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Annual Report

Annual Report19 May 2022OCAHealthcare

ANNUAL REPORT 2022
Better

experiences

come from

within.

Our ambition at Oceania is to change the preconceived idea of getting ‘old’.
We’re reimagining retirement living and aged care for the better through

our human centred approach, designing spaces and experiences with

residents at the heart – driven by a desire to do better for our residents,

our team and our investors.

This desire is personal.

A committed desire from within our business for a better resident experience.

Kiwis have a desire for better.

Kiwis have a desire for better.It’s in our DNA.
Letter from the Chair 02

Trading highlights 06

At a glance 08

Our timeline 10

Letter from the CEO 14

Change of balance date 18

COVID-19 leadership 20

How we create value 22

Board of Directors 30

Three year summary 34

Consolidated

Financial statements 35

Corporate governance 98

CONTENTS

I am pleased to present our Annual Report
for the year ended 31 March 2022.

Financial Performance

Last year Oceania changed its

balance date from 31 May to 31 March.

This Annual Report represents the first

full 12 month period under the new

balance date and has a comparative

reporting period of the 10 month

period to 31 March 2021.

Unaudited Underlying EBITDA of

$76.2m for the year ended 31 March

2022 was 16% higher than the prior

corresponding period of $65.6m.

This was largely as a result of strong

sales and resales despite the COVID

lockdowns and the increased premium

charges from previous developments

in the form of growing deferred

management fees.

Oceania’s total assets increased to

$2.2b as at 31 March 2022, compared

with $1.9b as at 31 March 2021.

This material increase is due to the

addition of the Waterford and Franklin

transactions in the period coupled with

growth in asset value on first time sales

of development sites.

For the year ended 31 March 2022,

operating cashflow was $105.5m,

compared to $96.0m for the 10 months

to 31 March 2021, reflecting strong

first time sales and resales during

the period.

Throughout the year, Oceania has

further strengthened its balance sheet

to ensure that it is fit for future growth,

with the issue of a second retail bond

and the refinance and increase in

its banking facilities. Building on the

successful inaugural issue of Oceania’s

$125m retail bond in October 2020,

Oceania issued a second retail bond

of $100m in September 2021. This

second retail bond was again heavily

oversubscribed and strengthens

Oceania’s position to support

future growth.

On 9 May 2022, Oceania announced

that it had entered into an amended

Facilities Agreement which provides

for an increase in facility size from

$350m to $500m and an extension

of maturity date to mid 2027. The

increased facilities will be used to

accelerate Oceania’s development

pipeline and are pivotal to Oceania’s

growth strategy moving forward.

As at 31 March 2022, Oceania had

current drawn down debt and bonds

of $379.8m and $9.7m of cash,

representing $204.9m of undrawn

net debt headroom.

On 9 May 2022, Oceania announced

that it had entered into conditional

agreements to purchase Remuera

Rise (Newmarket, Auckland) and

Bream Bay Village (Northland) for

approximately $57m. Remuera Rise

comprises 58 apartments and 12

care beds, while Bream Bay Village

currently comprises 75 villas, with

an additional eight villas under

construction and development

potential for an additional 124 villas.

This acquisition was undertaken

following exclusive negotiations with

the vendors and will deliver Oceania

an existing vertical village in the

heart of Newmarket, Auckland, with

significant embedded value, as well as

a recently developed village in Bream

Bay and a development opportunity in

the form of a neighbouring parcel of

land. The agreements are conditional

Results from

the heart.

Oceania has remained focused on providing a safe environment

for its people to live and work in and has continued to demonstrate

resilience and strength in its business model despite the demands of

the pandemic and macro environment. These factors have contributed

to a solid financial result for the year ended 31 March 2022.

Better experiencesOCEANIA

02

ANNUAL REPORT 2022

LETTER FROM THE CHAIR

In the coming years, Oceania will be seeking
to leverage its established operating platform

and accelerate its development pipeline,

by pursuing a range of both organic and

inorganic growth opportunities.

Elizabeth Coutts – Chair

Strategy

With the current macro environment

and market context presenting

challenges for all businesses,

including Oceania, Oceania has

been reassessing its strategy and its

approach going forward. Oceania

has developed four key strategic

pillars – offer, resident experience,

people capability and growth – and

is working towards achieving specific

goals for each of these pillars.

With the completion and selldown of

many of its key developments in recent

years, Oceania is now moving beyond

its brownfield development pipeline

opportunities. The next cycle for

Oceania is in both the execution

of acquisitions of premium properties

as demonstrated by the recent

acquisitions of Remuera Rise and

Bream Bay Village together with

a greenfield development strategy.

The acquisition of premium properties

can deliver strong accretion to

underlying earnings per share.

A greenfield development strategy

is attractive to Oceania as it

upon Statutory Supervisor, Ministry

of Health and DHB consent and it is

expected that completion will occur

by July 2022.

Oceania is reviewing its current

portfolio of sites and its development

pipeline to create increased

optionality, which in turn will ensure

optimal capital allocation and the

recycling of cash within the business.

We will update the market on the

outcome of this review in due course.

The Directors have declared a final

dividend of 2.3 cents per share, taking

full year dividends (non-imputed) to

4.4 cents per share, which represents

53.9% of Underlying Net Profit After

Tax. This reflects strong trading and

operating cashflow throughout the

period. A dividend reinvestment plan

for our New Zealand and Australian

shareholders will apply to this dividend,

which is payable on 21 June 2022. This

provides a cost effective and convenient

way for our shareholders to increase

their investment in Oceania without

any brokerage fees, by reinvesting all

or part of any dividend paid on their

shares in additional Oceania shares

instead of receiving that distribution

in cash.

provides greater flexibility to stage

developments, product can be brought

to market more quickly and presales

will be easier to achieve. Oceania has

been investigating greenfield land

acquisitions in key population growth

areas of New Zealand. Any such

acquisitions must be on-strategy

and deliver sustainable value

to shareholders.

In the year ended 31 March 2022,

Oceania completed the acquisition

of 7.9 hectares of land at Franklin.

The development at Franklin represents

a transition to a full service, fully

integrated village including a range

of on-site amenity and community

facilities on a greenfield site.

As part of the greenfield development

strategy, there will be a reweighting

towards the construction of

come from within.

03

independent living villas, rather than
apartments or care rooms. Our

experience in delivering units to market

has demonstrated that while the end

product itself is important, all product

delivered to our residents needs to be

designed, constructed and finished

in such a way as to enhance resident

experience. Initial work on the design

and staging of the development at

Franklin is being undertaken with an

enhanced resident experience in mind.

Oceania’s differentiating factor

has been its commitment to care.

Oceania is continuing to deliver

clinical excellence and explore new

initiatives in care to maximise resident

experience and the quality of care

provided to our residents.

In order to deliver quality care and

services to its residents, Oceania is

focused on attracting and retaining

the best people. Oceania is committed

to fostering and developing people

capabilities across Oceania.

In the coming years, Oceania will be

seeking to leverage its established

operating platform and accelerate its

development pipeline, by pursuing a

range of both organic and inorganic

growth opportunities.

Governance

We welcomed Rob Hamilton and Peter

Dufaur to the Board in September

2021. Rob and Peter bring extensive

experience in the capital markets,

finance and property development

sectors respectively and have made a

significant contribution since joining

the Board, particularly in relation to

the refinance and the acquisition of

Remuera Rise and Bream Bay Village.

Patrick McCawe resigned from the

Board with effect from 16 February

2022 and we thank him for his

contribution over the last five years,

in particular his work on Oceania’s

retail bonds and the capital raise in

recent years.

As foreshadowed at the Annual

Shareholders Meeting in June 2021,

the Board has undertaken a review

of Director fees. A resolution to

authorise an increase in Directors’

fees will be put to shareholders at

the Annual Shareholders Meeting

on 23 June 2022. It is important to

note that fees paid to each Director

have not changed since Oceania’s

listing in 2017 and the workload has

increased significantly since that

time. The additional work undertaken

by Directors since 2017 has provided

Oceania with a strong platform for

growth. Looking forward, Directors’

workload is expected to continue to

increase with more legislative and

regulatory changes being proposed

and stakeholders’ expectations

increasing to consider and monitor

a broader range of non-financial

measures. It is also necessary to set

fees at a sufficient level to attract

directors with the necessary skills and

experience. Further information on the

resolution to authorise an increase in

Directors’ fees will be included in the

forthcoming Notice of Meeting.

Sustainability

We have also made significant

progress with our ESG initiatives

and reporting over the last six months.

With the changes in the macro

environment over the last two years,

we have updated the materiality

matrix, setting out what matters

most to our stakeholders, being our

residents and their families, our people

and local communities, our investors

and funders, our suppliers, industry

bodies and the Government.

The updated materiality matrix set out

in this Annual Report forms the pillars

of our strategy and key performance

indicators for success.

Work is well underway on Oceania’s

sustainable finance framework,

including the development of key

performance indicators, and this will

be finalised in the coming months.

Oceania is also in the process

of developing its climate related

disclosures against the standards

based on the TCFD framework and this

will be available on Oceania’s website

later in the year.

Looking Ahead

In the five years since Oceania’s

listing on NZX and ASX, Oceania has

made tremendous progress having

completed a number of key brownfield

developments and has demonstrated

clinical excellence in the delivery

of care to its residents. As we look

beyond the COVID-19 lockdowns of

2020-2021, we are looking forward

to executing on Oceania’s strategic

priorities and developments in order to

deliver performance and growth.

On behalf of the Board, I would like

to thank the Directors and our team

of dedicated staff for their continued

hard work and effort during what has

been another demanding year.

Yours sincerely

Elizabeth Coutts

Chair

Better experiencesOCEANIAANNUAL REPORT 2022

04

Resident
opening

story.

350-450 words

Building

connections.

he attended “2 births, 19 deaths and

countless interventions that saved

lives. Typically, he gives the credit for

allowing him to do this to his family,

who helped run the Four Square.

“I like to get involved,” says Gary.

When he retired, he and Shirley moved

to Waihi Beach and Gary started

“working at living” in earnest. As he

puts it “the work just started then!”

He extensively remodelled the house

and built a substantial home with

room for all the family. He also built a

6-metre boat to take the family fishing.

His ‘man shed’ was a hive of activity,

“I’ve always enjoyed having a project,”

he says.

And of course, giving back to the

voluntary community continued too,

he got involved with building the Waihi

Beach RSA, putting in bar tops and

seating areas.

Now as a resident at The BayView

nothing has changed; Gary is finding

other ways to give back, and his story

continues... (page 113)

As you enter Gary and wife

Shirley’s apartment, there's a

plaque on the wall that says,

“Retirement is when you stop

living at work and begin to

work at living.”

Gary’s embracing that mantra at

The BayView and enjoying life within

the village.

A softly spoken, modest man with

kind blue eyes and a firm handshake,

Gary's a giver who understands the

value of community. Throughout his

life he’s given back more than most

and has always been connected to

the heart of his community. He knows

exactly what it means to be an active

community member.

In his home town of Piopio, he not only

owned the Four Square supermarket

where he was proprietor for 47 years,

(he sold the shop in 1998), but for 18

years was Volunteer Fire Chief and a

paramedic with St John's Ambulance

at the same time. As he puts it,

2 births, 19 deaths and

countless interventions that

saved lives...

Gary – Ex Volunteer Fire Chief and

St John's paramedic

come from within.

05

A better experience
is the bottom line.

TRADING HIGHLIGHTS 12 months to 31 March 2022

Operating Cash Flow

12 months to 31 March 2022

Reported Total

Comprehensive Income

12 months to 31 March 2022

compared to 10 months

to 31 March 2021 reported

total comprehensive

income of $167.9m

compared to 10 months

to 31 March 2021 reported

operating cash flow

of $96.0m

$

105.5m

$

114.4m

Underlying Earnings Before Interest,

Tax, Depreciation and Amortisation

12 months to 31 March 2022

Total assets

as at 31 March 2022

$

2.2bn

$

76. 2m

ahead of 12 months to 31 March 2021

proforma underlying earnings before

interest, tax, depreciation and

amortisation of $65.6m

16.2%

higher than 31 March 2021

total assets of $1.9bn

16.6%

Financial 12 month period to 31 March 2022

Better experiencesOCEANIA

06

ANNUAL REPORT 2022

06

Better experiences

Operational 12 month period to 31 March 2022
New unitsResale units

92118

450

ahead of total sales for the

comparative 12 month period

to 31 March 2021 of 434

3.7%

Total sales

Developments 12 month period to 31 March 2022

Units + care suitesUnits + care suitesUnits + care suitesUnits + care suites

80

Consents

secured

Resource consents

received during

FY2022:

–Waterford

(Hobsonville, Auckland)

–Woodlands (Motueka)

–St Johns Wood (Taupō)

550

Under

construction

Completed

To complete

in FY2023

Units and care suites

under construction as

at 31 March 2022:

–Lady Allum Stage 1

(Milford, Auckland)

–The Helier

(St Heliers, Auckland)

–Redwood (Blenheim)

–The Bellevue Stage 2

(Christchurch)

–Elmwood Stage 1

(Manurewa, Auckland)

–Woodlands (Motueka)

–The BayView Stage 3

(Tauranga)

–Awatere Stage 3

(Hamilton)

171

Units and care suites

completed in FY2022

at:

–Eden (Mt Eden,

Auckland)

–Gracelands Stage 3

(Hastings)

–Stoke (Nelson)

–The BayView Stage 2b

(Tauranga)

–Awatere Stage 2

(Hamilton)

300

Units and care suites

expected to complete

in FY2023:

–Lady Allum Stage 1

(Milford, Auckland)

–The Helier

(St Heliers, Auckland)

–The Bellevue Stage 2

(Christchurch)

–Woodlands (Motueka)

–St Johns Wood (Taupō)

–Stoke (Nelson)

New care

suites

Resale care

suites

17466

come from within.

0707

TRADING HIGHLIGHTS

come from within.

The belief in better.
2,900

2,579

4,000

1,625

Staff

Care beds and care suites

Residents

Units

AT A GLANCE

In our quest to reimagine the aged care and

retirement living experience we constantly

challenge ourselves to deliver better. We have

committed to a future development delivery of

over 300 units per annum, underpinned by our

current development pipeline of over 1,957 new

residences of which 71.3% is already consented.

OCEANIA

08

ANNUAL REPORT 2022Better experiences

08

As at 31 March 2022
Total sites

46

Existing sites with

mature operations

25

Undeveloped sites

1

Existing sites

with brownfield

developments

20

(current and planned)

We drove up and loved

the location and the view.

Then we met Trudi, and

she was great. We bought

off the plans, and you

know, it couldn’t be nicer.

Shirley – The BayView resident

09

come from within.AT A GLANCE

09

In the five years since Oceania listed on the NZX and
ASX a journey of performance and growth has seen a

significant number of proof points.

Celebrating our 5

th


Listing Anniversary.

OCA listed on

NZX and ASX on

5 May 2017

Sale of 95m

shares by Oceania

Healthcare

Holdings Limited

Sale of five sites to

Heritage Lifecare

Appointment of

Sally Evans and

Greg Tomlinson

as Directors

Acquisition of

Waimarie Street

properties

Completion of

new care centre

at The BayView,

Tauranga

(comprising

81 care suites)

OUR TIMELINE

May 2017

March 2018

September 2018

October 2018

OCEANIAANNUAL REPORT 2022

10

Better experiences

Inaugural $125m
retail bond offer

Sale of 251m

shares by Oceania

Healthcare

Holdings Limited

OCA joined

the NZX50 on

3 May 2019

Completion of The

Sands (comprising

63 apartments and

44 care suites)

Completion of

new care centre at

Awatere, Hamilton

(comprising 90

care suites)

Completion of

Meadowbank Stage

Five (26 apartments)

– the last stage of

independent living

apartments to be

constructed at

Meadowbank

Completion

of Green

Gables, Nelson

(28 apartments,

61 care suites)

January 2020

May 2020

September 2020

May 2019

11

OUR TIMELINE

come from within.

March 2021
April 2021

May 2021

Aug/Sept 2021

$100m retail

bond offer

Appointment of

Rob Hamilton

and Peter Dufaur

as Independent

Directors

Completion of

49 apartments at

Eden (Auckland)

$100m capital raise

and acquisition

of Waterford

(Hobsonville Point,

Auckland) and

Franklin care centre

and adjacent land

(Pukekohe, Auckland)

Completion of

The Bellevue

(22 apartments and

71 care suites)

Appointment of Brent

Pattison as Chief

Executive Officer

OUR TIMELINE cont.

OCEANIAANNUAL REPORT 2022

12

Better experiences

December 2021
January 2022

Mar/Apr 2022

May 2022

Completion of

72 Apartments

at The BayView,

Tauranga

Appointment

of Andrew

Buckingham as

Group General

Manager Property

and Development

Completion of

63 Apartments at

Awatere, Hamilton

Oceania enters

into an agreement

with its lenders

to increase total

facility limits from

$350m to $500m

Oceania

announced that it

has entered into

agreements to

acquire Remuera

Rise, Auckland

and Bream Bay

Village, Northland

13

OUR TIMELINE

come from within.

At Oceania we continue to invest
for the future. Instead of letting

current challenging times slow

our ambitions, we have prudently

increased our investment levels

demonstrating our commitment

to building an even better future

for Oceania, our residents,

their families, our people

and shareholders.

The year began with the completion

of the acquisition of Waterford

(Hobsonville Point, Auckland) in

April 2021. This property has added

significant value to the portfolio and

achieved 19 new apartment sales plus

a greenfield opportunity with consent

granted for the development of 50

independent living apartments to be

commenced in May 2022.

The strengthening of our balance

sheet has provided a solid platform for

ongoing growth and is a highlight of

the period. In addition to the second

retail bond of $100m in September

2021, we were pleased to announce

an increase in the banking facilities,

from $350m to $500m, and an

extension in tenor to mid 2027.

This will enable Oceania to accelerate

its development pipeline and grow

the business through organic and

inorganic opportunities.

Our growth

and performance.

LETTER FROM THE CEO

John, a resident at Meadowbank, sharing some

stories with Brent, our Chief Executive Officer

Oceania is committed to growing

critical infrastructure and services

that enhance our residents’

lives and provide a better living

experience for New Zealand’s

ageing population.

OCEANIA

14

ANNUAL REPORT 2022Better experiences

Oceania has always
been, and continues to

be, a people business.

Our people are at the

heart of everything we

do and are key to the

provision of high quality

care and other services

to our residents.

Brent Pattison –

Chief Executive Officer

We are also very pleased to announce

that we have recently entered into

agreements to acquire a further two

prime retirement living properties and

a greenfield landbank.

Remuera Rise is a prestigious

retirement living apartment complex

located in Newmarket, Auckland

offering commanding views to the

Hauraki Gulf. Residences include

58 luxury independent living

apartments and 12 specialist care

residences. Bream Bay Village is in

Ruakaka, Northland. It comprises

75 quality independent living villas

and an additional 8 under

construction on 4.7 hectares.

