Secured Fixed Rate Bond Offer – Interest Rate Set

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Classification: PROTECTED





MEDIA RELEASE

9 October 2020

OCEANIA HEALTHCARE LIMITED SECURED FIXED RATE BOND OFFER – INTEREST RATE
SET


Oceania Healthcare Limited (Oceania Healthcare) today announced that, following the successful
bookbuild for its offer of 7 year secured fixed rate bonds, NZ$125 million of bonds have been allocated
to participants in the bookbuild process. There was no public pool for the offer.

The interest rate for the bonds has been set at 2.30% per annum, being the minimum interest rate for
the bonds. The bonds will be issued on 19 October 2020 and will mature on 19 October 2027.

The Bonds are expected to be quoted on the NZX Debt Market under the ticker code OCA010.

Details of the offer are contained in Oceania Healthcare’s Product Disclosure Statement (PDS). To
obtain a free copy of the PDS for the bonds, investors should contact one of the Joint Lead Managers
listed below, or their usual financial adviser. A copy of the PDS is also available at
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

For more information please contact:
Brent Pattison
Chief Financial Officer

Phone: 021 803 029

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FINAL
TERMS SHEET
SECURED FIXED RATE BONDS
MATURING 19 OCTOBER 2027
Issued by Oceania Healthcare Limited
Date: 9 October 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.
ISSUE AMOUNT$125 million.
Final terms sheet for an issue of $125 million secured fixed rate bonds due
19 October 2027.
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Oceania Healthcare Limited | Final Terms Sheet

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 RATE2.30% per annum. The Interest Rate for the Bonds has been set as the higher of:
(a) the minimum Interest Rate of 2.30% per annum (as announced by Oceania
Healthcare via NZX on 5 October 2020); and
(b) the sum of the Issue Margin determined following the bookbuild and the Swap Rate
on the Rate Set Date.
The Issue Margin was determined by Oceania Healthcare in conjunction with the Joint
Lead Managers at 2.00% per annum and the Swap Rate on the Rate Set Date was 0.26%
per annum. Accordingly, the minimum Interest Rate of 2.30% per annum applies to the
Bonds.
ISSUE MARGIN2.00% per annum.
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.
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, 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.
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Oceania Healthcare Limited | Final Terms Sheet

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.
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Oceania Healthcare Limited | Final Terms Sheet