than 50% of the valuation of all properties owned by the Oceania Group
Early redemption
Bondholders have no right to require Oceania to redeem the Bonds prior to the Maturity Date, except in the case of an
Event of Default (as described in the PDS and the Trust Deed).
Oceania may elect (at its discretion) to redeem all, but not some only, of the Bonds on any Interest Payment Date after the
third anniversary of the Issue Date by giving not less than 20 Business Days’ notice of the redemption date.
If the Bonds are redeemed early in this manner, they will be redeemed for the greater of:
•their Principal Amount; and
•their market price (excluding interest), calculated as the arithmetic average of the daily volume weighted average price
(excluding interest) of Bonds traded through the NZX Debt Market over the 10 Business Days immediately prior to the
date on which Oceania gave the redemption notice (or, if the Bonds have not traded on the NZX Debt Market for at least
half of such 10 Business Day period, the average price of the Bonds for that period will be determined by an independent
adviser appointed in accordance with the Trust Deed (excluding interest)), in each case together with accrued interest
Distribution restriction
Oceania is not permitted to make any distribution if an Event of Default has occurred and is continuing or if the making of
the distribution would result in the occurrence of an Event of Default
Minimum application amount$5,000 and multiples of $1,000 thereafter
Credit ratingThe Bonds will not be rated
QuotationApplication has been made for the Bonds to be quoted on the NZX Debt Market under the ticker code OCA010
Joint Lead ManagersANZ, Craigs Investment Partners, Jarden and Westpac
1. Tested semi-annually, first on 30 November 2020, and thereafter on 31 March and 30 September in each calendar year. Describedfurther in section 5 of the PDS (Key features of the Bonds).
Key terms of the Offer (continued)05

24
EventDate
PDS lodgementFriday, 25 September 2020
Opening dateMonday, 5 October 2020
Closing dateFriday, 9 October 2020 at 12.00pm
Rate set dateFriday, 9 October 2020
Issue date and allotment dateMonday, 19 October 2020
Expected date of initial quotationTuesday, 20 October 2020
Maturity dateTuesday, 19 October 2027
Key dates of the Offer05

2525
Appendices
01
Portfolio summary
02COVID-19 impact and response
03Embedded Value
04
Directors
05
Executive Management Team
06
Glossary

26
FacilityRegion
Care
BedsCare Suites
Village
UnitsTotal
NORTH ISLAND
Totara ParkRodney
--3030
The SandsNorth Shore
-
4464108
Greenvalley LodgeNorth Shore50--50
Lady AllumNorth Shore7215129216
Te ManaNorth Shore46--46
AmberwoodWaitakere67--67
EdenAuckland-6740107
Everil OrrAuckland52--52
MeadowbankAuckland
-
64193257
WesleyAuckland71--71
ElmwoodManukau11148129288
St Johns AucklandManukau--1818
TakaniniManukau91--91
FranklinFranklin44--44
Awatere (formerly Trevellyn)Hamilton-9043133
WhitiangaWhitianga53-1063
ElmswoodTauranga38--38
The BayViewTauranga-8160141
OhinemuriPaeroa68-876
Victoria PlaceTokoroa51--51
St Johns WoodTaupo37251880
WharerangiTaupo47-2168
DuartHastings66--66
EversleyHastings50-656
GracelandsHastings893101193
AtawhaiNapier612246129
WoburnHawke's Bay33--33
EldonParaparaumu962-98
EldersleaUpper Hutt1111312136
HeretaungaUpper Hutt3820-58
Hutt GablesUpper Hutt--4646
FacilityRegionCare Beds
Care
Suites
Village
UnitsTotal
SOUTH ISLAND
Marina CovePicton--2222
Green GablesNelson--1212
OtumaramaNelson327-39
StokeNelson--
114
114
WhareamaNelson71--71
RedwoodBlenheim621546123
WoodlandsTasman30203686
HolmwoodChristchurch3512-47
MiddleparkChristchurch3321-54
Palm GroveChristchurch315432117
The OaksChristchurch693632137
The Bellevue (formerly
Windermere)
Christchurch--1717
Addington LifestyleChristchurch7720-97
TOTAL (NORTH AND SOUTH ISLANDS)1,8826791,2853,846
01Portfolio summary (31 May 2020)