Oceania has also entered into

an option agreement to acquire

6.7 hectares of greenfield

development land adjacent to

Bream Bay Village. Preliminary

design plans comprise 124 villas

and high-quality resident amenity.

The opportunity was a targeted

strategic investment and conducted

under exclusivity with the vendor

and successfully executed in a short

time frame, demonstrating the value

of Oceania’s belief in developing

positive partnerships.

These notable achievements were

achieved against a challenging

macroeconomic backdrop.

Oceania has continued to navigate

through the challenges arising from

COVID-19. Its upfront investment in its

clinical quality platform has proved to

be valuable for managing the risks of

COVID-19 over the last two years. We

adopted a risk management approach

to dealing with COVID-19 and allowed

family members and friends to

continue visiting our residents during

alert levels. This connection provided

significant wellness benefits to all.

This was also reflected in the results

of the InterRai data (the mandatory

clinical assessment data used by all

aged care operators in New Zealand)

which shows that Oceania’s residents

have felt happier and less lonely than

residents of other aged care providers.

In addition, the level of team absences

was low compared to other aged care

providers, which meant that our teams

could continue providing the same

high level of care to our residents.

We can’t express enough our gratitude

for our amazing people who continue

to go the extra mile during these

demanding times.

Our People

Oceania has always been, and

continues to be, a people business.

Our people are at the heart of

everything we do and are key to the

provision of high quality care and

other services to our residents. Given

the current employment market, we

are focused on ensuring Oceania

attracts the right people, and then

retains these people within our

business. The workforce crisis facing

the sector is ongoing, and we are

continuing to implement new initiatives

to address staff shortages, including

the introduction of additional learning

and development opportunities,

wellness initiatives and improved

employee benefits.

We were delighted to welcome

Andrew Buckingham as Group

General Manager Property and

Development in January 2022.

Andrew has been actively involved

in the initial work on the design of

the Franklin development, as well

as the acquisition of Remuera Rise

and Bream Bay Village. Andrew’s

LETTER FROM THE CEO

15

come from within.

passion is in the curation of great
resident experience that is evidenced

in intelligent, award winning and

sustainable living spaces for our

residents, staff and guests.

We have also made further investment

in our sustainability team, with the

appointment of a senior manager

who brings significant experience in

sustainability in the aged care sector

and will be instrumental in delivering

the next phases of Oceania’s

sustainability journey.

Our employee share scheme was

offered again to our people in late

2021. This scheme gives our people

the opportunity to own a stake in

Oceania and to share in our growth.

Permanent staff are invited to

participate in the scheme and receive

an allocation of $800 per annum (for

full-time employees) and $400 per

annum (for part-time employees)

of Oceania shares. There was a 82%

uptake in December 2021, which is

the highest uptake since the scheme

began in September 2019. We are

looking forward to the vesting of shares

in September 2022 for those employees

who joined the first scheme in 2019, and

are delighted that we can recognise our

people in this way for the crucial part

they play in Oceania’s success.

As noted in our Interim Report,

Oceania became a member of ACC’s

Accredited Employer Programme on

1 April 2021. During the year ended

31 March 2022, Oceania enjoyed

the benefits of this, with better case

management, early prevention and

a significant reduction in the number

of lost time injuries compared to prior

periods. Following the audit in April

2022, Oceania has been awarded

tertiary status in the programme,

which is the highest rating and an

outstanding achievement given

Oceania has only been in the

programme for one year. In the audit,

we were commended on the positive

health and safety culture within our

business. We are very pleased to

receive this result and look forward to

continuing to build upon the health

and safety culture within the business.

In addition to providing care and

village services to our residents,

Oceania has also invested in the

development and operation of

Wesley Institute of Nursing Education.

The Wesley Institute provides both a

conversion Competency Assessment

Programme for internationally

qualified nurses and provides a

route for these people to practice as

registered nurses in New Zealand, as

well as a Return to Nursing Programme

for New Zealand nurses wanting to

return to the workforce after five years

or more of absence. These courses

provide a valuable service to people

wishing to pursue nursing as a career

in New Zealand, at a time when

registered nurse shortages are at

an all-time high.

Developments

We continue to make good progress

on the execution of our development

pipeline in the year ended

31 March 2022.

In the year ended 31 March 2022,

171 units were completed across our

developments at Eden (Auckland),

Gracelands (Hastings), Stage Two at

The BayView (Tauranga) and Stage

Two at Awatere (Hamilton). The year

started with the completion of 50 new

independent living apartments at

Eden in April 2021 and we welcomed

our first residents into the Bremner

apartments at this time. 18 new villas

were completed at Gracelands in

September/October 2021 and these

have all been sold. This was the last

stage of development at Gracelands,

which now comprises 119 independent

living villas. 35 independent living

apartments were completed at

The BayView in March 2021 and the

remaining 39 apartments in Stage Two

were completed in December 2021.

Oceania Waterford

Why it’s personal

for our CEO, Brent:

“My passion for the

sector began with

my grandparents

who were my biggest champions,

and for whom I had the deepest

respect. They were everyday

people, who lived in a railway house

alongside Paekakariki Station.

They understood the importance

of community and worked hard to

ensure that everyone around them

felt purpose and inclusion. I have

learnt some of my most important

life lessons from them including

overcoming adversity, always taking

a positive approach to life, and

the importance of forging strong

relationships. One of my happiest

memories is turning up to see Nana

and Grandad, chatting with them,

and helping them complete their

latest jigsaw puzzle. Now when you

turn up to my house, there’s always

a new jigsaw puzzle on the go.”

Finally, 63 new independent living

apartments at Awatere were delivered

in March 2022.

As at 31 March 2022, there were 550

units under construction at 8 sites

across New Zealand.

The development of 113 new care suites

at Lady Allum (Milford, Auckland)

was initially scheduled to be delivered

in FY2022 but this project has been

OCEANIA

16

ANNUAL REPORT 2022Better experiences

LETTER FROM THE CEO
delayed as a result of COVID-19

construction delays and this is now

expected to be completed in July 2022.

The premium Waimarie Street

development in St Heliers, Auckland,

is progressing well and is expected

to be completed in March 2023.

This flagship village, comprising

79 premium independent living

apartments and 32 care suites, will

be called “The Helier” to reflect the

private label nature of this offering.

We are in the process of registering

the village and will start taking

applications for the independent living

apartments in the coming months.

The extension of the care centre at

Woodlands (Motueka) is progressing

well. Stage One, which involves the

construction of 14 new care suites,

is currently on track for completion

in June 2022. Stage Two, which

comprises the internal reconfiguration

of eight standard rooms to create four

new care suites, will commence at the

completion of Stage One.

Construction of 57 care suites at

Redwood (Blenheim) is well underway,

with Stage One (comprising the new

kitchen, staff room, dining room and

temporary reception) completed in

February 2022, and the care centre on

track for completion in March 2023.

Stage Two of the development at The

Bellevue (Christchurch), comprising 46

new independent living apartments is

also progressing well, with completion

scheduled for March 2023.

The construction of 106 care suites

at Elmwood (Auckland) commenced

in September 2021 and is progressing

on programme at present. Construction

is expected to be completed by

July 2023.

Finally, following the conclusion of

Stage Two at The BayView (Tauranga)

in December 2021, we have started

detailed excavation work for the

building foundations of Stage Three,

comprising 28 independent living

apartments. This next stage of the

development is scheduled to be

complete in October 2023.

Resident Experience

Oceania’s ambition is to be the leader

in the delivery of resident centred

retirement and aged care living in

New Zealand.

Oceania has always been an innovator

in the sector and has led the evolution

of the resident experience including

the transformation from aged care

rooms to premium care suites and

the creation of Nurse Practitioners to

provide primary healthcare services to

our aged care residents.

And our “Believe in Better” promise

doesn’t stop there.

Oceania is now taking the concept

of resident experience further. Fresh

thinking has generated exciting

new innovative services that will be

launched at our premium site The

Helier (St Heliers, Auckland) in 2023.

Oceania is also intending to introduce

the concept of private hospital care

at The Helier. A private care model

will provide residents a world-leading

care experience and allow Oceania

to work outside of the restrictions of

the current DHB and Age Related

Residential Care funding model.

Outlook

The retirement village and aged care

sector continues to expand as the

New Zealand population ages. Whilst

there is a natural market growth

opportunity, the true opportunity

lies with innovation and consistently

delivering great resident experience.

Along with our ongoing growth and

performance ambitions, our focus is set

to reimagine the resident experience to

deliver unprecedented services across

both retirement and aged care living.

We will continue to confidently invest

in developing critical infrastructure to

support our ambitions.

We have an exciting future and I thank

you for your support.

Brent Pattison

Chief Executive Officer

17

come from within.

CHANGE OF BALANCE DATE
This represents the second Annual Report since the

change of balance date to 31 March and the first for a

full 12 month period. Provided below are the proforma

underlying earnings positions for the 12 month period

to 31 March 2022 with comparative 12 month period to

31 March 2021.

Underlying Earnings 12 month comparative position

The following 12 month trading position as provided below

represents the trading position of the Company.

The periods represent:

• 12 months to 31 March 2022; and

• 12 months to 31 March 2021 (comparative period)

This forms the basis of the trading highlights pages in this Annual Report.

$NZ000’s

Audited

12 months to

31 March 2022

Unaudited

12 months to

31 March 2021

Care

22,05321,313

Village Operating

22,243 16,458

Resales Cap Gain

23,492 18,959

Development Margin

32,850 29,524

Corporate

(24,397) (20,699)

Group Underlying EBITDA

76,24165,555

Interest

(9,303)( 7, 8 7 9)

Depreciation

(10,217) (8,705)

Underlying NPAT

56,72148,971

Occupied Beds per day

2,3122,305

Effective Bed Capacity per day

2,5142,504

Effective Occupancy (%)

92.0%92.0%

Existing ORAs sold

9288

New ORAs sold

118107

Existing Care Suites Sold

174124

New Care Suites Sold

66115

Total ORAs Sold

450434

1. On 21 April 2020 the Group claimed, and received payment of, a COVID-19 wage subsidy totalling $1.8m. This amount has subsequently been

repaid in full on 18 May 2021 and as a result has been excluded from the table above. This proforma adjustment increases underlying EBITDA

and underlying earnings in relation to the 12 month period to 31 March 2022 by $1.8m. The proforma 12 month period to 31 March 2021 has been

restated to remove the impact of the subsidy claim.

2. Includes an adjustment for the impact in change in accounting policy in regards to the accounting for Software-as-a-Service arrangements.

Refer to note 1.2.

1

2

1,2

1,2

OCEANIA

18

ANNUAL REPORT 2022Better experiences

The connection
culture

One example? The tools shed, (the

man cave), where resident Gary

(featured here) and mate Terry have

made bowls carriers for their fellow

bowlers. The newly-finished indoor

pool complex now hosts aqua aerobic

classes, which are a huge hit, and

the regular yoga classes are already

well attended.

“Not everything suits everyone, but

there’s something for everyone”, says

Trudi, explaining there’s a residents'

suggestion box in the café at The

BayView, where residents can suggest

any activities they want to do, or

movies they want see at the on-site

cinema. The village staff are only too

keen to make it happen. The latest

suggestion is Bridge classes and

matches - it’s underway.

The light, versatile and appealing

shared spaces encourage residents

to enjoy the company of others

and enjoy activities together. The

main lounge has breakout areas for

cards; there’s a private lounge which

residents can use to host family

gatherings, or just watch the tennis.

The library is a lovely space.

The bus is there for shopping and

any trips (suggestions in the box

please!). Happy hour on Fridays is

very popular!

Residents are empowered by this

connectivity culture. Early resident

Raewyn started teaching Mah-jong -

now there’s a game going regularly.

The construction manager at the

village bought a Mah-jong board on

Trade Me and brought it in for the

growing group of players to use.

The BayView Tauranga may be

one of our newer villages, but

already the residents are making

it their own, and the village

management and staff could not

be happier about it.

There is no ‘us’ (residents) and ‘them’

(staff), as can sometimes be the

case in retirement villages. At The

BayView, its genuinely one big family,

connected by a shared view to create

an environment that feels like a close

knit community, so they can enjoy

great experiences together.

Sales Manager Trudi explains.

“It’s all about the residents, we want to

hear what they want to do, and create

a village that they want to live in – it’s

their village. Linda (Village Manager)

has been instrumental in creating that

culture, she’s amazing.”

That cohesive vision is already taking

shape. The village has been designed

and built to cater for wide variety of

interests and activities, so residents

can ‘do their own thing’.

Villa residents (with their own vege

patches) bring up avocados or

rhubarb they’ve grown to share with

everyone, other residents just take

what they want. That’s the culture

at The BayView and residents love it.

Trudi explains they know they’re

doing something right when visitors or

prospective residents coming into The

BayView feel the vibe and mention it.

They feel all the positivity of our

connection culture, there’s no better

statement I could make about our

village, they feel it, we all love it.

19

come from within.

Its upfront investment in clinical
quality, as well as the adoption of

a risk management approach and

ethical reasoning in its decision

making, have served Oceania well

throughout this period.

We are very grateful to our people

for their hard work and going the

extra mile during these difficult times.

Oceania introduced its own vulnerable

staff assessments in March 2020. In

contrast to the then current guidance

from the Ministry of Health, Oceania

applied a risk assessment process

to determine which of our staff were

Best practice for

a better industry.

COVID-19 LEADERSHIP

Oceania has continued to successfully

navigate the challenges associated

with operating an aged care and

retirement village business throughout

the COVID-19 pandemic.

Ana and Lois, Nurse Educators, enjoying connecting with colleagues at the

Oceania International Nurse’s Day Clinical Leaders Symposium

Oceania has adopted rigorous

procedures and infection control

practices to ensure the safety of our

residents and our people. Given the

high levels of vaccination and the risk

mitigants in place, Oceania chose to

adopt a risk management approach

based on a risk assessment framework

in responding to COVID-19 and

allowed visiting to continue during the

pandemic except where we had

outbreaks. Even during outbreaks,

compassionate visiting with full PPE

has always been permitted. This

meant that our residents were not

unnecessarily subjected to lockdown

measures and this has positively

impacted on our residents as

demonstrated in our feelings of

loneliness indicator through InterRai

where Oceania’s score was significantly

below the national average.

In late January 2022, we established

an Emergency Management Team (led

by Dr Frances Hughes) to provide a

coordinated response when more than

one site was affected by COVID-19.

All members of the Emergency

Management Team brought extensive

incident management experience from

across a range of industries including

healthcare, armed forces and

intelligence. The range of experiences

of the team members was pivotal in

providing a coordinated response to

our sites in managing the risks arising

from COVID-19. Having an Emergency

Management Team structure in place

meant that we were able to provide

early logistical support to our sites,

consolidate levels of PPE stock and

implement regional stockpiles, manage

discussions with the DHBs and Public

Health Units on a consistent basis,

identify when and where to deploy

staff and provide consistent decision-

vulnerable and unable to continue

working during the COVID-19 outbreak

in early 2020. This model was later

adopted by the DHBs.

Oceania’s response to COVID-19 was

assisted by high levels of vaccination

for both residents and staff, including

boosters. We introduced mandatory

vaccination for our staff early on

in the pandemic, before this was

required by the Government mandate.

As part of this, our clinical team

spent a significant amount of time

communicating with our people and

educating them about the benefits

of vaccination.

Better experiencesOCEANIA

20

ANNUAL REPORT 2022

making and advice to our people.
The Emergency Management Team

framework used by Oceania was

based on the Coordinated Incident

Management System (CIMS) model

used by Government agencies and

other organisations. During this

period, wider organisational personnel

attended a one day CIMS training

workshop to increase skill development

in the Emergency Management

Team and ensure sustainability.

The adoption of this Emergency

Management Team structure has led

to an overall improvement in Oceania’s

readiness to deal with other non-

pathogenic events in the future, such

as fires or earthquakes.

Our people continued coming to work

when it was safe to do so and, unlike

many other aged care providers, the

most staff we had off work at one time

was 87 (out of 2,900). This was as a

result of the Emergency Management

Team measures that we put in place,

as well as the provision of support to

our sites, including providing clear

guidelines on when people need

to be off work and when they can

safely come back to work again. We

provided pastoral care to our staff and

supported them in their return to work,

and provided mental health material

to explain how to manage stress.

We also provided bespoke recognition

to our people for their efforts, with

Brent Pattison and Dr Frances Hughes

personally calling sites where staff

were under pressure to acknowledge

the work and ensure our people were

feeling valued by the business. Our

residents were also very grateful for

the efforts of our people during this

time, with many stories shared of how

our people respected the residents’

personal preferences during isolation

periods, and how residents enjoyed

receiving their favourite meals in their

rooms accompanied by personalised

get well cards and best wishes from

our staff.

Our expertise in managing COVID-19

risks has also provided unique

opportunities for Oceania. One of our

independent living residents suffered a

medical event while in Australia in mid-

2021 and when this resident returned

to New Zealand, Oceania managed

the MIQ period for this resident in one

of our aged care centres, rather than

the resident staying in a Government

MIQ facility for the 14 day isolation

period. We worked in conjunction

with the Regional Public Health

Service and the DHB to facilitate this

outcome for the resident. We received

additional Government funding

for this arrangement, as well as

acknowledgement from the both the

Regional Public Health Service and the

DHB of Oceania’s high standards of

clinical care.

On 30 March 2022, Dr Frances

Hughes was awarded the Risk

Professional of the Year in the Risk

New Zealand Awards for her work in

managing COVID-19 risks for both

Oceania and the aged care industry

as a whole. The judges commended

Dr Hughes on thinking about the

important role of risk culture and noted

that that is what specifically stood out

in her nomination. We are delighted

that Dr Hughes’ hard work throughout

the pandemic has been recognised in

this way.

The lens of COVID-19 has given

Oceania a completely different risk

assessment process for everything

that we do. It means that we need

to constantly adapt and respond to

change and ensure that Oceania, as

an organisation, is nimble to respond

to any challenges that arise in

the future.

Dr Frances Hughes was awarded the Risk

Professional of the Year in the Risk New

Zealand Awards for her work in managing

COVID-19 risks for both Oceania and the

aged care industry as a whole.

COVID-19 LEADERSHIPcome from within.

21

How we
create value

Our purpose

To reimagine the retirement and aged care living experience in New Zealand

Our people

Highly motivated, passionate and safe staff

Our expertise

The capability of our people and quality

of our systems

Our villages

The quality of our villages and landbank

Our relationships

The strength of the relationships we have with

our key stakeholders and our brand reputation

Our financial capital

The combination of shareholder funds,

banking facilities and operating cash flow

employed to maintain and grow our business

Our natural capital

The quality of the natural resources we rely

on to run our business today and in the future

Our value drivers

$ Growth

Development of

our landbank by

recycling capital

from sales

From superior

care and

independent

living experiences

$ Yield

+

Our business

OCEANIAANNUAL REPORT 2022

22

Better experiences

WORKING ON WHAT MATTERS
Residents love living in

our communities

We delight our residents

with hospitality inspired,

customer led services

We are passionate about

the wellbeing of our staff,

residents and their families

We lead the way in

how we do things

Our value outcomes

Develop

Sell

The

pursuit

of

better

23

come from within.

