Oceania launches secured fixed rate bond offer

OCEANIA HEALTHCARE

2 Hargreaves Street, St Mary’s Bay, Auckland 1011
PO Box 9507, Newmarket, Auckland 1149, New Zealand
P +64 9 361 0350 F + 64 9 361 0351
www.oceaniahealthcare.co.nz




NZX RELEASE

30 August 2021


OCEANIA HEALTHCARE LIMITED LAUNCHES SECURED FIXED RATE BOND OFFER

Oceania Healthcare Limited (Oceania) (NZX: OCA) today announced it is offering up to $75 million (with the ability
to accept oversubscriptions of up to $25 million at Oceania’s discretion) of seven year secured fixed rate bonds
(Bonds) to New Zealand institutional and retail investors.

The offer opens today and will be made pursuant to the Financial Markets Conduct Act 2013 as an offer of debt
securities of the same class as existing quoted debt securities.

The interest rate for the Bonds will be set on the rate set date as being equal to the swap rate plus the issue margin,
subject to a minimum interest rate of 3.20% per annum. The indicative issue margin range for the Bonds is 1.45%
to 1.60% per annum. An announcement of the actual margin and interest rate is expected to be made via NZX on
3 September 2021 following a bookbuild process.

The Bonds are expected to be quoted on the NZX Debt Market.

Full details of the Bond offer are contained in the attached indicative terms sheet and at
www.oceaniahealthcare.co.nz/investor-centre/bond-offer .

There is no public pool for the offer, with all the Bonds reserved for clients of the Joint Lead Managers, NZX
participants and other approved financial intermediaries. Interested investors should contact a Joint Lead Manager
(details below) or their financial advice provider for more details.

The offer is expected to close on 3 September 2021.


Arranger and Joint Lead Manager

0800 772 142

Joint Lead Managers




0800 269 476 0800 226 263 0800 005 678

ENDS

For more information please contact:

Kathryn Waugh
Chief Financial Officer
0800 333 688

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Indicative
terms sheet
Secured Fixed Rate Bonds
Maturing 13 September 2028
30 August 2021

Important notice
The offer of Bonds by Oceania is made in reliance upon
the exclusion in clause 19 of schedule 1 of the Financial
Markets Conduct Act 2013 (FMCA).
The offer contained in this Terms Sheet is an offer of
bonds that have identical rights, privileges, limitations
and conditions (except for the interest rate and maturity
date) as Oceania’s $125 million secured unsubordinated
fixed rate bonds maturing on 19 October 2027 (with
a fixed interest rate of 2.30% per annum), which are
currently quoted on the NZX Debt Market under the
ticker code OCA010 (the Existing Bonds).
Accordingly, the Bonds are of the same class as the
Existing Bonds for the purposes of the FMCA and
the Financial Markets Conduct Regulations 2014
(FMC Regulations).
Oceania is subject to a disclosure obligation that
requires it to notify certain material information to NZX
Limited (NZX) for the purpose of that information being
made available to participants in the market and that
information can be found by visiting www.nzx.com/
companies/OCA/announcements.
The Existing Bonds are the only debt securities of
Oceania that are in the same class as the Bonds and
are currently quoted on the NZX Debt Market.
Investors should look to the market price of the Existing
Bonds to find out how the market assesses the returns
and risk premium for those bonds.
The dates set out in this Terms Sheet are indicative
only and Oceania, in conjunction with the Joint Lead
Managers, may change the dates set out in this Terms
Sheet. Oceania has the right in its absolute discretion
and without notice to close the offer early, to extend
the Closing Date (subject to the NZX Listing Rules), or
to choose not to proceed with the offer. If the Closing
Date is changed, other dates (such as the Issue Date,
the Maturity Date and the Interest Payment Dates) may
be changed accordingly.
Copies of the Trust Documents will be made available by
Oceania for inspection during usual business hours at
Oceania’s registered office listed on the final page of this
Terms Sheet (or such office as Oceania may notify the
holders of the Bonds (Bondholders) from time to time).
Investors should seek qualified, independent financial
and taxation advice before deciding to invest.
For further information regarding Oceania, visit
www.nzx.com/companies/OCA.
This indicative terms sheet (Terms Sheet) sets out the key terms of the
offer by Oceania Healthcare Limited (Oceania) of up to $75 million
(with the ability to accept oversubscriptions of up to $25 million at
Oceania’s discretion) of seven year secured unsubordinated fixed rate
bonds maturing on 13 September 2028 (Bonds). The Bonds will be issued
under a master trust deed dated 25 September 2020 (as amended from
time to time) (Master Trust Deed) and supplemented by a supplemental
deed dated 30 August 2021 entered into between Oceania and Public
Trust as supervisor (Supervisor) (together, the Trust Documents). Unless
the context otherwise requires, capitalised terms used in this Terms
Sheet have the same meaning given to them in the Trust Documents.
OCEANIAINDICATIVE TERMS SHEET2