27
ImpactResponse
Aged care
operations
●Operations responsible for the care of over 3,600 residents, a
population with heightened vulnerability to COVID-19
●Care operations deemed an essential service; continued
throughout lockdown
●Government funded aged care services ensures reliable cash
flows
●Stable occupancy
●Care suite applications and sales continued through lockdown
●Oceania has not recorded any COVID-19 cases to date
●Visitor restrictions
●Enhanced infection control measures
●Regular communications with stakeholders
●Additional Government funding to the sector
People
●Increased requirements for our over 2,800 staff, including:
▬Isolation requirements for residents;
▬Screening facility entrants; and
▬Restricting visitors to essential only
●Staff and residents are our primary priority
●Provide all necessary support to both staff and residents
Retirement
village operations
●Good unit sales prior to lockdown
●Unable to settle sales applications through lockdown
●Obtained support through the MBIE wage subsidy scheme
●Sales recommenced post lockdown, strong sales levels through June, July
and August
COVID-19 impact and response
Essential service provider status and defensive care earnings stream ensured Oceania was well
positioned through COVID-19 uncertainty
02

28
$75.1$92.3$126.3
$125.4
$115.6
$90.5
$200.5
$207.9
$216.8
1,196
1,232
1,388
-
400
800
1,200
1,600
2,000
-
50
100
150
200
250
FY2018 (PF)FY2019FY2020
Accrued DMFEmbedded Resales GainsNumber of Units (RHS)
Embedded value03
The embedded value in our portfolio has increased 4.3% from FY2019 to $216.8m as at FY2020 and will underpin the future realisation of cashflows from
deferred management fees and resale gains.
1. Calculated as the current/estimated sale or resale price of all units/care suites as determined by CBRE –note FY2020 as at 30 April 2020. The FY2018 figure has been adjusted for the divestment of
Dunblane Village.
2. Value of unsold stock represents the sales prices of units/care suites which are not under contract, as they are either newlyconstructed or have been bought back from the previous outgoing residents.
⚫Embedded value in Oceania’s portfolio is $216.8m, up 4.3% on FY2019.
⚫Embedded value includes:
̶$126.3m of DMF cash flows to be realised; and
̶$90.5m of resale gains.
⚫The growth in embedded DMF reflects the growth in our portfolio, migration to our
standard contractual terms at existing villages and a higher price point for the sale
and resale of units and care suites.
Summary of Embedded Value Calculation
NZDmFY2020FY2019FY2018
Estimated sale/resale price of all Units
1
923.9829.4604.8
less: Unsold stock
2
(234.3)(250.4)(91.8)
less: Resident liabilities (contractual)
(472.9)(371.1)(312.4)
equals: Embedded value
$216.8$207.9$200.5
Embedded Value
NZDm