Strategy
We have refreshed our strategy, taking into consideration what

is important to key stakeholders and evaluating which risks and

opportunities have the greatest impact on our ability to create value in

the short and long term.

Our strategy is to achieve sustainable performance by delivering on our four

strategic pillars – Offer, Resident Experience, People Capability and Growth –

underpinned by technology, innovation and our sustainability framework.

Working on

what matters

OCEANIAANNUAL REPORT 2022

24

Better experiences

WORKING ON WHAT MATTERS
Our value outcomes

Residents love living

in our communities

We delight our

residents with

hospitality inspired,

customer led services

We are passionate

about the wellbeing of

our staff, residents and

their families

We lead the way in

how we do things

Our purpose

To reimagine the retirement and aged care living experience in New Zealand.

Offer

To design, develop,

build and sell premium

properties for our

residents of the future

Resident Experience

To be the leader

in the delivery of

resident experience in

retirement villages and

aged care centres

People Capability

To build capability

and develop a culture,

which enables our

people to perform their

life’s best work

Growth

To deliver outstanding

financial performance

and sustainable

growth

Our strategic pillars

Our drivers

Our people — Our expertise — Our villages — Our financial capital — Our natural capital

Our goals

We delight our residents and staff

by caring for them and making

a difference to their happiness

every day.

Our measure

Employee wellness engagement,

resident engagement, health

and safety.

People

Our goals

Through better use of our

resources we will substantially

reduce our environmental impact

enabling carbon neutrality in

the future.

Our measure

Waste to landfill, energy efficiency,

greenhouse gas emissions.

Planet

Our goals

Integrated thinking will be

embedded in our strategy,

decision making, long term

planning and reporting by 2022.

Our measure

Financial returns and shareholder

value growth.

Prosperity

Our enablers

Technology – Innovation – our Sustainability Framework:

25

come from within.

Offer
We are curating great spaces

through the design, development

and provision of services to our

residents of the future and are

doing so in a sustainable manner.

Oceania has a well-established and

proven brownfield development-

led growth strategy, facilitated by

a strong development team and

investment in an operational platform

built for scale.

With the recent strategy to undertake

greenfield developments and

acquisitions, as well as brownfield

developments, Oceania is well

positioned to leverage its established

operational platform to pursue a

wide range of organic and inorganic

growth opportunities.

Building design and construction has a

significant impact on the sustainability

of our business in terms of our

future emissions, building efficiency,

revenue, profitability, safety, resident

satisfaction, staff engagement and

waste generation.

We evaluate the sustainable impact

of a project prior to undertaking

any acquisition, construction or

refurbishment project.

Resident Experience

We are leading in the delivery of

resident-centred aged care and

retirement village experience

in New Zealand through our

Model of Care and excellence

service offerings.

Oceania is committed to ensuring

that it provides outstanding clinical

excellence in care and enhanced

services to its residents.

Oceania continues to distinguish itself

from other aged care and retirement

village operators with its focus on the

provision of care and services, which

is a needs based product, rather than

the delivery of built form products.

Oceania provides resident-centred

care and services that enhance the

quality of our residents’ lives.

Oceania is focused on delivering

an incremental and sustained

improvement in the resident

experience, with an improvement

in clinical indicators, delivering an

evidence-based practice, and an

expansion in our clinical offerings

to cover full scope services.

Furthermore, Oceania’s reputation

for the delivery of high quality care is

providing opportunities for Oceania

to partner with other organisations to

bring a high quality care offering to

older New Zealanders in those regions

that need it most.

People Capability

We have a culture which enables

our people to be engaged,

included and valued and perform

their life’s best work at Oceania.

Our people are at the very heart

of what we do. It is the passion of

our people that allows Oceania to

continue to build on its success for

future growth.

Oceania maintains a strong focus on

learning and development as part of

our commitment to provide a career

development pathway for our staff.

Our Wesley Institute of Nursing

Education provides CAP (Competence

Assessment Programme) training

to internationally-qualified nurses

(IQNs) that meets Nursing Council

requirements and provides a route

for IQNs to practice in New Zealand.

Our aged care education centre is

generating research and opportunities

for partnerships with universities.

This evidence base is crucial to our

offering in the future for our residents

and staff.

We have also established good

relationships with some governments

overseas who are starting to refer IQNs

to our conversion courses through the

Wesley Institute of Nursing Education.

OCEANIAANNUAL REPORT 2022

26

Better experiences

PROVEN EXPERIENCES
PeoplePlanetProsperity

Materiality matrix

At the end of 2021, we refreshed our materiality matrix, building on the deep dive

work we started in 2020, where we looked into what mattered most to our key

stakeholders, and where Oceania could have the greatest impact.

These material topics inform both the pillars of our strategy, and our sustainability

framework that underpins our strategy. In the year ahead we will look to refresh our

sustainability framework goals and measures, aligned to the refreshed materiality matrix.

1. Resident Experience

2. Product design and service

3. Selling practices

4. Competitive behaviour

5. Community relations

6. Access and affordability

7. Employee health, safety

and wellbeing

8. Employee practices

9. Employee engagement

diversity and inclusion

10. Te Ao Maori

11. Governance oversight

and reporting

12. Critical incident

risk management

13. Systemic risk management

14. Management of legal and

regulatory requirements

15. Business ethics

16. Data security and privacy

17. Waste management

18. GHG emissions

19. Sustainable supply

chain management

20. Physical impacts of

climate change

21. Water management

22. Energy management

LowBUSINESS IMPACT

STAKEHOLDER IMPORTANCE

Low

High

High

1

16

11

14

13

12

15

2

7

1017

18

19

20

21

22

89

4

56

3

27

come from within.

We have completed a Task Force on
Climate-related Disclosures (TCFD)

maturity assessment, with an external

provider, in order to support our

climate-related disclosures journey.

From this we have established a TCFD

roadmap that we will implement

over the next two years. We are

also establishing a management

sustainability committee.

We have amended our car

procurement requirements

so that all new lease cars for

residents and corporates are

either EV or hybrid, and we

are working on incorporating

sustainability into our RFP

process for material suppliers.

We are building our new

developments to 6 HomeStar and

we are a member of the

New Zealand Green Building

Council. In the past year we

have achieved 6 HomeStar

rating across four of our sites.

Oceania continues its work with

MyNoke, a large worm farming

company, on an incontinence

product vermicomposting trial.

Waste from six care centres has

been processed and studied at

MyNoke’s Taupo worm farm.

Following energy audits at a

selection of our high energy

consuming sites last year, we

have been working through

energy efficiency measures

starting with retrofitting LED

lighting and shower restrictors.

The majority of our care

centres are now diverting

food waste through a

variety of methods including

onsite Bokashi composting,

vermicomposting, pig buckets

and commercial composting.

We have started rolling out

Oceania’s signature exercise

programme “Move & Groove”,

currently available at some of

our centres, to independent

living residents. Move & Groove

Village has been designed by

fitness industry professionals

and created against the

ACC criteria of 'Strength

and Balance' designed to

reduce falls and fractures

amongst over 65s.

Key ESG highlights for FY22

Our “I love music” programme now has over 600 residents

enrolled. Since the launch of the programme in 2017, we have

provided personalised playlists to over 1200 of our residents.

Remote sign-up options mean families can enroll and choose

music for their loved ones from anywhere in the world.

OCEANIAANNUAL REPORT 2022

28

Better experiences

PROVEN EXPERIENCES
Val got on board with the bowls

momentum at The BayView.

She’s energised by the bowling

group interaction and enjoys the

camaraderie and company. She

saw a need, and set about finding

a solution!

Val joined the growing bowling group

at The BayView, (there are now nine

players and more to come). She

quickly saw the need for the supply

of more essentials - the expanding

membership needed more bowls

to accommodate the influx of

new players at the Monday and

Wednesday morning rollups.

Val was onto it.

She placed an advertisement in

the local free newspaper and got a

reply from a retiring member of the

Bayswater Bowling Club, who as Val

says, was able to sell not only his wife’s

bowls, but his own as well.

Rolling

with it.

Val gratefully snapped up both sets.

So now the group has eight.

Linda (Village Manager) saw to it

that Val was not out of pocket for

her efforts. She was keen for the

centre to support the bowls group

in any way possible and ensured

Val was reimbursed.

Val’s on a roll now, she’s since

organised the supply of two more sets,

as and when needed, so everyone can

play. Gary and Terry could be busy

in the workshop building a few more

personalised carriers!

29

come from within.

Our Board has a broad and deep range of complementary
skills backed by years of experience. We were pleased

to announce two additional Board members with

Rob Hamilton and Peter Dufaur joining the Board

as Independent Directors during the year.

Elizabeth Coutts – Chair and Independent Director / ONZM, BMS, FCA

Liz Coutts has been a Director of Oceania since 5

November 2014 and was appointed Chair in 2014. Liz is

also the Chair of Skellerup Holdings Limited and EBOS

Group Limited. Liz is a Fellow of Chartered Accountants

Australia and New Zealand. She is a 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, Life Pharmacy Limited and Ports of

Auckland 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.

Liz is a member of all Board Committees.

Alan Isaac – Independent Director / CNZM, BCA, FCA

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 the immediate past 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 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 People and Culture Committee.

Dame Kerry Prendergast – Independent Director / DNZM, CNZM, MBA (VUW), NZRN, NZM

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 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.

Leading with

heart.

BOARD OF DIRECTORS

Better experiencesOCEANIA

30

ANNUAL REPORT 2022

Gregory Tomlinson – Independent Director / AME
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.

Sally Evans – Independent Director / BHSc, MSc, FAICD, GAIST

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), Allianz Australian Life Insurance

Limited and Ingenia Communities. 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 People and Culture Committee

and is a member of the Clinical and Health &

Safety Committee.

Core Competencies

Core Strengths

Markets & Customers

Building & Maintaining Relationships

Delivering Sustainable Growth

Property & Construction

Rob Hamilton – Independent Director / BSc, BCom

Rob has been a Director of Oceania since

17 September 2021. He is a respected member

of the capital markets and finance community in

New Zealand, with more than 30 years’ experience

in senior executive roles. Rob is currently a Director

of Westpac New Zealand Limited and a Director of

Tourism Holdings Limited (including Chair of the

Audit Committee). He was previously Chief Financial

Officer at SkyCity Entertainment Group Limited and a

Managing Director and Head of Investment Banking at

Jarden (formerly First NZ Capital).

Rob is also a member of the Auckland Grammar School

Board of Trustees and has previously been a Board

member on the New Zealand Olympic Committee.

Rob is a member of the Audit Committee.

Peter Dufaur – Independent Director / BProp

Peter has been a Director of Oceania since

17 September 2021. He has over 25 years’ experience

in the New Zealand property market, including 10 years

as Head of Development for Goodman Property Trust.

During his time at Goodman Property Trust, Peter was

responsible for all of the Trust’s development activity

and oversaw more than $1.5 billion of successful

property development.


Peter also sits on several private enterprise boards,

including until recently, Chair of building products

manufacturer Thermakraft. Peter is currently the

Managing Director of Mayfair Group Limited, which is

involved in property development, asset management

and funds management across a wide variety of sectors

in the New Zealand property market.

Peter is a member of the Development Committee.

come from within.

31

BOARD OF DIRECTORS

Our Board Skill Set.

Core Strengths
Governance

7/ 7

7/ 7

7/ 7

7/ 7

7/ 7

6/7

Regulatory knowledge and experience

Finance and accounting

Human resources

Health and safety

Capital markets and structure

Better experiencesOCEANIAANNUAL REPORT 2022

32

Markets & Customers

Clinical experience

Aged care, hospitality & customer service market experience

Customer advocacy

7/ 7

7/ 7

4/7

• Experience and understanding of sales, marketing and

brand strategy and practices.

• Experience and understanding (either at Board,

leadership or senior consulting level) of the dynamics of

the international and/or domestic aged care, hospitality

and customer services markets, and opportunities and

challenges within those markets.

• Experience and understanding of the clinical requirements

of the healthcare sector at a governance, leadership and/

or practitioner level.

• Commitment to the highest standard of governance.

• Board experience (NZX 50 or equivalent) or experience

as an advisor to Boards for at least 5 years.

• An ability to assess effectiveness of senior management.

• Senior executive or board experience in financial accounting

and reporting, corporate finance and internal controls.

• Understanding of business and property valuation

principles and their implications on the financial

performance and position.

7/ 7

Risk management

• Developing and overseeing an appropriate risk framework

and culture.

• Experience evaluating and managing financial and

non-financial risks.

• Experience with equity and debt markets, capital

structuring and investment analysis.

• An understanding of the regulatory environment in which

we operate and the role that plays in ensuring sustainable

custodianship of our assets and providing benefit to

our customers.

• Familiarity with people and best practice development and

performance structures.

• Experience and understanding of health and safety and

wellbeing requirements.

Better experiences

Delivering Sustainable Growth
Growth

7/ 7

7/ 7

7/ 7

7/ 7

Strategy

Operational leverage

Business model and technology disruption

Building & Maintaining Relationships

5/7

6/7

Government relationships

Shareholder/investment community relationships

come from within.

33

• An understanding of the functioning of Government

and experience developing and maintaining a

constructive relationship and interactions with

Government and regulators.

• Experience in and understanding of shareholder and

investment community concerns and developing

constructive relationships.

Property & Construction

Property and Construction

4/7

• Experience as an investor, leader or adviser in the property

development market

• Experience as an investor, leader or adviser in the

construction industry.

• A track record of developing and implementing a

successful and sustainable strategy of growth in business.

• Ability to think strategically and assess strategic options

and business plans.

• Experience in leading or advising organisational

change and creating value for the benefit of

customers and shareholders.

• Understanding of differing business models and the

potential for disruptive models and practices to impact

customers and the supply chain.

• Understanding of the opportunity and risks provided by

technology development.

BOARD OF DIRECTORS come from within.

THREE YEAR SUMMARY
For the year ended 31 March 2022

1 This is a non-GAAP measure, refer to note 2.1 in the consolidated financial statements for further details.

2 Underlying Net Profit after Tax has been restated in the May 2020 comparative period to exclude depreciation in respect of care suites in line with the

current period.

3 On 21 April 2020 the Group claimed, and received payment of, a COVID-19 wage subsidy totalling $1.8m. This amount has subsequently been repaid

in full on 18 May 2021 and as a result has been excluded from the table above. This proforma adjustment increases underlying EBITDA and underlying

earnings in relation to the 12 month period to 31 March 2022 by $1.8m. Underlying EBITDA and underlying earnings in relation to the 12 months to 31 May

2020 has also been restated to remove the impact of the subsidy claim. The statutory comparative period of 10 months to 31 March 2021 is not impacted.

4 Includes an adjustment for the impact of change in accounting policy in regards to the accounting for Software-as-a-Service arrangements.

Refer to note 1.2.

OCEANIAANNUAL REPORT 2022

34

Better experiences

Financial Metrics

$NZm

March 2022

12 months

March 2021

10 months

May 2020

12 months

Underlying Net Profit after Tax

1,2,3,4

56.7 41.9 43.7

Underlying EBITDA

1,3,4

76.2 56.0 64.3

Profit / (loss) for the Period

4

61.1 85.7 (12.8)

Total Comprehensive Income

4

114.4 167.9 10.7

Total Assets

4

2,197.7 1,882.2 1 , 5 4 7. 3

Operating Cash Flow

4


105.5 96.0 98.4

Operating Metrics

March 2022

12 months

March 2021

10 months

May 2020

12 months

Units

1,625 1,367 1,285

Care Suites

854 847 679

Care Beds

1,725 1,807 1,882

Total

4,204 4,021 3,846

New Sales

184 194 189

Resales

266 194 166

Total

450 388 355

Occupancy

92.0%92.4%91.5%

Consolidated Statement of Comprehensive Income 36
Consolidated Balance Sheet 37

Consolidated Statement of Changes in Equity 38

Consolidated Cash Flow Statement 39

Notes to the Consolidated Financial Statements 41

Independent Auditor's Report 91

Consolidated

Financial

Statements

For the year ended 31 March 2022

35

FINANCIAL STATEMENTScome from within.

$NZ000’s Notes
March 2022

12 months

March 2021

10 months

Revenue2.2231,140 175,417

Change in fair value of investment property3.163,475 79,969

Change in fair value of right of use investment property3.4- 2,299

Gain on purchase of business assets1.310,358-

Other income 2.33,508 2,069

Total income

308,481 259,754

Employee benefits and other staff costs

2.4156,446 115,728

Depreciation (buildings)

2.4, 3.2, 3.411,487 8,615

Depreciation and amortisation

(chattels, leasehold improvements and software)

2.4, 3.2, 3.47, 1 3 3 4,919

Impairment / (reversal of impairment) of property, plant and

equipment and right of use asset

2.4, 3.24,741 (4, 267 )

Impairment of right of use investment property

2.4115-

Impairment of goodwill

2.4, 5.2412 1,220

Rental expenditure in relation to right of use investment property

2.4, 3.42,497 4,115

Finance costs

2.49,380 6,795

Other expenses

2

2.460,020 4 7, 3 4 5

Total expenses

252,231 184,470

Profit before income tax

56,25075,284

Income tax benefit 5.14,87910,396

Profit for the period

61,12985,680

Other comprehensive income

Items that will not be subsequently reclassified to profit or loss

Gain on revaluation of property, plant and equipment for the period,

net of tax

3.2, 5.146,359 78,583

Gain on revaluation of right of use assets for the period, net of tax

3.4, 5.1229 61

46,588 78,644

Items that may be subsequently reclassified to profit or loss

Gain on cash flow hedges, net of tax

6,7163,609

Other comprehensive income for the period, net of tax

53,30482,253

Total comprehensive income for the period attributable

to shareholders of the parent

114,4331 6 7, 9 3 3

Basic earnings per share (cents per share)

4.28.7 13.8

Diluted earnings per share (cents per share)

4.28.7 13.8

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service

arrangements. Refer to note 1.2.

2 Included in Other Expenses for the 12 months to 31 March 2022 is a repayment of $1.8m in respect of the COVID-19 wage subsidy.

1

1

1

1

1

1

1

Better experiencesOCEANIA

36

ANNUAL REPORT 2022

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2022

$NZ000’s NotesMarch 2022March 2021
Assets

Cash and cash equivalents

9,74579,906

Trade and other receivables

5.3

69,1364 7, 9 9 2

Derivative financial instruments

5.6

3,922-

Investment property

3.1

1,378,552 1,099,803

Property, plant and equipment

3.2

686,592 604,273

Right of use assets

3.4

41,139 41,714

Intangible assets

5.2

8,603 8,468

Total assets

2,197,689 1,882,156

Liabilities

Trade and other payables

5.4

40,980 44,308

Derivative financial instruments

5.6

- 5,486

Deferred management fee

3.3

42,067 41,499

Refundable occupation right agreements

3.3

775,765 618,433

Lease liabilities

3.4

9,894 11,513

Borrowings

4.4

380,140 3 2 7, 2 9 2

Deferred tax liabilities

5.1

--

Total liabilities

1,248,8461,048,531

Net assets

948,843833,625

Equity

Contributed equity

4.1

705,291 675,625

Retained deficit

(54,735) (86,983)

Reserves

298,287 244,983

Total equity

948,843833,625

The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service

arrangements. Refer to note 1.2.