ISSUEROceania Healthcare Limited (Oceania).
DESCRIPTIONSecured unsubordinated fixed rate bonds (Bonds).
GUARANTEEPayments on the Bonds are guaranteed by Oceania Village Company Limited, Oceania Care
Company Limited and Oceania Group (NZ) Limited under a guarantee contained in the Global
Security Deed described below.
Subsidiaries of Oceania may be added or removed as Guarantors from time to time. Any person
that becomes a guarantor of Oceania’s Bank Facility Agreement under the Global Security Deed
will also be a Guarantor of the Bonds.
PURPOSEThe 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.
SECURITYThe Bonds are secured on an equal ranking basis with Oceania’s existing indebtedness.
The Bonds will have the benefit of:
• Mortgages in favour of the Security Trustee, 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.
• General security over all the assets of Oceania 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 the assets of registered Retirement Villages operated
by Oceania Village Company Limited,
(the Security).
The Security Trustee holds the Security for all creditors entitled to their benefit. This includes (in
addition to the Supervisor and the Bondholders) Oceania’s bank lenders and hedging providers.
FINANCIAL COVENANTSLoan to Valuation Ratio
Oceania 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 and its subsidiaries.
Distribution Restriction
Under the Trust Documents Oceania 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 Documents for more detail on covenants that will apply to the Bonds.
CREDIT RATINGThe Bonds will not be rated.
OFFER AMOUNTUp to $75 million (with the ability to accept oversubscriptions of up to an additional
$25 million at Oceania’s discretion).
OPENING DATEMonday, 30 August 2021
CLOSING DATEBids due by 12.00pm, Friday, 3 September 2021
RATE SET DATEFriday, 3 September 2021
ISSUE DATE AND
ALLOTMENT DATE
Monday, 13 September 2021
EXPECTED DATE OF
INITIAL QUOTATION
Tuesday, 14 September 2021
MATURITY DATEWednesday, 13 September 2028
OCEANIAINDICATIVE TERMS SHEET3

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 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 of 3.20% per annum.
ISSUE MARGINThe indicative Issue Margin is 1.45% to 1.60% per annum. The final Issue Margin (which may be
above or below the indicative Issue Margin) will be determined by Oceania in conjunction with
the Joint Lead Managers following the bookbuild for the offer and announced via NZX on the
Rate Set Date.
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, 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 13 September, 13 December, 13 March and 13 June 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 13 December 2021.
EARLY REDEMPTIONBondholders 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 Trust Documents).
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 Documents (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.
ISINNZOCADT002C1
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 Terms Sheet 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
Terms Sheet. NZX is a licensed market operator, and the NZX Debt Market is a licensed market,
under the FMCA.
NZX ticker code OCA020 has been reserved for the Bonds.
OCEANIAINDICATIVE TERMS SHEET4

TRANSFER RESTRICTIONSOceania 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 0.25% on firm allocations paid by Oceania.
GOVERNING LAWNew Zealand.
SELLING RESTRICTIONSOceania 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, the Supervisor and the Joint Lead Managers for any loss suffered as a result of any
breach by you of these selling restrictions.
Other Information
Copies of the Trust Documents are available at Oceania’s website at www.oceaniahealthcare.co.nz/investor-centre/bond-offer.
Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise, the content
of any such internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.
Investors should seek qualified independent financial and taxation advice before deciding to invest. In particular, you should consult
your tax adviser in relation to your specific circumstances. Investors will also be personally responsible for ensuring compliance with
relevant laws and regulations applicable to them (including any required registrations).
For further information regarding Oceania, visit www.nzx.com/companies/OCA.
Issuer
Oceania Healthcare Limited
Affinity House
2 Hargreaves Street
St Mary’s Bay
Auckland 1011
Registrar
Computershare Investor
Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Legal Adviser to Oceania
Chapman Tripp
Level 34, PwC Tower
15 Customs St West
Auckland 1010
Supervisor
Public Trust
Level 9
34 Shortland Street
Auckland 1010
Security Trustee
New Zealand Permanent
Trustees Limited
Level 9
34 Shortland Street
Auckland 1010
Arranger and
Joint Lead Manager
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its
New Zealand branch)
Level 8, 16 Takutai Square
Auckland 1010
Joint Lead Managers
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011
Craigs Investment
Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West
Commercial Bay
Auckland 1010
Contact Information
OCEANIAINDICATIVE TERMS SHEET5

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