29
04
Elizabeth Coutts
Chair and Independent
Director
ONZM, BMS, FCA
Alan Isaac
Independent Director
CNZM, BCA, FCA
Dame Kerry Prendergast
Independent Director
DNZM, CNZM, MBA (VUW),
NZRN, NZM
Sally Evans
Independent Director
BHSc, MSc, FAICD, GAIST
Patrick McCawe
Independent Director
BCA (Hons), MBA, CA
Gregory Tomlinson
Independent Director
AME
Liz Coutts has been a Director of
Oceania since 5 November 2014
and was appointed Chair in 2014.
Liz is also the Chair of Ports of
Auckland Limited, Skellerup
Holdings Limited, and EBOS Group
Limited.
Liz is a Fellow of Chartered
Accountants Australia and New
Zealand. She is the immediate past
President of the Institute of
Directors NZ Inc and was made an
Officer of the New Zealand Order
of Merit in 2016.
Liz has previously been Chief
Executive of Caxton Group,
Chairman of Meritec Group
Limited, Industrial Research Limited
and Life Pharmacy Limited, Deputy
Chairman of Public Trust, and a
Commissioner of both the
Commerce Commission and
Earthquake Commission. She has
been a Director of Sanford Limited,
Ravensdown Fertiliser Cooperative,
the Health Funding Authority,
PHARMAC, Air New Zealand, Sport
and Recreation New Zealand and
Trust Bank New Zealand, and a
member of both the Financial
Reporting Standards Board of the
New Zealand Institute of Chartered
Accountants and the Monetary
Policy Committee of the Reserve
Bank of New Zealand.
Alan Isaac has been a Director
of Oceania since 1 October
2015. Alan is a professional
director with extensive
experience in accounting,
finance and governance. He is
currently President of the
Institute of Directors NZ Inc. and
is Chairman of New Zealand
Community Trust and Basin
Reserve Trust. He is also a former
President of the International
Cricket Council. Alan is a
Director of Scales Corporation
Limited and Skellerup Holdings
Limited. He is also a Board
member of the Wellington Free
Ambulance.
Alan is President of the Institute
of Directors NZ Inc, a former
national Chairman of KPMG,
and was made a Companion of
the New Zealand Order of Merit
(CNZM) in 2013. He is a Fellow of
Chartered Accountants
Australia and New Zealand.
Alan is Chair of the Audit
Committee and is a member of
the Remuneration Committee.
Dame Kerry Prendergast has
been a Director of Oceania
since 22 December 2016. Dame
Kerry is a professional director.
She was Mayor of Wellington
(2001-2010) and is currently the
Chair of the New Zealand Film
Commission, Wellington Free
Ambulance, Wellington Opera
and Royal New Zealand Ballet.
Dame Kerry is also Deputy Chair
of New Zealand Conservation
Authority and a trustee of New
Zealand Community Trust.
For 25 years Dame Kerry was an
independent midwife after
training as a general nurse in
1970, and consequently gaining
a Diploma in Intensive Care.
She was made a Companion of
the New Zealand Order of Merit
(CNZM) in 2011 and was
promoted to Dame Companion
of the New Zealand Order of
Merit in January 2019 for services
to governance and the
community.
Dame Kerry is Chair of the
Clinical and Health & Safety
Committee.
Sally Evans has been a Director
of Oceania since 23 March 2018.
Sally has over 30 years’
experience in the private,
government and social
enterprise sectors in Australia,
New Zealand, the United
Kingdom and Hong Kong.
Sally is a Director of Healius
Limited in Australia, Rest
(Australian Super Fund) and
Allianz Australian Life Insurance
Limited. Sally is a member of the
Australian Aged Care Quality
and Safety Advisory Council.
She has previously held
Directorships on the boards of
Opal Specialist Aged Care and
Blue Cross Aged Care, was an
inaugural member of the
Australian Federal Government’s
Aged Care Financing Authority
and held executive roles as
Healthcare Director at the FTSE
Compass Group plc and Head
of Aged Care at AMP Capital.
Sally is Chair of the
Remuneration Committee and is
a member of the Clinical and
Health & Safety Committee.
Patrick McCawe has been a
Director of Oceania since 16
February 2017.
Patrick has 37 years’ experience
across corporate treasury,
investment banking and
infrastructure funds
management. Patrick was Head
of Investment Banking at
Macquarie New Zealand from
2002 to 2006 and was a Director
of Metlifecare Limited from 2005
to 2007. He has also been a
Director of several MIRA-
managed companies in
Australia and Asia and is a
member of Chartered
Accountants Australia and New
Zealand.
Patrick is a member of the Audit
Committee.
Greg Tomlinson has been a
Director of Oceania since 23
March 2018. Greg is a
Christchurch domiciled
businessman and investor with
experience in a variety of New
Zealand industries. One of the
original pioneers of the
aquaculture industry in
Marlborough, he has also
established construction and
aged care businesses.
Greg established Qualcare
before it was sold into the
Oceania Group in early 2008
and he was a director of
Oceania from 2008 until 2016.
Greg holds directorships on the
boards of a number of New
Zealand based companies and
is currently a director of
Heartland Bank Limited.
Greg is Chair of the
Development Committee.
Directors