1

1

1

1

1

1

1

come from within.

37

FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

As at 31 March 2022

$NZ000’s Notes
Contributed

equity

Retained

deficit

Asset

revaluation

reserve

Cash flow

hedge

reserveTotal equity

Balance as at 31 May 2020 588,389(157,630)170,205(7,475)593,489

Profit for the period - 85,680 - -85,680

Other comprehensive income

Revaluation of cash flow hedge

net of tax

---3,6093,609

Revaluation of assets net of tax3.2, 5.1 - -78,583-78,583

Revaluation of right of use assets

net of tax

3.4, 5.1 - -61-61

Total comprehensive income - 85,68078,6443,6091 6 7, 9 3 3

Transactions with owners

Dividends paid

4.1-(15,476)--(15,476)

Share issue4.180,000---80,000

Directly attributable transaction costs

deducted from equity

4.1(1,939)---(1,939)

Share issue: dividend reinvestment

scheme

4.19,175---9,175

Employee share scheme4.1-443--443

Total transactions with owners8 7, 2 3 6(15,033) - -72,203

Balance as at 31 March 2021675,625(86,983)248,849(3,866)833,625

Profit for the year-61,129--61,129

Other comprehensive income

Revaluation of cash flow hedge

net of tax

---6,7166,716

Revaluation of assets net of tax3.2, 5.1--46,359-46,359

Revaluation of right of use assets

net of tax

3.4, 5.1--229-229

Total comprehensive income-61,12946,5886,716114,433

Transactions with owners

Dividends paid

4.1-(29,559)--(29,559)

Share issue4.120,000---20,000

Directly attributable transaction costs

deducted from equity

4.1(475)---(475)

Share issue: dividend

reinvestment scheme

4.110,141---10,141

Employee share scheme4.1-678--678

Total transactions with owners29,666(28,881)--785

Balance as at 31 March 2022705,291(54,735)295,4372,850948,843

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service

arrangements. Refer to note 1.2.

11

11

11

11

Better experiencesOCEANIA

38

ANNUAL REPORT 2022

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 March 2022

$NZ000’s
March 2022

12 months

March 2021

10 months

Cash flows from operating activities

Receipts from residents for village and care fees

190,096 142,290

Payments to suppliers and employees( 2 07, 8 1 4)(145,324)

Rental payments in relation to right of use investment property(2,497) (4,1 1 5)

Receipts from new occupation right agreements214,188 171,387

Payments for outgoing occupation right agreements(69,998) (52,157)

Net Goods and Services Tax paid(7,672)(8,088)

Interest received77 24

Interest paid(10,171) ( 7, 3 0 7 )

Interest paid in relation to right of use assets(680) (757)

Net cash inflow from operating activities105,52995,953

Cash flows from investing activities

Proceeds from sale and / or disposal of property, plant and equipment

and investment property

(6)-

Payments for property, plant and equipment and intangible assets(56,289)(36,185)

Payments for investment property and investment property under development(106,317) (66,005)

Payments for business assets(56,208)-

Net cash outflow from investing activities(218,820)(102,190)

Cash flows from financing activities

Proceeds from borrowings

162,513 9 0,274

Repayment of borrowings(115,476) (89,652)

Proceeds from bond issuance100,000 125,000

Repayment of bank borrowing from bond proceeds(100,000) (125,000)

Proceeds from share placement20,000 80,000

Capitalised costs in relation to share placement(475) (1,939)

Capitalised borrowing costs(1,194) (1,861)

Principal payments for right of use assets(2,820) (2,002)

Dividends paid(19,418) (6,301)

Net cash inflow from financing activities43,13068,519

Net decrease in cash and cash equivalents(70,161)62,282

Cash and cash equivalents at the beginning of the period79,9061 7, 6 2 4

Cash and cash equivalents at end of period

9,74579,906

The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service

arrangements. Refer to note 1.2.

1

1

1

1

come from within.

39

FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 March 2022

Reconciliation of profit after income tax to net cash inflow from operating activities
$NZ000’s Notes

March 2022

12 months

March 2021

10 months

Profit for the period61,12985,680

Non cash items included in profit for the period

Deferred management fees accrued but not settled

2.2( 57, 5 2 7 ) (32,901)

Depreciation (buildings and care suites)2.411,487 8,615

Depreciation and amortisation (chattels, leasehold improvements

and software)

2.47, 1 3 34,920

Impairment of goodwill 2.4412 1,220

Net loss on disposal of property, plant and equipment1,149 995

Fair value adjustment to investment property3.1(63,475) (79,969)

Fair value adjustment to right of use investment property and

right of use land and buildings

3.4115 (2,262)

Impairment / (reversal of impairment) of property, plant and equipment3.24,741 (4,3 0 4)

Loss allowance for trade and other receivables 2.441 18

Interest accrued but not paid(2,097) (1,723)

Fair value movement on residents’ share of resale gains2.4825 2,026

Fair value loss on cash flow hedges5.6 (58) -

Deferred tax benefit5.1(4,879) (10,396)

Employee share scheme4.3678 443

Gain on purchase of business assets(10,358)-

Other non cash items 670557

(111,143)(112,761)

Cash items excluded from profit for the period

Receipts from new occupation right agreements

214,188171,387

Payments for outgoing occupation right agreements(69,998)(52,157)

144,190119,230

Increase in operating assets and liabilities

Increase / (Decrease) in trade and other receivables

13,110(2,271)

(Decrease) / Increase in trade and other payables(1,757)6,075

Net cash inflow from operating activities105,52995,953

The Board of Directors of the Company authorised these consolidated financial statements for issue on 20 May 2022.

For and on behalf of the Board

Elizabeth Coutts Alan Isaac

Chair Director

The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.

1

1

1

1

1

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service

arrangements. Refer to note 1.2.

Better experiencesOCEANIA

40

ANNUAL REPORT 2022

CONSOLIDATED CASH FLOW STATEMENT (continued)

For the year ended 31 March 2022

1. General Information 42
1.1 Basis of Preparation 42

1.2 Accounting Policies 43

1.3 Significant Events and Transactions 44

2. Operating Performance 46

2.1 Operating Segments 46

2.2 Revenue 54

2.3 Other Income 55

2.4 Expenses 56

3. Property Assets 58

3.1 Village Assets: Investment Property 60

3.2 Care Assets: Property, Plan

and Equipment 64

3.3 Refundable Occupation

Right Agreements 69

3.4 Leases 71

4. Shareholder Equity and Funding 74

4.1 Shareholder Equity and Reserves 74

4.2 Earnings per Share 76

4.3 Employee Share Based Payments 76

4.4 Borrowings 77

5. Other Disclosures 80

5.1 Income Tax 80

5.2 Intangible Assets 83

5.3 Trade and Other Receivables 85

5.4 Trade and Other Payables 86

5.5 Related Party Transactions 86

5.6 Financial Risk Management 87

5.7 Contingencies and Commitments 90

5.8 Events After Balance Date 90

Independent Auditor's Report 91

Notes to the

Consolidated

Financial

Statements

For the year ended 31 March 2022

FINANCIAL STATEMENTS

41

come from within.

1. General Information
1.1 Basis of Preparation

(i) Entities Reporting

The consolidated financial statements of the Group are for the economic entity comprising Oceania Healthcare Limited

(the ‘Company’) and its subsidiaries (together ‘the Group’). Refer to note 5.5 for details of the Group structure.

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Oceania Healthcare Limited

as at 31 March 2022 and the results of all subsidiaries for the year then ended.

The Group owns and operates various care centres and retirement villages throughout New Zealand. During the year the

Group Corporate Office functions were relocated to new premises. The Group's registered office is Level 11, 80 Queen

Street, Auckland 1010, New Zealand (31 March 2021: 2 Hargreaves Street, St Mary’s Bay, Auckland 1011).

(ii) Statutory Base

Oceania Healthcare Limited is a limited liability company which is domiciled and incorporated in New Zealand. It is

registered under the Companies Act 1993 and is a FMC Reporting Entity in terms of Part 7 of the Financial Markets Conduct

Act 2013. The Company is also listed on the NZX Main Board (‘NZX’) and the Australian Securities Exchange (‘ASX’) as a

foreign exempt listing. The consolidated financial statements have been prepared in accordance with the requirements of

the NZX and ASX listing rules, and Part 7 of the Financial Markets Conduct Act 2013.

The consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted

Accounting Practice (‘NZ GAAP’). They comply with New Zealand equivalents to International Financial Reporting

Standards (‘NZ IFRS’), International Financial Reporting Standards (‘IFRS’) and other applicable New Zealand Financial

Reporting Standards, as appropriate for for-profit entities. The Group is a Tier 1 for-profit entity in accordance with XRB A1.

The consolidated financial statements have been prepared in accordance with the going concern basis of accounting,

which assumes that the Group will be able to realise its assets and discharge its liabilities in the normal course of business

as they come due into the foreseeable future.

The Consolidated Balance Sheet has been prepared using a liquidity format.

(iii) Measurement Basis

These consolidated financial statements have been prepared under the historical cost convention, as modified by the

revaluation of certain assets and liabilities, including investment properties, certain classes of property, plant and

equipment, right of use assets and derivatives.

(iv) Key Estimates and Judgements

The preparation of the consolidated financial statements in conformity with NZ IFRS requires the use of certain critical

accounting estimates. It also requires management to exercise their judgement in the process of applying the Group’s

accounting policies.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,

by definition, seldom equal the related actual results. Estimates and judgements are continually evaluated and

are based on historical experience and other factors, including expectations of future events that are believed to be

reasonable under the circumstances.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant

to the consolidated financial statements are disclosed in the following notes:

– Fair value of assets acquired in business combination (note 1.3)

– Classification of accommodation with a care or service offering (note 3)

– Fair value of investment property and investment property under development (note 3.1)

– Fair value of freehold land and buildings (note 3.2)

– Revenue recognition of deferred management fees (note 3.3)

– Fair value of right of use assets (note 3.4)

– Recognition of deferred tax (note 5.1)

Better experiencesOCEANIA

42

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 March 2022

1.2 Accounting Policies
Accounting policies that summarise the measurement basis used and which are relevant to understanding the consolidated

financial statements are provided throughout the notes to these consolidated financial statements.

Other relevant policies are provided as follows:

(i) Principles of Consolidation

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to,

or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its

power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

They are deconsolidated from the date that control ceases.

Intercompany transactions and balances between Group companies are eliminated. Accounting policies of subsidiaries

are consistent with the policies adopted by the Group.

(ii) Functional and Presentational Currency

These consolidated financial statements are presented in New Zealand Dollars which is the Company’s functional currency

and the Group’s presentation currency. Unless otherwise stated the consolidated financial statements are presented in

round thousands of dollars. The use of $m signifies millions of dollars.

(iii) Goods and Services Tax (‘GST’)

The Consolidated Statement of Comprehensive Income and Consolidated Cash Flow Statement have been prepared so

that all components are stated exclusive of any GST that can be claimed with the net amount of GST payments/receipts

being shown in the cash flow statement under operating activities. GST is only deductible by the Group to the extent

that it relates to care operations. All items in the Consolidated Balance Sheet are stated net of GST, with the exception of

receivables and payables, which include GST invoiced.

(iv) Comparative Information

Where a change has been made to the presentation of the consolidated financial statements to that used in prior periods,

comparative figures have been restated accordingly. Changes to comparative disclosures has been detailed in note 1.2 (v).

(v) New Accounting Standards

During the year, the Group revised its accounting policy in relation to upfront configuration and customisation costs

incurred in implementing Software-as-a-Service (‘SaaS’) arrangements. This was in response to the IFRIC agenda

decision in April 2021 clarifying its interpretation of how current accounting standards apply to these types of

arrangements. The new accounting policy is presented below.

No other changes to accounting policies have been made during the year and the Group has not early adopted any

standards, amendments or interpretations to existing standards that are not yet effective.

Software-as-a-Service (‘SaaS’) arrangements

SaaS arrangements are service contracts providing the Group with the right to access the cloud provider’s application

software over the contract period but where the Group does not control the underlying software used in the arrangement.

Under the new accounting policy, where costs incurred to configure or customise SaaS arrangements result in the creation

of a resource which is identifiable, and where the Group has the power to obtain the future economic benefits flowing from

the underlying resource and to restrict the access of others to those benefits, such costs are recognised as a separate

intangible software asset and amortised over the useful life of the software on a straight-line basis. If costs do not meet the

recognition criteria, they are expensed when incurred. The useful lives of the intangible assets are reviewed at least at the

end of each financial year, and any change accounted for prospectively as a change in accounting estimate.

During the year the Group reviewed the agreements supporting documentation for all capitalised software and associated

projects. In light of guidance from the IFRIC agenda decision, one item of software which was capitalised during the

year ended 31 May 2020 no longer met the criteria for capitalisation. The Group has applied the required treatment

retrospectively and the effect of this change in treatment is shown below.

Comparative information has been restated to reflect the retrospective application of SaaS guidance with respect to one

item of software held by the Group which was purchased in 2017.

The impact of this to the period ended 31 March 2021 profit and loss is a net increase to Net Profit after Tax of $146k comprising:

– a decrease to amortisation, recognised in depreciation and amortisation (chattels, leasehold improvements and

software), of $274k;

– an increase in staff costs, recognised in employee benefits and other staff costs, of $59k; and

– an increase to IT costs, recognised in other expenses, of $69k.

come from within.

43

FINANCIAL STATEMENTS

1.2 Accounting Policies (continued)
A net decrease to Net Assets as at 31 March 2021 of $1.6m comprises a decrease in intangible assets of $2.1m, an increase

in chattels of $0.2m and an increase in prepayments, recognised in trade and other receivables, of $0.3m. The opening

retained deficit increased by $1.5m.

An increase in payments to suppliers and employees of $84k and a corresponding decrease in payments for property,

plant and equipment and intangible assets within the Consolidated Cash Flow Statement.

The balance of the impact to Net Profit after Tax was incurred in the periods from November 2017 to 31 May 2020.

The total impact on Net Profit after Tax comprised a decrease to amortisation of $0.3m offset by an increase in staff

costs of $1.2m and an increase to IT costs of $0.6m.

(vi) Measurement of Fair Value

The Group classifies its fair value measurement using the fair value hierarchy that reflects the significance of the inputs

used in making the measurements. The fair value hierarchy has the following levels:

Level 1: Quoted prices (unadjusted) in active markets for the identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

1.3 Significant Events and Transactions

(i) COVID-19

On 11 March 2020, the World Health Organisation declared COVID-19 to be a global pandemic. COVID-19 has impacted

the health and wellbeing of people around the world and in turn the outbreak and the associated restrictions put in place to

fight the virus have had a significant adverse impact on the global economy.

The New Zealand Government’s initial overall public health strategy in respect of the COVID-19 pandemic affecting

New Zealand was elimination with the overall goal to stop community transmission in New Zealand. In the time from the

emergence of the virus in New Zealand during March 2020 until 2 December 2021 this strategy involved a framework of

Alert Levels and lockdowns which various regions moved through as cases were detected.

On 2 December 2021 the New Zealand Government moved to a strategy of minimisation and protection. This framework

aims to protect both those who are the most at risk of severe disease/outcomes as well as the health system that is required

to treat these people and continue to function to maintain other health services. Rather than Alert Levels and lockdowns the

minimisation and protection framework focuses on vaccinations and the use of traffic lights – 3 settings that are designed

to help prevent and managed outbreaks and cases. Rather than generalised lockdowns the traffic light system uses

vaccine mandates, capacity limits and localised protections and lockdowns.

The pandemic has had an immaterial impact on Oceania's income as providers of an essential service. There has however

been an impact on the Group's expenditure as wages increase as a result of staff absences and increased costs associated

with the provision of personal protective equipment.

Certain key judgements and estimates are applied in the consolidated annual financial statements

The Directors have assessed the impact of COVID-19 on these judgements and estimates and concluded that no changes

are necessary. This is primarily due to Oceania providing an essential service.

No changes to the methodology or input estimates in relation to expected credit losses have been required as a result of

continued strong collection levels in respect of private care fees and deferred settlement of Occupation Right Agreement

(“ORA”) contracts.

Better experiencesOCEANIA

44

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

(ii) Acquisition: Waterford on Hobsonville Point (‘Waterford’)
On 23 March 2021, Oceania Village Company Limited entered into a Sale and Purchase Agreement to purchase the

business assets of Waterford on Hobsonville Point. Waterford is an established retirement village with 64 independent living

villas and 36 independent living apartments. The Sale and Purchase Agreement was conditional on the parties obtaining

Statutory Supervisor consent. This consent was received on 8 April 2021 and the transaction was settled on

23 April 2021, being the date of acquisition.

The business assets have been recognised as at the date of settlement and the future operating results consolidated from

that point forward. The financial effects of this transaction have been recognised in these annual financial statements.

Purchase consideration and fair value of net assets acquired

The purchase price of $56.2m, settled in cash, was linked to the 31 March 2020 CBRE Limited valuation of Waterford.

The acquisition was accounted for using the acquisition method as prescribed in NZ IFRS 3 Business Combinations.

This standard requires that all identifiable assets and liabilities be assumed at their acquisition date fair value.

$NZ000’s

Fair value on

acquisition

Assets

Investment Property

104,022

Development Land8,950

Chattels63

Liabilities

Resident liabilities

(4 6,4 37 )

Employee entitlements(19)

Net assets acquired66,579

Total consideration56,221

Gain on purchase of business asset10,358

The gain on acquisition is due to the difference in the key assumptions within CBRE Limited’s valuations, including growth

rate and discount rate, between 31 March 2020, being the reference date for the acquisition, and 23 April 2021 being the

settlement date, largely reflecting a reversal of COVID-19 impacts.

The above differs from what was disclosed in the 30 September 2021 interim consolidated financial statements due to a

revision of Deferred Tax treatment of DMF (Sept 2021: $8.5m).

The operation of Waterford added $13.2m to Net Profit before Tax in the period since acquisition to 31 March 2022, of which

$3.0m is operating revenue. The impact on the fair value movements in the year is disclosed in note 3.1.

Contingent liabilities

No material contingent liabilities with respect to this transaction were noted during the due diligence process or since

acquisition. Should any future contingent liabilities arise, they will be disclosed in future consolidated financial statements.

(iii) Balance Date

On 9 July 2020 the Group received approval from the Commissioner of Inland Revenue to change the balance date for the

Group and its subsidiaries to 31 March. The comparatives represent a period of ten months.

(iv) Capital Raise

On 16 April 2021, a total of 15,619,810 ordinary shares ($20.0m, $1.2796 per share) were issued in relation to the Retail Offer

announced on 24 March 2021. These shares rank equally in all aspects with existing shares.

(v) Retail Bond

On 30 August 2021 Oceania Healthcare Limited announced an offer of up to $75m (with the ability to accept up to an

additional $25m in oversubscriptions) of 7 year secured fixed rate bonds. On 13 September 2021 bonds totalling $100.0m

were issued to New Zealand retail investors. These bonds mature on 13 September 2028. A fixed interest rate of 3.3% per

annum applies to the Bonds. Refer to note 4.4 for the impact on the year to 31 March 2022.

come from within.

45

FINANCIAL STATEMENTS

2. Operating Performance
2.1 Operating Segments

The Group's chief operating decision maker is the Board of Directors.

The operating segments have been determined based on the information reviewed by the Board of Directors for the

purposes of allocating resources and assessing performance. The assets and liabilities of the Group are reported to

the chief operating decision maker in total not by operating segment.

The Group operates in New Zealand and comprises three segments; care operations, village operations and other.

CareVillageOther

ProductIncludes traditional care beds

and care suites.

Includes independent living

and rental properties.

N/A

ServicesThe provision of

accommodation, care and

related services to Oceania’s

aged care residents.

Includes the provision of

services such as meals

and care packages to

independent living residents.

The provision of

accommodation and related

services to independent

residents in the Group’s

retirement villages.

Provision of support services

to the Group (includes

administration, marketing

and operations).

In addition this segment

includes the provision of

training by the Wesley

Institute of Learning.

Recognition of

Operating Revenue

and Expenses

The Group derives Operating

Revenue from the provision

of care and accommodation.

The daily fee is set annually

by the Ministry of Health.

In relation to the provision

of superior accommodation

above the Government

specification the Group

derives revenue from Premium

Accommodation Charges

(‘PACs’) or, in the case of

care suites, through Deferred

Management Fees (‘DMF’).

Operating Expenses

primarily include staff costs,

resident welfare expenses

and overheads.

The Group derives Operating

Revenue from weekly service

fees and rental income.

Operating Revenue also

includes DMF accrued over

the expected occupancy

period for the relevant

accommodation.

Operating Expenses

include village property

maintenance, sales and

marketing, and administration

related expenses.

Includes corporate office

and corporate expenses and

rental costs relating to the

Group’s two leasehold sites

(2021: three).

Finance costs relate to the

cost of bank debt acquired

for the purchase and

development of villages.

Income and expenditure

relating to the Wesley Institute

of Learning is recognised in

this segment.

Recognition of

Fair Value movements

on New Developments

Fair value increases or

decreases are recognised in

other comprehensive income

(i.e. not in profit or loss) for the

fair value movement above

historical cost.

Impairments below historical

cost are recognised in

comprehensive income (i.e.

profit or loss).

Fair value movements are

recognised in comprehensive

income (i.e. profit or loss).

N/A

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46

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

CareVillageOther
Recognition of Fair Value

movements on Existing

Care Centres and

Retirement Villages

Fair value movements are

treated the same as above.

When sites are

decommissioned for

development this results in an

impairment of the buildings

and chattels which is

recognised in comprehensive

income (i.e. profit or loss).

Fair value movements are

recognised in comprehensive

income (i.e. profit or loss).

N/A

Recognition in

Underlying Profit

(refer note 2.1 overleaf)

Fair value movements

are removed.

Fair value movements are

removed. Realised gains on

resales and the development

margins from the sale of

independent living units and

care suites are included,

reflective of the ownership

structure of the assets.

No material adjustments.

Asset CategorisationAssets used, or, in the case

of developments, to be used,

in the provision of care are

recognised as property, plant

and equipment.

Assets used for village

operations are recognised as

investment property.

Corporate office assets are

recognised as property, plant

and equipment. Assets include

intangibles (e.g. software).

Information regarding the operations of each reportable segment is included above. Amongst other criteria, performance is

measured based on segmental underlying earnings before interest, tax, depreciation and amortisation (‘EBITDA’), which is

the most relevant measure in evaluating the performance of segments relative to other entities that operate within the aged

care and retirement village industries.

Additional Segmental Reporting Information

Capital expenditure: Refer to notes 3.1, 3.2 and 3.4 for details on capital expenditure.

Goodwill: Goodwill is allocated to care cash generating units.

What is Total Comprehensive Income?

Total comprehensive income is a measure of the total performance of all segments under NZ GAAP.

It includes fair value movements relating to the Group’s care centres and cash flow hedges.

come from within.

47

FINANCIAL STATEMENTS

2.1 Operating Segments (continued)
12 months ended 31 March 2022

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Revenue 1 8 7, 4 3 441,6072,099231,140

Change in fair value of investment property - 63,475 - 63,475

Gain on purchase of business assets - 10,358 - 10,358

Other income 1,270 1,921 240 3,431

Total income 188,704 1 1 7, 3 61 2,339 308,404

Operating expenses(168,410)(23,719) (26,834)(218,963)

Impairment of goodwill(412) - - (412)

Impairment of right of use investment property-(115)-(115)

Impairment of property, plant and equipment (4,741) - - (4,741)

Segment EBITDA15,141 93,527 (24,495) 84,173

Interest income - 7 70 77

Finance costs - - (9,380) (9,380)

Depreciation (buildings and care suites) (10,899) (3) (585) (11,487)

Depreciation and amortisation (chattels, leasehold

improvements and software)

(5,780) - (1,353) (7,133)

(Loss) / profit before income tax(1,538)93,531 (35,743) 56,250

Income tax benefit1,156(4,380) 8,103 4,879

(Loss) / profit for the period attributable

to shareholders

(382)89,151(27,640)61,129

Other comprehensive income

Gain on revaluation of property, plant and equipment

for the period, net of tax

46,359 - - 46,359

Gain on revaluation of right of use asset for the period,

net of tax

229 - - 229

Loss on cash flow hedges, net of tax - - 6,716 6,716

Total comprehensive income for the year

attributable to shareholders of the parent

46,20689,151(20,924)114,433

Better experiencesOCEANIA

48

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service
arrangements. Refer to note 1.2.

10 months ended 31 March 2021

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Revenue 146,572 28,199 646 175,417

Change in fair value of investment property - 79,969 - 79,969

Change in fair value of right of use investment property - 2,299 - 2,299

Other income 512 1,524 9 2,045

Total income 1 47, 0 8 4 111,991 655 259,730

Operating expenses (128,602) (20,517) (18,069) ( 1 6 7, 1 8 8 )

Impairment of goodwill (1,220) - - (1,220)

Reversal of impairment of property, plant and equipment 4,169 98 - 4,267

Segment EBITDA 21,431 91,572 ( 1 7, 4 1 4) 95,589

Interest income - 4 20 24

Finance costs - - (6,795) (6,795)

Depreciation (buildings and care suites) (8,410) - (205) (8,615)

Depreciation and amortisation

(chattels, leasehold improvements and software)

(4,16 4) - (755)(4,91 9)

Profit / (loss) before income tax8,857 91,576 (25,149) 75,284

Income tax benefit 10,112 594 (310) 10,396

Profit / (loss) for the period attributable to shareholders 18,969 92,170 (25,459)85,680

Other comprehensive income

Gain on revaluation of property, plant and equipment

for the period, net of tax

78,583 - - 78,583

Gain on revaluation of right of use asset for the period,

net of tax

61 - - 61

Loss on cash flow hedges, net of tax - - 3,609 3,609

Total comprehensive income for the period

attributable to shareholders of the parent

97,613 92,170 (21,850) 1 6 7, 9 3 3

1

1

1

1

1

1

1

1

1

1

1

1

come from within.

49

FINANCIAL STATEMENTS

2.1 Operating Segments (continued)
Underlying Net Profit after Tax (‘Underlying Profit’)

Underlying Profit and Underlying EBITDA are non-GAAP measures of financial performance and considered in the

determination of dividends. The calculation of Underlying Profit and Underlying EBITDA requires a number of estimates

to be approved by the Directors in their preparation. Both the methodology and the estimates may differ among

companies in the retirement village sector. Underlying Profit and Underlying EBITDA do not represent cash flow

generated during the period.

The Group calculates Underlying Profit and Underlying EBITDA by making the following adjustments to reported

Net Profit after Tax:

Net Profit after Tax

RemoveChange in fair value of investment property, right of use investment property assets and cash flow

hedges and impairment / reversal of impairment of property, plant and equipment and right of use

property, plant and equipment

Add backImpairment of goodwill

Add backRental expenditure in relation to right of use investment property assets

Add back /

remove

Loss / gain on sale, decommissioning or purchase of assets and business assets

Add backDepreciation (care suites)

Add backDirectors’ estimate of realised gains on the resale of units and care suites sold under an ORA

Add backDirectors’ estimate of realised development margin on the first sale of new ORA units or care suites

following the development of an ORA unit or care suite, conversion of an existing care bed to a care

suite or conversion of a rental unit to an ORA unit

Add backDeferred taxation component of taxation expense so that only the current tax expense is reflected

=Underlying Profit

RemoveInterest income

Add backFinance costs (including lease interest under NZ IFRS 16 Leases but excluding hedge ineffectiveness)

Add backDepreciation and amortisation (including right of use and property, plant and equipment)

=Underlying EBITDA

Resale Gain – Underlying Profit

The Directors’ estimate of realised gains on resales of ORA units and care suites (i.e. the difference between the incoming

resident’s ORA licence payment and the ORA licence payment previously received from the outgoing resident) is calculated

as the net cash flow received, and receivable at the point that the ORA contract becomes unconditional and has either

‘cooled off’ (the contractual period in which the resident can cancel the contract) or where the resident is in occupation

at balance date.

Better experiencesOCEANIA

50

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

Development Margin – Underlying Profit
The Directors’ estimate of realised development margin is calculated as the ORA licence payment received, and receivable,

in relation to the first sale of new ORA units and care suites, at the point that the ORA contract becomes unconditional

and has either ‘cooled off’ or where the resident is in occupation at balance date, less the development costs associated

with developing the ORA units and care suites. Where the development has been acquired in a business combination the

development costs are equal to the purchase price.

The Directors’ estimate of realised development margin for conversions is calculated based on the difference between the

ORA licence payment received, and receivable, in relation to sales of newly converted ORA units and care suites, at the

point that the ORA contract becomes unconditional and has either ‘cooled off’ or where the resident is in occupation at

balance date, and the associated conversion costs.

The table below describes the composition of development and conversion costs.

IncludedNew builds:

– the construction costs directly attributable to the relevant project, including any required

infrastructure (e.g. roads) and amenities related to the units (e.g. landscaping) as well as any

demolition and site preparation costs associated with the project. The costs are apportioned

between the ORA units and care suites, in aggregate, using estimates provided by the project

quantity surveyor. The construction costs for the individual ORA units or care suites sold are

determined on a prorated basis using gross floor areas of the ORA units and care suites;

– an apportionment of land value based on the gross floor area of the ORA units and care suites

developed. The value for Brownfield

1

development land is the estimated fair value of land at

the time a change of use occurred

2

(from operating as a care centre or retirement village to a

development site), as assessed by an external independent valuer. Greenfield

3

development

land is valued at historical cost; and

– capitalised interest costs to the date of project completion apportioned using the gross floor

area of ORA units and care suites developed.

Conversions:

– of care beds to care suites – the actual refurbishment costs incurred; and

– of rental units to ORA units – the actual refurbishment costs incurred and the fair value

of the rental unit prior to conversion.

Excluded– construction, land (apportioned on a gross floor area basis) and interest costs associated

with common areas and amenities or any operational or administrative areas.

1 Brownfield land refers to land previously utilised by, or part of, an operational aged care centre or retirement village.

2 The timing of a change of use is a Directors’ estimate. It is based on a range of factors including evidence of steps taken to secure a resource consent

and/or building consent for a particular development or stage of a development and the decommissioning of existing operations (either through the

buy-back of existing village ORA units or decommissioning of an existing care centre). Note the cost of buybacks is not included in the development cost

as an independent fair value of the land on an unencumbered basis is used as the value ascribed to the development land.

3 Greenfield land refers to land not previously utilised by, or as part of, an operational aged care centre or retirement village. Greenfield land is typically

bare (undeveloped) land at the time of purchase.

come from within.

51

FINANCIAL STATEMENTS

2.1 Operating Segments (continued)
12 months ended 31 March 2022

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Total comprehensive income for the period

attributable to shareholders of the parent

46,20689,151(20,924)114,433

Adjusted for Proforma items

Add: Repayment of Wage Subsidy

1

1,768 - - 1,768

Adjusted for Underlying Profit items

Less: Change in fair value of investment property,

right of use assets and cash flow hedges and

impairment of property, plant and equipment

(41,84 8) (63,359)(6,716)(111,923)

Add: Impairment of goodwill412- - 412

Add: Rental expenditure in relation to right of use asset - 2,497 - 2,497

Add: Depreciation (care suites) 8,403 - - 8,403

Add: Loss / gain on sale, decommissioning or

purchase of assets and business assets

(8)(10,422)98(10,332)

Add: Realised resale gain - 23,492 - 23,492

Add: Realised development margin - 32,850 - 32,850

Underlying net profit before tax14,93374,209(27,542)61,600

Less: Deferred tax benefit (1,156)4,380(8,103)(4,879)

Underlying net profit after tax13,77778,589 (35,645)56,721

Less: Interest income - (7) (70) (77)

Add: Finance costs (excluding hedge ineffectiveness) - - 9,380 9,380

Add: Depreciation (buildings) 2,496 3 585 3,084

Add: Depreciation and amortisation

(chattels, leasehold improvements and software)

5,780 - 1,353 7, 1 3 3

Underlying EBITDA22,05378,585 (24,397)76,241

1 On 21 April 2020 the Group claimed, and received payment of, a COVID-19 wage subsidy totalling $1.8m. This amount has subsequently been repaid in

full on 18 May 2021 and as a result has been excluded from the table above. This proforma adjustment increases underlying EBITDA and underlying NPAT

in relation to the 12 month period to 31 March 2022 by $1.8m and reduces the underlying EBITDA and underlying NPAT position in relation to the 12 month

period to 31 March 2021 by $1.8m. The statutory comparative period being the 10 months to 31 March 2021 is not impacted by this proforma adjustment.

Better experiencesOCEANIA

52

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

10 months ended 31 March 2021
$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Total comprehensive income for the period

attributable to shareholders of the parent

97,613 92,170 (21,850)1 6 7, 9 3 3

Adjusted for Underlying Profit items

Less: Change in fair value of investment property,

right of use assets and cash flow hedges and

impairment of property, plant and equipment

(82,811) (82,367) (3,609) (168,787)

Add: Impairment of goodwill 1,220 - - 1,220

Add: Rental expenditure in relation to right of use asset - 4,115 - 4,115

Add: Depreciation (care suites)6,173--6,173

Add: Loss / gain on sale, decommissioning or

purchase of assets and business assets

--(84)(84)

Add: Realised resale gain - 17,913 - 17,913

Add: Realised development margin - 23,815 - 23,815

Underlying net profit before tax 22,195 55,646 (25,543)52,298

Less: Deferred tax benefit (10,112) (594) 310 (10,396)

Underlying net profit after tax 12,083 55,052 (25,233)41,902

Less: Interest income - (4) (20) (24)

Add: Finance costs (excluding hedge ineffectiveness) - - 6,795 6,795

Add: Depreciation (buildings) 2,237 - 206 2,443

Add: Depreciation and amortisation

(chattels, leasehold improvements and software)

4,164 - 7554,919

Underlying EBITDA 18,484 55,048 ( 1 7, 4 97 )56,035

1

1

1

1

1

1

1

1

1

1

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service

arrangements. Refer to note 1.2.

come from within.

53

FINANCIAL STATEMENTS

2.2 Revenue
How We Earn Revenue

CareVillageOther

Daily care fees for long term and

short term rest home, hospital and

dementia residents

Deferred management fees –

independent living

Training income

Premium accommodation chargesVillage service fees – independent livingInterest income

Deferred management fees –

care suites

Rental income – residents without a

long term occupation right agreement

Accounting Policy

Revenue is recognised in accordance with NZ IFRS 15 Revenue from Contracts with Customers (‘NZ IFRS 15’). Deferred

management fees and rental income are considered leases under NZ IFRS 16 Leases (‘NZ IFRS 16’), and are therefore

excluded from the scope of NZ IFRS 15. None of the Group’s revenue, as defined by NZ IFRS 15, contains significant

financing components.

Rest Home and Hospital Service Fees

A contract is in place with all care residents by means of an admission agreement. The resident receives the benefit as the

care is administered and each resident incurs a contracted daily care fee set by the Government each year. Rest home and

hospital service fees are recognised at the point in time the services are rendered which is specifically linked to the day the

service is delivered. Where applicable these are recognised net of any associated rebates to residents.

Aged care subsidies received from the Ministry of Health, included in rest home, hospital and dementia fee revenue within

the care segment, for the year to March 2022 amounted to $99.7m (10 months to March 2021: $82.8m).

Premium Accommodation Charges

Premium accommodation charges are payable by residents who occupy a premium room above the level specified

by the Government. The charge is included in their admission agreement and the charge is recognised when the

accommodation is provided.

Deferred Management Fees

Deferred management fees are considered leases and are payable by residents of the Group's units, apartments and care

suites under the terms of their ORA or unit title rights. Refer to note 3.3.

Management fees are typically payable on termination of the ORA up to a maximum percentage of a resident's occupation

licence or unit title rights deposit for the right to share in the use and enjoyment of common facilities.

The timing of the recognition of deferred management fees is a critical accounting estimate and judgement. The deferred

management fee is recognised on a straight line basis over the longer of the term specified in a resident's ORA or the

average expected occupancy. The expected periods of occupancy are based on historical Group averages, for the relevant

accommodation they are estimated to be 7 years for units, 5 years for apartments and 3 years for care suites from the

date of occupation. Estimates of deferred management fee tenure are reviewed periodically. Where a change is made, it

is the Group’s policy to recognise the aggregate impact of this change in the period in which the change in estimate occurs.

Deferred management fees are recognised with respect to the leased retirement village site as per note 3.4.

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54

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

Village Service Fees
Village service fees are charged to residents to recover a portion of village operating costs associated with services

provided including staff wages, rates, and electricity. An ORA is in place with all village residents who receive the benefit

of services throughout their stay. Village service fees are recognised over time as services are rendered.

Training Income

Training income is received from students attending short term training courses at the Wesley Institute of Nursing

Education. Income is recognised when the course is provided.

Rental Income

Rental agreements are in place with all rental residents and set out the relevant weekly / monthly rental fee.

The resident receives the benefit throughout their stay and revenue is recognised as it is earned.

$NZ000’s

March 2022

12 months

March 2021

10 months

Rest home, hospital, dementia fees 1 6 7, 8 0 4132,780

Premium accommodation charge4,8203,606

Deferred management fees – independent living 30,751 20,234

Deferred management fees – care suites 14,107 9,479

Deferred management fees – leased site 2,360 1,869

Village service fees 7, 6 0 5 5,208

Training income 2,094 663

Rental income 877 914

Other services provided to residents 722 664

231,140 175,417

2.3 Other Income

Interest Income

Interest income is recognised on an accruals basis using the effective interest method.