30
Earl Gasparich
Chief Executive Officer
BCom, LLB (Hons), FCA
(Chartered Accountants
New Zealand & Australia)
Brent Pattison
Chief Financial Officer
BBS, CA (Chartered
Accountants New Zealand
& Australia)
Jill Birch
General Manager
Operations
BMS
Dr Frances Hughes
General Manager Nursing
& Clinical Strategy
CNZM, BHSc, MSc, FAICD,
GAIST
Mark Stockton
General Manager Property
MCIOB, NZIOB
Anna Thorburn
General Counsel &
Company Secretary
BA, LLB (Hons)
Earl joined Oceania as CEO in
2014 andhas previous experience
in the retirement village sector in
the role of Chief Financial Officer
of Qualcare.
Over the past 15 years, Earl has
held three executive
management positions in service-
based companies and has a
proven track record of creating
stakeholder value through
leadership, cultural change, and
sustained growth underpinned by
a very strongwork ethic.
Earl is a qualified Lawyer and
Chartered Accountant, and was
awarded Fellowship status from
the New Zealand Institute of
Chartered Accountants in 2014.
He also volunteers on the Boards
of a number of charities, providing
necessary governance and a
significant contribution to the
strategic direction of organisations
involved in the provision of
community services.
Brent has over a decade of
experience in Investment Banking,
is a qualified chartered
accountant and has held senior
finance roles in NZ corporations
across the Telecommunications
and Financial Services industries.
Brent has a keen focus and
interest in the Aged Care &
Retirement sector including
providing Investment Banking
advice to Oceania during the
2017 IPO and to other listed and
privately owned peers in the
sector.
Jill Birch joined Oceania in
February 2014. She has 25 years of
marketing, sales and general
management experience working
with brands such as KFC, DB
Breweries and Sky City
Entertainment Group. Jill played a
key directional role in the
development of large projects
(including the building of the
Grand Hotel and Convention
Centre in Auckland) during her ten
years at Sky City.
Dr Hughes joined Oceania in
October 2019 and is a Registered
Nurse with over 30 years’ nursing
experience.
Dr Hughes has held senior
management and nursing
positions on a global level, and
was formerly the Chief Executive
of the International Council of
Nurses. She has worked for the
World Health Organisation and
has also served on boards in
Queensland, Rwanda and
Switzerland. Dr Hughes was made
an Officer of the New Zealand
Order of Merit for services to
mental health in 2005.
Mark was appointed as General
Manager Property in 2014. He has
over 30 years of construction
project and development
management experience.
Mark was previouslyGM
Development for Qualcare and
has been involved in the aged
care sector since 2005. Mark is a
member of the Chartered Institute
of Building in the UK, a member of
theNew Zealand Institute of
Building and a Licensed Building
Practitioner.
Anna joined Oceania in 2012. She
has over 15 years legal experience
and previously worked as a senior
solicitor at Russell McVeagh where
she was involved in the acquisition
of the businesses that
subsequently formed Oceania.
05
Executive Management Team

31
06
Bonds
Offer of bonds described in this presentation
Brownfield Development
Development of integrated aged care and retirement village facilities on land where operational
facilities already exist
Care Suite
A room or studio certified for the provision of care by the Ministry of Health which has been
licensed under an ORA
Continuing Operations
Earnings from continuing operations excludes the earnings from sites divested in FY2019 in all
reporting periods
DHB
District Health Board
DMF
Deferred management fees, charged under an ORA, which are deducted from the refund paid to
the departing resident upon resale of the unit or care suite. These are in consideration for the
right to use communal facilities etc over the entire length of stay.
EBITDA
Earnings Before Interest, Tax, Depreciation and Amortisation
Greenfield Development
Development of integrated aged care and retirement village facilities on land where operational
facilities do not already exist
ILU
Independent living units (villas and apartments) sold under an Occupation Right Agreement
IP0
Initial Public Offering (of shares in Oceania) on 5 May 2017
Issuer
Oceania Healthcare Limited
LVR
Loan-to-valuation ratio
NPAT
Net Profit After Tax
Net Promoter Score
A globally recognised metric for measuring customer satisfaction, the Net Promoter Score system
is designed to gauge customers’ willingness to recommend a product or service to others.
Oceania
Oceania Healthcare Limited
ORA
An occupation right agreement that confers on a resident the right to occupy a unit or care suite
subject to certain terms and conditions set out in the agreement
PAC
Premium accommodation charge on a care bed for accommodation provided above the
mandated minimum
PDS
Product disclosure statement dated 25 September 2020
Unit
Retirement village villas and apartments, also referred to as ILUs
WIP
Work in progress
Glossary
Capitalised terms used and not defined in this presentation have the meaning given in the PDS.