Other Income

Other income includes administration and legal income derived from the settlement of ORAs.

$NZ000’s

March 2022

12 months

March 2021

10 months

Interest income 77 24

Change in fair value of ineffective cash flow hedges 58 -

Other income 3,373 2,045

3,508 2,069

come from within.

55

FINANCIAL STATEMENTS

2.4 Expenses
Accounting Policy

All operating expenses are recognised on an accrual basis.

$NZ000’s Notes

March 2022

12 months

March 2021

10 months

Profit before income tax includes the following expenses:

Employee benefits and other staff costs

Wages and salaries

151,693113,183

Termination benefits686281

Employee share scheme expense4.3414255

Other staff costs

1

3,6532,009

156,446115,728

Depreciation and amortisation

Depreciation of buildings

3.2 2,210 1,948

Depreciation of care suites3.2 8,403 6,173

Depreciation of right of use assets (buildings)3.4 874 494

Depreciation of chattels 3.2 4,827 3,136

Depreciation of right of use assets (chattels)3.4 1,867 1,609

Amortisation of software 5.2 439 174

18,620 13,534

Finance costs

Interest on senior debt facilities

3,427 3,468

Interest on Retail Bond 4,681 1,291

Agency, commitment and line fees 2,990 2,782

Interest rate swaps 2,236 2,302

Capitalised interest and line fees (5,114)(4, 261)

Amortisation of bank fees 626 455

Bank interest - 1

Interest on right of use assets 534 757

9,380 6,795

Impairment / (reversal of impairment) of property, plant and equipment 3.2 4,741 (4,267)

Impairment of right of use investment property115-

Rental expenditure in relation to right of use investment property3.4 2,497 4,115

Impairment of goodwill5.2 412 1,220

1 Other staff costs include costs such as staff training, uniforms and recruitment.

2 Includes an adjustment for the impact in change in accounting policy in regards to the accounting for Software-as-a-Service arrangements.

Refer to note 1.2.

3 Includes the repayment of a Covid Subsidy.

32

1

1

2

2

2

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56

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

$NZ000’s Notes
March 2022

12 months

March 2021

10 months

Other expenses

Fees paid to Auditor

Audit and review of consolidated financial statements

540 396

Other assurance services – Trustee reporting 7 6

Other services – Proxy voting (Annual Shareholders Meeting) 7 -

Task Force on Climate-Related Financial Disclosures (TCFD) gap analysis

and materiality matrix

62 -

Total fees paid to auditor 616 402

Repairs and maintenance of property, plant and equipment including

leasehold care centres

3,049 2,410

Repairs and maintenance of investment property including leasehold

investment property

1,567 1,301

Loss / (gain) on disposal of property, plant and equipment 27 (84)

Donations 33 3

Loss allowance for trade and other receivables5.3 28 18

Resident consumables 1 7, 4 6 0 14,340

Increase in Residents’ share of resale gains 825 2,026

Insurance 4,332 2,928

Legal and professional services 3,676 2,867

Other expenses (no items of individual significance) 28,40721,134

60,0204 7, 3 4 5

Total Expenses252,231184,470

1 Includes an adjustment for the impact in change in accounting policy in regards to the accounting for Software-as-a-Service arrangements.

Refer to note 1.2.

1

1

1

come from within.

57

FINANCIAL STATEMENTS

3. Property Assets
The Group operates care centres and retirement villages. As outlined in section 2.1, village sites are typically investment

property and care sites are typically property, plant and equipment.

What is Investment Property?

Land and buildings are classified as investment property when they are held to generate revenue either through

capital appreciation or through rental income.

As residents occupying our retirement villages live independently, the level of services provided is seen as secondary

to the provision of accommodation. Accordingly, these buildings are classified as investment property as they are

held primarily to generate DMF income.

What is Property, Plant and Equipment?

Land, buildings and chattels are classified as property, plant and equipment when they are used to generate revenue

through the provision of goods and services or for administration purposes.

As residents occupying our care centres, including care suites, require services including nursing care, meals and

laundry the buildings in which they live are considered to be operated by the Group to generate this revenue and

are classified as property, plant and equipment.

What is a Care Suite?

Care suites are a premium offering for a resident requiring rest home or hospital level care. The care suite is located

within a care centre. Rather than pay a daily premium accommodation charge for the provision of the premium room

the residents enter into an ORA with a net management fee.

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58

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

Classification of Serviced Apartments and Care Suites
Where services are provided to residents who occupy accommodation under an ORA, it is the Group’s policy to assess their

level of significance in the context of the overall income derived from the serviced apartment or care suite in ascertaining

whether the serviced apartment or care suite is freehold land and buildings (referred to as property, plant and equipment)

or investment property.

The Group applies the following principles when ascertaining the appropriate accounting treatment to be applied:

1 ARRC refers to age-related residential care.

CLASSIFICATION

CONSIDERATION OF SIGNIFICANCE OF CASH FLOWS

SCENARIO

Additional services

are optional

Services are

compulsory but an

insignificant portion

of total revenue

from the unit

Services are

compulsory and a

significant portion

of the total revenue

from the unit

Full ARRC

1

funded

care is compulsory

for that unit/bed

Independent living

(villa or apartment)

Care suiteServiced apartmentTraditional care bed

Qualitatively the

business model is the

provision of retirement

accommodation

Quantitatively

insignificant

(a guideline of under

20% of total revenue

is adopted) and

qualitatively the

business model is the

provision of retirement

accommodation

Quantitatively

significant.

Qualitatively the

business model is the

provision of care

Qualitatively the

business model is

the provision of care.

Quantitative

assessment not

relevant as price of

accommodation does

not change overall

purpose of the

accommodation

Investment Property

Village Assets

Property, Plant and Equipment

Care Assets

come from within.

59

FINANCIAL STATEMENTS

3.1 Village Assets: Investment Property
Accounting Policy

Investment property includes both freehold land and buildings and land and buildings under development, comprising

independent units, serviced apartments and common facilities, provided for use by residents under the terms of an ORA.

Investment property is held for long-term yields and is not occupied by the Group. Investment property is held at fair value.

The fair value of investment property is determined by the Directors having taken into consideration the valuation

conducted by CBRE Limited as an independent registered valuer and the cost of work undertaken in relation to investment

property under development.

The movement in the carrying value of investment property, net of additions, transfers and disposals is recognised as a fair

value movement in the Consolidated Statement of Comprehensive Income.

Fair value measurement on investment property under development is only applied if the fair value is considered to be

reliably measurable. Where the fair value of a property under development can be determined, it is carried at fair value.

Where the fair value of investment property under development cannot be reliably determined, the carrying amount is

considered to be the fair value of the land plus the cost of work undertaken.

$NZ000’s NotesMarch 2022March 2021

Investment property under development at fair value

Opening balance

143,720145,020

Transfer from property, plant and equipment3,750-

Capitalised expenditure (including land acquisitions)99,48163,881

Capitalised interest and line fees2,5853,028

Transfer to completed investment property(89,626) (99,512)

Transfer to property, plant and equipment(65)-

Change in fair value during the period – developments as at balance date 13,643 7, 8 2 6

Change in fair value during the period – developments completed during the period411 23,477

Closing balance173,899 143,720

Completed investment property at fair value

Opening balance

956,083802,060

Acquisition

1

46,437-

Transfer from investment property under development89,626 99,512

Transfer to property, plant and equipment3.2- (1,329)

Capitalised expenditure61,794 7, 0 5 0

Capitalised interest and line fees1,292 124

Disposals- -

Change in fair value during the period – existing villages22,511 34,888

Change in fair value during the period – recently completed developments

2

26,910 13,778

Closing balance1,204,653 956,083

Total investment property1,378,5521,099,803

1 Relates to resident liabilities acquired on acquisition of Waterford on Hobsonville Point, the value of the underlying property is included within

capitalised expenditure. Refer to note 1.3 for details.

2 Recently completed developments refers to those developments which were being sold down during the period.

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ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

Change in Fair Value Recognised in the Consolidated Statement of Comprehensive Income
$NZ000’s

March 2022

12 months

March 2021

10 months

Increase in fair value of investment property278,749 152,003

Add: Transfers to property, plant and equipment and to right of use assets

during the period

(3,685) 1,329

Less: Capitalised expenditure including capitalised interest(165,152) (74,0 8 3)

Less: Resident obligations on acquisition(46,437)-

Add: Disposals- 720

Change in fair value recognised in

Consolidated Statement of Comprehensive Income

63,47579,969

Included in the above change in fair value is an amount of $9.8m (increase) in respect to fair value moments since acquisition

date of the Waterford site. The movement in fair value has arisen predominantly on first sell down of vacant apartments.

A reconciliation between the valuation and the amount recognised on the Consolidated Balance Sheet as investment

property is as follows:

$NZ000’s March 2022March 2021

Investment property under development

Valuation

173,899143,720

173,899143,720

Completed Investment Property

Valuation

592,982 474,215

Add: Refundable occupation licence payments 732,714 573,766

Add: Residents’ share of resale gains 6,780 7,205

Less: Management fee receivable (113,066) (84,433)

Less: Resident obligations for units not included in valuation (14,757) (14,670)

1,204,653 956,083

Total investment property at fair value1,378,5521,099,803

Where an incoming resident has an unconditional ORA in respect of a retirement village unit and the corresponding

outgoing resident for that same accommodation has not yet been refunded, the CBRE Limited valuation is adjusted for the

incoming resident balances only. In certain circumstances accommodation under an ORA is valued as development land.

In these situations the CBRE Limited valuation is not adjusted for the refundable amounts and consequently no offsetting

‘gross up’ is required. An adjustment of $14.8m (31 March 2021: $14.7m) is included in the above reconciliation to reflect this.

The valuation of investment property is adjusted for cash flows relating to refundable occupation licence payments,

residents' share of resale gains and management fee receivable recognised separately on the Consolidated Balance Sheet

and also reflected in the valuation model.

Why do we adjust for the liability to residents?

In the CBRE Limited valuation the fair value of investment property includes an allowance for the amount that is

payable by the Group to residents already in occupation within the property. However, this liability to existing residents

is recognised in the Group’s Consolidated Balance Sheet (referred to as refundable occupation right agreements –

refer to note 3.3). Accordingly, the Group adds this net liability to residents to the CBRE Limited valuation to ‘gross up’

the fair value of investment property and avoid double counting the liability to residents.

come from within.

61

FINANCIAL STATEMENTS

3.1 Village Assets: Investment Property (continued)
Valuation Process and Key Inputs

Investment Property under Development

CBRE Limited provided valuations of development land in respect of investment property under development as at

31 March 2022.

The fair value of investment property is determined by the Directors having taken into consideration the valuation

conducted by CBRE Limited as an independent registered valuer and the cost of work undertaken in relation to investment

property under development.

The Group has applied the following methodology in relation to the measurement of investment property

under development:

Practical completion not achieved

Where the development still requires substantial work such that practical completion is not going to be achieved, and a

reliable estimate of fair value cannot be made, at or close to balance date, the fair value recognised is the fair value of the

development land per the Directors’ valuation plus the cost of any work in progress. An amount of $51.1m as at 31 March

2022 (31 March 2021: $51.6m) has been recognised in relation to these development sites.

Where an individual development is of both investment property and freehold buildings in nature, the fair value of land

and work in progress is apportioned between investment property under development and freehold land and buildings

under development, by applying the estimated gross floor area for these respective areas of the development based on

information obtained from the project quantity surveyors at the planning and design stages.

Practical completion achieved

Where a development is practically completed, or likely to be completed at, or close to, balance date the investment

property is measured at its completed fair value per the Directors’ valuation with an adjustment made for any estimated

costs, in accordance with the project budget, to be incurred to complete the development, and is then transferred to

completed investment property.

Completed Investment Property

As required by NZ IAS 40 Investment Property, the valuation of investment property is adjusted for cash flows relating to

refundable occupation licence payments, residents’ share of resale gains and management fees receivable recognised

separately on the Consolidated Balance Sheet and also reflected in the valuation model.

The Group's interest in all completed investment property was valued on 31 March 2022 by CBRE Limited at a total of

$592.9m (31 March 2021: $472.2m).

Investment Property Held for Sale

Investment property assets are classified as held for sale when their carrying amount is to be recovered principally through

a sale transaction and a sale is considered highly probable. They are stated at their fair value.

Property Specific Assumptions

Seismic Assessments

The CBRE Limited valuation, and accordingly the fair value of investment property, incorporates an allowance in relation

to remediation to properties where seismic strength testing has been carried out in prior years.

Key Accounting Estimates and Judgements

All investment properties have been determined to be Level 3 (2021: Level 3) in the fair value hierarchy as the fair value is

determined using inputs that are unobservable.

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62

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

Significant Unobservable Inputs
The significant unobservable input used in the fair value measurement of the Group's development land is the value per m

2


assumption. Increases in the value per m

2

rate result in the corresponding increases in the total valuation.

The significant unobservable inputs used in the fair value measurement of the Group's portfolio of completed investment

property are the discount rate and property price growth rate. There are no interdependencies or interplays between

unobservable inputs.

The following assumptions have been used to determine fair value:

Significant InputDescription20222021

Discount rateThe pre-tax discount rate14.0% - 20.0%

(median: 15.0%)

14.0% - 20.0%

(median: 15.0%)

Property price

growth rate

Anticipated annual property price growth

over the cash flow period 0-4 years

0.5% - 3.0%0.5% - 3.5%

Property price

growth rate

Anticipated annual property price growth

over the cash flow period 5+ years

2.5% - 3.5%2.5% - 3.5%

Sensitivities

At 31 March 2022

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed investment

property

Valuation $NZ000’s592,982

Difference $NZ000’s(19, 6 5 6)20,28132,693(30,888)

Difference %(3 . 3 %)3.4%5.5%(5.2 %)

At 31 March 2021

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed investment

property

Valuation $NZ000’s474,215

Difference $NZ000’s(1 7, 2 8 8)18,44218,025(31,516)

Difference %(3 . 6 %)3.9 %3.8%(6 . 6 %)

The stabilised occupancy period is a key driver of the CBRE Limited valuation. A significant increase / (decrease) in the

occupancy period would result in a significantly lower/ (higher) fair value measurement.

Significant Input20222021

Stabilised occupancy period2.7 yrs - 8.8 yrs

(median: 7.1 yrs)

2.8yrs - 8.5yrs

(median: 7.0yrs)

Current ingoing price, for subsequent resales of ORAs, is a key driver of the CBRE Limited valuation. A significant increase

/ (decrease) in the ingoing price (as driven by the property growth rates) would result in a significantly higher / (lower) fair

value measurement.

come from within.

63

FINANCIAL STATEMENTS

3.2 Care Assets: Property, Plant and Equipment
Accounting Policy

Property, plant and equipment comprises owner-occupied freehold land and buildings and plant and equipment operated

by the Group for the provision of care services, care suites and land and buildings that are to be developed into care

centres in the future.

Following initial recognition at cost, completed owner occupied freehold land and buildings and land and buildings under

development are carried at fair value. Independent valuations are performed with sufficient regularity to ensure that the

carrying amount does not differ materially from the assets’ fair value at balance date. Any depreciation at the date of

valuation is deducted from the gross carrying value of the asset, and the net amount is restated to the revalued amount of

the asset. In periods where no valuation is carried out, the asset is carried at its revalued amount plus any additions, less

any impairment and less any depreciation incurred since the date of the last valuation.

All other plant and equipment is stated at historical cost less depreciation and impairment. Historical cost includes

expenditure that is directly attributable to the acquisition of the items.

In relation to land and buildings under development, fair value is determined by the Directors having taken into

consideration the valuation conducted by CBRE Limited as an independent registered valuer and the cost of work

undertaken, whereas previously the fair value was held at the CBRE Limited valuation plus the cost of work undertaken

in relation to land and buildings under development.

A property under construction is classified as land and buildings within property, plant and equipment where the

completed development will be classified as such and as investment property where the completed development will be

classified as an investment property. Fair value measurement on property under construction is only applied if the fair

value is reliably measurable. Where the fair value of property under construction cannot be reliably determined the value

is the fair value of the land plus the cost of work undertaken. Property under construction classified as land and buildings

under development is revalued annually and is not depreciated.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when

it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can

be measured reliably. All other repairs and maintenance are expensed to the Consolidated Statement of Comprehensive

Income during the financial period in which they are incurred.

Increases in the carrying amount arising on revaluation of land and buildings above cost are credited to the asset

revaluation reserve in other comprehensive income; increases that offset previous decreases taken through profit or loss

are recognised in profit or loss. Decreases that offset previous increases of the same asset are charged against the asset

revaluation reserve in other comprehensive income; all other decreases are charged to profit or loss. When revalued assets

are sold, or held for sale, the amounts included in the reserve are transferred to retained earnings.

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their cost,

net of their residual values, over their estimated useful lives, as follows:

CategoryUseful Life Range

Weighted Average

Depreciation Rate

– Freehold buildings10 - 50 years2.4% (31 March 2021: 2.75%)

– Chattels and leasehold improvements2 - 50 years20%

– Motor vehicles5 years22%

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ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
No depreciation is charged in the year of sale for all assets other than buildings in which case depreciation is charged

to the earlier of the date of classification to held for sale or the date of sale.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater

than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the net disposal proceeds with the carrying amount of the

asset. These are included in the Consolidated Statement of Comprehensive Income.

$NZ000’sNotes

Freehold Land

and Buildings

Under

Development

Freehold

Land

Freehold

Buildings

Chattels and

Leasehold

ImprovementsTotal

Year ended 31 March 2022

Opening net book amount

54,767 92,800 4 3 7,07 9 19,627 604,273

Additions

45,071 1,259 4,919 5,300 56,549

Capitalised interest and line fees

1,067 - 170 - 1,237

Disposals

- - - (115) (115)

Depreciation

- - (10,613) (4,827) (15,440)

Transfer from investment property

3.1

65 (3,750) - - (3,685)

Reclassification within property, plant

and equipment

320 - (320) - -

Revaluation surplus

Comprehensive income

– Existing care centres

- 152 (4,963) - (4,811)

– Care centres recently developed /

under development

- - 70 - 70

Other comprehensive income

1

– Existing care centres

- 22,570 8,024 - 30,594

– Care centres recently developed /

under development

3,860 - 14,060 - 1 7, 9 2 0

Closing net book amount

105,150 113,031 448,426 19,985 686,592

At 31 March 2022

Cost

- - - 56,981 56,981

Valuation

105,150 113,031 448,426 - 666,607

Accumulated depreciation

- - - (36,996) (36,996)

Net book amount

105,150 113,031 448,426 19,985 686,592

1 The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.

come from within.

65

FINANCIAL STATEMENTS

3.2 Care Assets: Property, Plant and Equipment (continued)
$NZ000’sNotes

Freehold Land

and Buildings

Under

Development

Freehold

Land

Freehold

Buildings

Chattels and

Leasehold

ImprovementsTotal

Period ended 31 March 2021

Opening net book amount

54,2067 7, 4 9 6339,91618,372489,990

Additions

18,664 - 8,189 4,391 31,224

Capitalised interest and line fees

837 - 271 - 1,108

Disposals

- - - - -

Depreciation

- - (8,121) (3,136) (11,257)

Transfer from investment property

3.1

- - 1,329 - 1,329

Reclassification within property, plant

and equipment

(32,998) (2,105) 35,103 - -

Revaluation surplus

Comprehensive income

– Existing care centres

1,610 1,076 1,543 - 4,229

– Care centres recently developed /

under development

- - 75 - 75

Other comprehensive income

1

– Existing care centres

2,007 16,333 31,757 - 50,097

– Care centres recently developed /

under development

10,441 - 2 7, 0 1 7 - 3 7, 4 5 8

Closing net book amount

54,767 92,800 4 3 7,07 9 19,627 604,273

At 31 March 2021

Cost

- - - 51,79651,796

Valuation

54,767 92,800 4 3 7, 0 7 9 - 584,646

Accumulated depreciation

- - - (32,169)(32,169)

Net book amount

54,767 92,800 4 3 7,07 9 19,627604,273

Land and Buildings Under Development

A valuation in respect of development land was provided by CBRE Limited as at 31 March 2022.

Any costs incurred to 31 March 2022 on the developments are included in arriving at the fair value as at 31 March 2022.

The Group has applied the following methodology in relation to the measurement of land and buildings under development:

Practical completion not achieved

Where the development still requires substantial work such that practical completion is not going to be achieved, and a

reliable estimate of fair value cannot be made, at or close to balance date, the fair value recognised is the fair value of the

development land per the Directors’ valuation plus the cost of any work in progress. An amount of $59.1m as at 31 March

2022 (31 March 2021: $16.2m) has been recognised in relation to these development sites.

Where an individual development is of both investment property and freehold buildings in nature, the fair value of land

and work in progress is apportioned between investment property under development and freehold land and buildings

under development, by applying the estimated gross floor area for these respective areas of the development based on

information obtained from the project quantity surveyors at the planning and design stages.

1 The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.

1

11

11

11

11

11

1

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ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

Practical completion achieved
Where a development is practically completed, or likely to be completed at, or close to, balance date the land and

buildings are measured at its completed fair value per the Directors’ valuation with an adjustment made for any estimated

costs, in accordance with the project budget, to be incurred to complete the development, and is then transferred to

completed land and buildings.

Completed Land and Buildings

A valuation in respect of completed land and buildings was provided by CBRE Limited as at 31 March 2022.

The valuation of the Group’s care centres was apportioned to land, buildings, chattels and goodwill. The fair value of

land and buildings as calculated by CBRE Limited is based on the level of rent able to be generated from the maintainable

net cash flow of the site subject to average efficient management. The fair value of the Group’s land and buildings

as determined by the Directors is based on these apportionments. However, chattels are carried at historic cost less

depreciation and the amount apportioned to goodwill by CBRE Limited is not recorded in the consolidated financial

statements. The CBRE Limited valuation included $12.4m of goodwill (31 March 2021: $10.4m) in respect of completed

land and buildings.

Care Suites and Serviced Apartments

As discussed earlier in note 3, where services are provided to residents who occupy accommodation under an ORA,

it is the Group’s policy to look at the significance of these services in the context of the overall revenue derived from the

care suite or serviced apartment in ascertaining whether the care suite or serviced apartment is property, plant and

equipment or investment property. Care suite residents occupying accommodation under an ORA receive a significant level

of services. Hence, they are included in property, plant and equipment. Care suite land and buildings are held at fair value.

Key Accounting Estimates and Judgements

All land and buildings have been determined to be Level 3 (31 March 2021: Level 3) in the fair value hierarchy as the fair

value is determined using inputs that are unobservable.

Critical Judgements and Estimates in Applying Accounting Policies

Classification of Care Suites

An area of significant judgement is determining the classification of those properties which are operated as care suites.

Refer note 3 for further information.

Valuation of Freehold Land and Buildings

The valuation approach for the freehold land and buildings as at 31 March 2022 was an income capitalisation approach

and/or discounted cash flow analysis supplemented by the direct comparison approach. The valuation is determined by

the capitalisation of net cash flow profit/earnings before interest, tax, depreciation, amortisation and rent (‘EBITDAR’) under

the assumption a positive cash flow will be generated into perpetuity. Capitalisation rates used for the 31 March 2022

valuation range from 11.5% to 16.5% with a median value of 13.0% (31 March 2021: 10.9% to 18.5% with a median value

of 13.6%). The valuation was apportioned between land, buildings, chattels / plant and equipment and goodwill to

determine the fair value of the assets.

The significant unobservable input used in the fair value measurement of the Group's development land is the value

per m

2

assumption. Increases in the value per m

2

rate result in corresponding increases in the total valuation.

The significant unobservable input used in the fair value measurement of the Group's portfolio of completed land

and buildings is the capitalisation rate applied to earnings. A significant decrease / (increase) in the capitalisation

rate would result in significantly higher / (lower) fair value measurement.

come from within.

67

FINANCIAL STATEMENTS

3.2 Care Assets: Property, Plant and Equipment (continued)
Sensitivities

At 31 March 2022Adopted ValueCapitalisation Rate +50 bpCapitalisation Rate -50 bp

Freehold land and buildings

Valuation $NZ000’s

561,457

Difference $NZ000’s

(34,642)38,684

Difference %

(6.2%)6.9%

At 31 March 2021Adopted ValueCapitalisation Rate +50 bpCapitalisation Rate -50 bp

Freehold land and buildings

Valuation $NZ000’s

529,879

Difference $NZ000’s

(32,694)36,509

Difference %

(6.2%)6.9%

At 31 March 2022

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed care suite property

Valuation $NZ000’s

188,380

Difference $NZ000’s

(6,244)6,44310,386(9,813)

Difference %

(3.3%)3.4%5.5%(5.2%)

At 31 March 2021

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed care suite property

Valuation $NZ000’s

170,367

Difference $NZ000’s

(6,211)6,6256,476(11,323)

Difference %

(3.6%)3.9%3.8%(6.6%)

Assets Held for Sale

Assets are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction

and a sale is considered highly probable. They are measured at the lower of carrying amount and fair value less costs to

sell, except for investment property assets held for sale which are carried at fair value.

Carrying Value of Assets

The carrying amount at which both land and buildings would have been carried had the assets been measured under

historical cost is as follows:

$NZ000’s

Freehold

Land

Freehold

Buildings

Freehold Land and

Buildings Under

DevelopmentTotal

Carrying amount

– Historical cost 2022

31,1612 7 7,0 2 635,138343,325

Carrying amount

– Historical cost 2021

32,008245,8723,052280,932

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ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

3.3 Refundable Occupation Right Agreements
What is an ORA?

An ORA is a contract which sets out the terms and conditions of occupation of an independent living unit or care suite.

A new resident is charged a refundable occupation licence payment in consideration for the right to occupy one of the

Group's units, apartments or care suites. On termination of the ORA the occupation licence payment is repaid to the

exiting resident.

What is DMF?

An amount equal to a capped percentage of the occupation licence payment is charged by the Group as a

management fee for the right of use and enjoy the common areas of the village. The deferred management fee is

payable by the resident on termination of the ORA.

Accounting Policy

The occupation licence payment becomes payable when the ORA is unconditional and has either ‘cooled off’ or where

the resident is in occupation. The Group has a legal right to set-off any amounts owing to the Group by a resident against

that resident's licence payment. Such amounts include deferred management fees, recovery of village operating costs and

recovery of outstanding obligations to the village.

The management fee receivable is recognised in accordance with the terms of the resident’s ORA.

The deferred management fee represents the difference between the management fees receivable under the ORA and the

portion of the management fee accrued which is recognised on a straight-line basis over the longer of the term specified

in a resident's ORA or the average expected occupancy for the relevant accommodation i.e. 7 years for units, 5 years for

apartments and 3 years for care suites (2021: 7yrs, 5yrs, 3yrs).

The management fee recognised in the Consolidated Statement of Comprehensive Income represents income earned in

line with the average expected occupancy.

Included in the obligation to residents is an estimate of the amount expected to be paid to those residents whose ORA or

unit title arrangement allows them to participate in the resale gain of the unit or apartment they occupy.

As the refundable occupation licence payment is repayable to the resident upon termination (subject to a new ORA being

issued to an incoming resident), the fair value is equal to the amortised cost, being the amount that can be demanded.

come from within.

69

FINANCIAL STATEMENTS

3.3 Refundable Occupation Right Agreements (continued)
$NZ000’s March 2022March 2021

Village

Refundable occupation licence payments

732,714573,766

Residents’ share of resale gains6,7807,205

Less: Management fee receivable (per contract)(149,636)( 1 1 7, 3 0 0)

589,858463,671

Leasehold Village

Refundable occupation licence payments

38,6503 7, 1 3 0

Less: Management fee receivable (per contract)(9,019)(6,647)

29,63130,483

Care Suites

Refundable occupation licence payments

186,987152,273

Accommodation rebate144375

Less: Management fee receivable (per contract)(30,855)(28,369)

156,276124,279

Total refundable occupation right agreements 775,765618,433

Reconciliation of Management Fees recognised under NZ IFRS and per ORA

$NZ000’s March 2022March 2021

Village

Management fee receivable (per contract)

(149,636)( 1 1 7, 3 0 0)

Deferred management fee

36,57032,867

Management fee receivable (per NZ IFRS)

(113,066)(84,433)

Leasehold Villages

Management fee receivable (per contract)

(9,019)(6,647)

Deferred management fee

3,1652,590

Management fee receivable (per NZ IFRS)

(5,854)(4,057)

Care Suites

Management fee receivable (per contract)

(30,855)(28,369)

Deferred management fee

2,3326,042

Management fee receivable (per NZ IFRS)

(28,523)(22,327)

Better experiencesOCEANIA

70

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

1 The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.
3.4 Leases

What’s a right of use asset?

Right of use assets are assets held under a lease arrangement. It represents the value of the lessee’s right of use

an asset over the life of the lease. There is a corresponding lease liability on the Consolidated Balance Sheet which

represents the present value of the future lease payments.

Accounting Policy

Right of use assets and lease liabilities arising from a lease are initially measured on a present value basis. Lease liabilities

include the net present value of the remaining lease payments. Lease payments to be made under reasonably certain

extension options are also included in the measurement of the liabilities.

Right of use assets are initially recognised at cost, comprising of the initial amount of the lease liability less any lease

incentives received. Right of use assets relating to equipment and motor vehicles, recognised in chattels, are subsequently

depreciated using the straight line method from the commencement date to the end of the lease. Right of use assets

relating to care centres are subsequently measured at fair value as determined by the Directors having taken into

consideration the valuation performed by CBRE Limited. In considering the lease term, the Group applies judgement

in determining whether it is reasonably certain that an extension or termination option will be exercised.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined

the incremental borrowing rate at the commencement of the lease is used.

Right of Use Asset

12 months ended 31 March 2022

$NZ000’sNotes

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value 33,4464,1694,09941,714

Additions 42 1,608 1,346 2,996

Disposals - (1,034) - (1,034)

Depreciation - (874) (1,867) (2,741)

Revaluation for the period –

Comprehensive Income

(115) - - (115)

Revaluation for the period

1


Other Comprehensive Income

- 319 - 319

Net book value as at 31 March 2022 33,373 4,188 3,578 41,139

come from within.

71

FINANCIAL STATEMENTS

3.4 Leases (continued)
10 months ended 31 March 2021

$NZ000’sNotes

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value 31,1404,8374,84540,822

Additions 733872912

Disposals -(266)(9)(275)

Depreciation -(49 4)(1,609)(2,103)

Revaluation for the period –

Comprehensive Income

2,299(37)-2,262

Revaluation for the period –

Other Comprehensive Income

-96-96

Net book value as at 31 March 2021 33,4464,1694,09941,714

31 March 2022

$NZ000’s

Investment

Property

Land and

BuildingsChattelsTotal

Cost - - 9,188 9,188

Valuation 33,373 4,188 - 3 7, 5 61

Accumulated depreciation - - (5,610) (5,610)

Net book value as at 31 March 2022 33,373 4,188 3,578 41,139

A reconciliation between the valuation and the amount recognised on the Consolidated Balance Sheet as right of use

investment property is as follows:

$NZ000’sMarch 2022March 2021

Right of use Investment Property

Valuation

577 373

Add: Refundable occupation licence payments 38,650 3 7, 1 3 0

Less: Management fee receivable (5,854)(4,0 57 )

33,373 33,446

The valuation of right of use investment property is adjusted for cash flows relating to refundable occupation licence

payments and management fee receivable recognised separately on the Consolidated Balance Sheet and also reflected

in the valuation model.

Better experiencesOCEANIA

72

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

Lease Liabilities
12 months ended 31 March 2022

$NZ000’s

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value -7,0 2 14,49211,513

Additions - 1,605 1,346 2,951

Disposals- (1,750) - (1,750)

Interest - 353 327 680

Lease payments made- (1,243) (2,257) (3,500)

Lease liabilities as at 31 March 2022- 5,986 3,908 9,894

10 months ended 31 March 2021

$NZ000’s

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value -7, 8 6 55,13613,001

Additions and disposals -(349)863514

Interest -352345697

Lease payments made -(847)(1,852)(2,699)

Lease liabilities as at 31 March 2021 -7,0 2 14,49211,513

Lease of Investment Property

The Group leases one site, Everil Orr, which meets the definition of investment property. The site comprises both

apartments and common facilities provided for use by residents under the terms of an ORA. Payments to the lessor

under this lease are made as ORAs are sold. Subsequent cash flows upon the sale and resale of the units are shared

between the lessor and the Group.

Due to the variability of these payments both the right of use asset and the corresponding lease liability were initially

recognised at nil value. Rental payments are recognised as a rental expense through the Consolidated Statement of

Comprehensive Income. The right of use asset is held at fair value in accordance with NZ IAS 40 Investment Property.

The fair value is determined by the Directors having taken into consideration the valuation conducted by CBRE Limited.

The carrying value of the right of use asset as at 31 March 2022 in respect of this leased site is $33.4m (31 March 2021: $33.4m).

On 15 February 2021 the Group entered into a Sale and Purchase Agreement to purchase one leased site for a purchase

price of $5.0m. Date of settlement was 18 June 2021. In accordance with NZ IFRS 16 Leases any difference in purchase

price and the carrying amount of the lease liability immediately before the purchase shall be recorded as an adjustment

to the carrying amount of the asset. The carrying value at the date of acquisition was $1.0m with a corresponding

liability of $1.8m.

Lease of Property, Plant and Equipment

The Group leases two care centres (31 March 2021: three care centres) which are valued as right of use assets as well

as on one corporate office building and various equipment and motor vehicles. The Group’s Corporate office moved

in November 2021 to 80 Queen St, Auckland. A new lease was entered into at this time with the previous lease at

2 Hargreaves St, St Mary’s Bay expiring in May 2022.

A valuation in respect of right of use property assets was provided by CBRE Limited as at 31 March 2022.

come from within.

73

FINANCIAL STATEMENTS

4. Shareholder Equity and Funding
4.1 Shareholder Equity and Reserves

March 2022

Shares

March 2021

Shares

March 2022

$NZ000’s

March 2021

$NZ000’s

Share capital

Authorised, issued and fully paid up capital

710,204,500689,276,946705,291675,625

Total contributed equity710,204,500689,276,946705,291675,625

Movements

Opening balance of ordinary shares issued

689,276,946618,056,183675,625588,389

Shares issued for employee share scheme9 3 7, 2 1 31,193,045--

Shares issued for dividend reinvestment plan7,525,0878,489,25610,1419,175

Share issue (placement)-61,538,462-80,000

Capitalised costs in relation to share placement---(1,939)

Treasury shares reacquired(3,164,556)---

Share issue (rights issue)15,629,810-20,000-

Capitalised costs in relation to rights issue--(475)-

Closing balance of ordinary shares issued710,204,500689,276,946705,291675,625

All ordinary shares are authorised and rank equally with one vote attached to each fully paid ordinary share. The shares

have no par value. The Company incurred no transaction costs issuing shares during the period (31 March 2021: nil).

Share Issue (Placement)

On 29 March 2021 a total of 61,538,462 shares with a value of $1.30 per share were issued in relation to an Institutional

Placement. These shares rank equally with existing shares. The Placement was fully underwritten. Fees incurred of $1.9m

have been offset against funds raised.

Share Issue (Rights Issue)

On 16 April 2021, a total of 15,619,810 ordinary shares with a value of $20.0m ($1.2796 per share) were issued in relation

to the Retail Offer. Fees incurred of $0.5m have been offset against funds raised.

Dividend Reinvestment Plan ( ‘DRP’)

On 25 July 2019, the Board approved the implementation of a dividend reinvestment plan for New Zealand and Australian

shareholders. This plan has been effective for all subsequent dividends. This plan shall also be effective for the dividend

payable on 21 June 2022 at a discount of 2% to the volume weighted average price of shares sold on the NZX Main Board

over a period of five trading days starting on 3 June 2022. The dividend reinvestment plan shall apply to those shareholders

who have provided a participation election by 5:00pm on the dividend election date, being 8 June 2022.

March 2022

value

per share

March 2022

number of

shares

March 2021

value

per share

March 2021

number

of shares

Reinvestment of final dividend for the prior period $1.40403,963,659$0.99102,613,632

Reinvestment of interim dividend for the period $1.28373,561,428$1.53311,399,054

Further, in the prior period 4,476,570 shares with a value of $0.9910 were issued in the six months to 30 November 2020

pursuant to an underwriting agreement with Macquarie Securities (NZ) Limited.

Better experiencesOCEANIA

74

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

Long Term Incentive (‘LTI’)
On 15 September 2020 the Board approved a new Long Term Incentive Scheme for its senior executives (‘LTI Scheme’).

The LTI Scheme has been established to:

– provide an incentive to key executives to commit to Oceania for the long term; and

– align these executives’ interests with the interests of Oceania’s shareholders.

Participants in the Scheme will be granted Share Rights from time to time which will, on vesting, convert into an entitlement

to receive ordinary shares. Vesting will depend on achievement of certain performance hurdles relating to Oceania’s total

shareholder return relative to the NZX50, and Oceania’s performance against EBITDA targets.

Share Rights become exercisable if the holder remains employed on the vesting date and performance hurdles are met

over the period from the commencement date to the measurement date, and in certain other exceptional circumstances.

On becoming exercisable, each Share Right will entitle the holder to receive one fully paid ordinary share in Oceania

Healthcare Limited, less an adjustment for tax paid on the holder’s behalf for the benefit received under the Scheme.

The Share Rights have a nil exercise price.

Performance Hurdles

The Share Rights in each grant are divided between two performance hurdles;

– Share Rights will qualify for vesting on a straight-line basis, from 0%, where the total shareholder return (TSR) from

the commencement date to the measurement date is equal to the 35th percentile of the NZX50 Group, to 100%

where the TSR is equal to or greater than the 75th percentile of the NZX50 Group; and

– For the second performance hurdle, Share Rights will qualify for vesting if the Group’s annual growth in underlying

earnings (before interest, tax, depreciation and amortisation) per share (UEPS) from the commencement date to the

measurement date is equal to or greater than the target for growth in UEPS for that period.

Lapse

– Share Rights will lapse where the performance hurdles are not met on a relevant measurement date or, in general,

where the participant ceases to be employed by the Group before the vesting date (except in certain circumstances).

Recognition and Measurement

– On 6 September 2021, 1,078,125 share rights were issued for nil consideration and a nil exercise price in relation to

the LTI Scheme for the provision of performance based remuneration.

– On 1 September 2021 the Group acquired 3,164,556 shares held by OCA Employees Trustee Limited, a subsidiary,

in relation to a previously cancelled long term incentive plan scheme. The shares had been classified as Treasury Shares

as the Group had a beneficial interest in the 3,164,556 shares.

– On 20 November 2020, 1,948,061 share rights were issued for nil consideration and a nil exercise price in relation to the

LTI Scheme for the provision of performance-based remuneration. Since that point a total of 1,252,325 share rights that

were granted at that time have lapsed as a consequence of executives leaving employment with the Company.

Group Structure

There are no major shareholders.

Dividends

On 20 May 2022, a final dividend of 2.3 cents per share (not imputed) was declared and will be paid on 21 June 2022.

The record date for entitlement is 7 June 2022.

March 2022

cents per share

March 2022

$NZ000’s

March 2021

cents per share

March 2021

$NZ000’s

Final dividend for the prior year 2.114,4751.27, 41 7

Interim dividend for period 2.114,8401.38,142

Total dividends declared during the period

1

29,31515,559

1 Total dividends declared during each period differs to dividends paid per the Consolidated Statement of Changes in Equity as a result of

dividends payable on shares held within the Group.

come from within.

75

FINANCIAL STATEMENTS

4.1 Shareholder Equity and Reserves (continued)
Asset Revaluation Reserve

The asset revaluation reserve is used to record the revaluation of freehold land and buildings and land and buildings

under development.

Cash Flow Hedge Reserve

The cash flow hedge reserve is used to record gains or losses on instruments used as cash flow hedges. The amounts are

recognised in the Consolidated Statement of Comprehensive Income when the hedged transaction affects profit or loss.

Refer to note 5.6.

4.2 Earnings per Share

Basic

Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average number

of ordinary shares outstanding during the period.


March 2022

12 months

March 2021

10 months

Profit after tax ($’000)61,12985,680

Weighted average number of ordinary shares outstanding ('000s)705,400621,537

Basic earnings per share (cents per share)8.713.8

Diluted

Diluted Earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to

assume conversion of all dilutive potential ordinary shares. As at 31 March 2022 there were no shares with a dilutive effect

(31 March 2021: nil).

March 2022

12 months

March 2021

10 months

Profit after tax ($’000)61,12985,680

Diluted weighted average number of ordinary shares outstanding ('000s)705,400621,537

Diluted earnings per share (cents per share)8.713.8

4.3 Employee Share Based Payments

Employee Share Plan

On 7 December 2021 937,213 shares were issued as part of an employee share scheme (‘ESS’). All permanent employees

as at that date were invited to participate. Full time employee participants were allocated an equivalent of $800 of

shares and part time employee participants were allocated an equivalent of $400 of shares. The shares are held in trust

and will be transferred to the employee if the employee remains employed by Oceania (or any of its subsidiaries) for the

following three years.

In the comparative period, on 22 September 2020 1,193,045 shares were issued as part of the ESS.

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service

arrangements. Refer to note 1.2.

1

1

Better experiencesOCEANIA

76

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

4.4 Borrowings
Accounting Policy

Borrowings are initially recognised at fair value, including transaction costs incurred. Borrowings are subsequently

measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount

is recognised in the Consolidated Statement of Comprehensive Income over the period of the borrowings using the effective

interest method.

Specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are

assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost

of those assets, until such a time as the assets are substantially ready for their intended use. Other borrowing costs are

recognised in the Consolidated Statement of Comprehensive Income in the period in which they are incurred.

$NZ000’sMarch 2022March 2021

Secured

Bank loans

154,845204,930

Deferred payment on acquisition3,500-

Capitalised loan costs(270)(47 3 )

Retail Bond – OCA010125,000125,000

Retail Bond – OCA020100,000-

Capitalised bond costs(2,935)(2,165)

Total borrowings380,1403 2 7, 2 9 2

Current3,250-

Non current380,095329,930

Total borrowings excluding capitalised loan costs383,345329,930

Recognition and Measurement

Bank Loans

Interest is charged using the BKBM Bill rate plus a margin and line fee. Interest rates applicable in the year to 31 March 2022

ranged from 2.48% to 3.70% (period to 31 March 2021: 2.40% to 2.58%).

Deferred Payment on Acquisition of Previously Leased Site

Relates to the purchase of a previously leased site. The deferred payment is secured by a first charge mortgage over the

property. No interest is charged unless the payment is in default. Refer to note 3.4.

Retail Bond

NZDX IDIssue DateNo. of Bonds$NZ000’sMaturityFixed Interest

Trading

Interest at

March 2022

Trading

Interest at

March 2021

OCAO1019 Oct 20125.0m$125,00019 Oct 272.3%4.8%2.7%

OCA02013 Sept 21 100.0m$100,00013 Sept 283.3%4.7%-

The bonds are quoted on the NZX Debt Market and their fair value at balance date is based on their listed market price

as at balance date. Interest on OCA010 is payable quarterly in January, April, July and October in equal instalments.

Interest on OCA020 is payable quarterly in March, June, September and December in equal instalments.

come from within.

77

FINANCIAL STATEMENTS

4.4 Borrowings (continued)
Debt Financing

Total debt facility limits are $350.0m. The General Corporate Facility limit is $85.0m, and the Development Facility limit

is $265.0m. The maturity of the Facilities is 31 July 2023.

On 9 May 2022 it was announced an agreement was entered into with the banking syndicate to increase total debt facility

limits from $350m to $500m as follows:

i. General Corporate Facility limit increased to $235m (formerly $85m); and

ii. Development Facility limit remains at $265m.

iii. The increased facilities will be held by a banking syndicate to be agreed between the Company and ANZ.

Financing Arrangements

At 31 March 2022, the Group held committed bank facilities with drawings as follows:

March 2022March 2021

$NZ000’sCommittedDrawnCommittedDrawn

General Corporate Facility85,00021,50085,000-

Development Facility265,000133,345265,000204,930

Total350,000154,845350,000204,930

The Group’s revolving Development Facility is utilised to cover costs associated with current development projects.

The revolving General Corporate Facility is used for general corporate purposes as well as for development land and

initial costs for projects not currently funded by the Development Facility.

Interest on the General Corporate Facility is typically payable quarterly. Interest on the Development Facility is capitalised

and repaid together with principal using the ORA licence proceeds received upon settlement of initial sales of newly

developed units and care suites. Line fees are payable quarterly on the committed General Corporate Facility and the

Committed Development Facility.

The financial covenants in the Group’s senior debt facilities, with which the Group must comply include:

(a) Interest Cover Ratio

– the ratio of Adjusted EBITDA to Net Interest Charges is not less than 2.0x;

(b)

Loan to Value Ratio – the ratio of total bank indebtedness shall not exceed 50% of the total property value of all Group’s

properties (including the ‘as-complete’ valuations for projects funded under the Development Facility); and

(c) Guarantor Group Coverage – at all times the adjusted EBITDA of the Guaranteeing Group must be at least 90% of the

Adjusted EBITDA of the total tangible assets of the Group; and

(d) Development – at all times the outstanding principal amount under the Development Facility shall not exceed the

Development Value. Development Value (per the most recent valuation excluding any settled stock) is the aggregate


value of all Residential Facilities in all Developments that are being funded by the Development Facility less their cost

to complete.

The covenants are tested half yearly. All covenants have been complied with during the year. The Group has agreed with

its banks that the calculation of Adjusted EBITDA and Net Interest, for the purposes of the financial covenants, shall

continue to be based on the accounting treatment in use before the introduction of NZ IFRS 16 Leases.

Assets Pledged as Security

The bank loans and bonds of the Group are secured by mortgages over the Group’s care centre freehold land and

buildings and rank second behind the Statutory Supervisors where the land and buildings are classified as investment

property and investment property under development.

As at 31 March 2022 the balance of the bank loans over which the properties are held as security is $154.8m

(31 March 2021: $204.9m).

Better experiencesOCEANIA

78

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

Net Debt Reconciliation
Cash and cash equivalents include cash on hand. The following provides an analysis of net debt and the movements

in net debt for the year.

$NZ000’s March 2022March 2021

Cash and cash equivalents9,74579,906

Debt – repayable within one year(5,743)(2,431)

Debt – repayable after one year(387,495) (339,012)

Net debt(383,493) (261,537)

Cash and liquid investments9,74579,906

Gross debt – fixed interest rates(238,393) (136,513)

Gross debt – floating interest rates(154,845) (204,930)

Net debt(383,493) (261,537)

Liabilities from Financing Activities

$NZ000’sCash

Finance

leases due

within

1 year

Finance

leases due

after

1 year

Borrowings

due within

1 year

Borrowings

due after

1 yearTotal

Net debt as at 31 May 2020

1 7, 6 2 4 (2,407) (10,594) - (326,686) (322,063)

Cash flows

62,282 2,253 8,503 - (592) 72,446

Acquisitions – finance leases

- 178 578 - - 756

Terminations – finance leases

- (3,132) (10,595) - - (13,727)

Other non-cash movements

- 677 3,026 - (2,652) 1,051

Net debt as at 31 March 2021

79,906 (2,431) (9,082) - (329,930) (261,537)

Net debt as at 31 March 2021

79,906 (2,431) (9,082) - (329,930) (261,537)

Cash flows

(70,161)1,5955,818 - (47,0 3 7 )(109,785)

Acquisitions – finance leases

- 8991,582 - - 2,481

Terminations – finance leases

- (3,143)( 7,7 8 6 )- - (10,929)

Other non-cash movements

- 5872,068(3,250)(3,128)(3,723)

Net debt as at 31 March 2022

9,745(2,493)( 7, 4 0 0)(3,250)(380,095)(383,493)

come from within.

79

FINANCIAL STATEMENTS

5. Other Disclosures
5.1 Income Tax

What is Current Tax?

Current tax is an estimate of the tax that is payable to Inland Revenue for the current financial period.

What is Deferred Tax?

Deferred tax is an estimate of income tax that will be payable or recoverable in respect of temporary differences

relating to the accounting and tax values of the Group’s assets and liabilities. Deferred tax also includes the value

of tax losses that we consider we will use in the future to meet any income tax obligation.

Accounting Policy

The tax expense or benefit for the period comprises current and deferred tax. Tax is recognised in the calculation of

profit for the year in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to

items recognised in other comprehensive income. In this case the tax is also recognised in other comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted at the balance date. The Directors

periodically evaluate positions taken in tax returns with respect to situations in which applicable tax regulation is subject

to interpretation.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax base of

assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income

tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business

combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax

is determined using tax rates (and laws) that have been enacted or substantially enacted by the Balance Sheet date and

are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available

against which the temporary differences, and losses can be utilised.

Better experiencesOCEANIA

80

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

$NZ000’s
March 2022

12 months

March 2021

10 months

Income tax benefit

Current tax

- -

Deferred tax(4,879) (10,396)

(4,879) (10,396)

Taxation expense is calculated as follows:

Profit before income tax

56,25075,284

Tax at the New Zealand tax rate of 28% 15,75021,080

Adjusted by the tax effect of:

Non-taxable gain on purchase of business assets

(2,900)-

Non-deductible impairment of goodwill115 342

Non-deductible expenditure563 387

Capitalised interest deductible for tax(1,432) (1,193)

Taxable deferred management fees(6,787) (3,752)

Non-assessable revaluation of investment property( 1 7,74 0) (23,035)

Taxable depreciation(5,891) (5,910)

Accounting depreciation4,4733,213

Right of use asset(194) 28

Non-deductible impairment / (reversal of non-deductible impairment)

of fixed asset

1,327 (1,194)

Adjustment for timing difference of provisions1,006 683

Losses generated 11,710 9,351

Current tax expense--

Impact of movements in investment property(2,076) (4,149)

Impact of movements in property, plant and equipment (4,071)(10,159)

Impact of movements in right of use assets218 (8)

Other adjustments(1,071) (723)

Deferred management fee6,787 3,752

(Reversal of other deferred tax assets not recognised) /

other deferred tax assets not recognised

(777)777

Losses (recognised) / utilised or derecognised (3,889)114

Deferred tax benefit(4,879)(10,396)

Income tax benefit (4,879)(10,396)

1

1

1

1

1

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service

arrangements. Refer to note 1.2.

come from within.

81

FINANCIAL STATEMENTS

5.1 Income Tax (continued)
Movement in the Deferred Tax Balance:

$NZ000’s

Balance

1 April 2021

Recognised in

Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance

31 March 2022

Investment property 3,189 2,076-5,265

Property, plant and equipment(13,079)4,071(2,155)(11,163)

Right of use assets 902 (218)(90)594

Provisions and other assets / liabilities 7,979 1,071(2,634)6,416

DMF revenue in advance 1,786 (6,787)-(5,001)

Tax losses - 3,889-3,889

Deferred tax assets not recognised(777)777--

Deferred tax (liabilities) / assets - 4,879(4,879)-

$NZ000’s

Balance

1 June 2020

Recognised in

Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance

31 March 2021

Investment property (960) 4,149 - 3,189

Property, plant and equipment (14,266)10,159 (8,972)(13,079)

Right of use assets 929 8 (35) 902

Provisions and other assets / liabilities 8,645 723 (1,389) 7,979

DMF revenue in advance 5,538 (3,752) - 1,786

Tax losses114 (114) - -

Deferred tax assets not recognised - (777) - (777)

Deferred tax (liabilities) / assets - 10,396 (10,396) -

Recognition and Measurement

No income tax was paid or payable during the year (31 March 2021: nil).

Key Accounting Judgements

Deferred Tax on Investment Property and Care Suites

Deferred tax on investment property and care suites is assessed on the basis that the asset value will be realised through

use (‘Held for Use’). An initial recognition exemption has been applied to newly developed village sites in accordance with

NZ IAS 12 Income Taxes.

The Group’s ORAs comprise two distinct cash flows (being an ORA deposit upon entering the unit and the refund of this

deposit upon exit). In determining the tax base of investment property and care suites, the Group considered whether

taxable cash flows are received at the end of the ORA period (i.e. upon refund of the ORA deposit by way of set off on exit

by a resident) or at the beginning of the ORA period (i.e. at time of the receipt of the ORA deposit). The Group has carefully

evaluated all the available information and considers it appropriate to recognise and measure the tax base and associated

deferred tax based on the taxable cash flows being receivable at the end of the ORA period as this best represents the

Group’s contractual entitlement.

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service

arrangements. Refer to note 1.2.

1

11

11

11

Better experiencesOCEANIA

82

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

In calculating deferred tax under the Held for Use methodology, the Group has made significant judgements to determine
taxable temporary differences. The carrying value of the Group’s investment property is determined on a discounted cash

flow basis and includes cash flows that are both taxable and non-taxable in the future. The Group has recognised deferred

tax on the cash flows with a future tax consequence being DMF and deductible amounts as provided by CBRE Limited, to the

extent that it doesn’t relate to land. The Group uses the CBRE Limited valuation of land and improvements to estimate the

apportionment of cash flows arising from the depreciable (i.e. buildings) and non-depreciable components (i.e. land).

Recognition of Deferred Tax on Tax Losses

The Company and its subsidiaries exited the former OHHL tax consolidated group from 31 May 2015. All tax losses

incurred by the Company and its subsidiaries until 31 May 2015 are tax losses of the OHHL consolidated tax group

(of which the Group is no longer a member).

After taking into consideration losses generated in the period to 31 March 2022, the Group now has an estimated $130.3m

(31 March 2021: $86.9m) of available tax losses as at 31 March 2022.

The Group may recognise deferred tax assets to the extent that it is probable that the Group will generate future economic

profits to offset the deferred tax assets or to the extent that they offset deferred tax liabilities. A deferred tax asset of $3.9m

(31 March 2021: $nil) representing tax losses generated has been recognised as at 31 March 2022 in order to offset the net

deferred tax liability position. All other available tax losses generated are held off balance sheet and are noted below:

NZ$000’s

March 2022

12 months

March 2021

10 months

Opening balance – tax losses86,87553,435

Prior period adjustments: other1,63743

Losses per Inland Revenue88,51253,478

Losses utilised for the period --

Losses forfeited during the period--

Losses generated during the period41,82133,397

Closing balance – tax losses130,33386,875

5.2 Intangible Assets

Accounting Policy

Goodwill

Goodwill represents the excess of cost of an acquisition over the fair value of the Group's share of the net identifiable assets

of the acquired subsidiary or business at the date of acquisition. Goodwill is not amortised. Instead, goodwill is tested at

least once annually for impairment at 31 March and carried at cost less accumulated impairment losses. Impairments are

recognised in the Statement of Comprehensive Income. Gains and losses on the disposal of an entity or cash generating

unit (‘CGU’) include the carrying amount of goodwill relating to the entity or CGU sold. Goodwill is allocated to CGUs and

these CGUs are grouped where appropriate for the purpose of impairment testing. The allocation is made to those CGUs

or groups of CGUs that are expected to benefit from the business combination in which the goodwill arose.

come from within.

83

FINANCIAL STATEMENTS

5.2 Intangible Assets (continued)
Computer Software

Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Acquired

computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the specified

software. Where computer software licences are housed in the cloud they are capitalised to the extent the Group controls

the licence and have rights to the software beyond rights to access. These costs are amortised on a straight line basis over

their estimated useful lives (2.5 - 8 years).

$NZ000’sGoodwillSoftwareTotal

Period ended 31 March 2021

Opening net book amount

6,5651,9868,551

Additions-1,3111,311

Amortisation-(174)(174)

Impairment charge(1,220)-(1,220)

Closing net book amount5,3453,1238,468

As at 31 March 2021

At cost

2 0 7, 3 8 76,017213,404

Accumulated amortisation and impairment(202,042)(2,894)(204,936)

Net book amount5,3453,1238,468

Year ended 31 March 2022

Opening net book amount

5,3453,1238,468

Additions-986986

Amortisation-(439)(439)

Impairment charge(412)-(412)

Disposal---

Closing net book amount4,9333,6708,603

As at 31 March 2022

At cost

2 07, 3 8 74,655212,042

Accumulated amortisation and impairment(202,454)(985)(203,439)

Net book amount4,9333,6708,603

Impairment Test for Goodwill

The carrying value of goodwill has been assessed on a site by site basis taking into account the sites as a whole.

An impairment is recognised when the carrying value of goodwill plus chattels is greater than the CBRE Limited value

of goodwill plus chattels.

The carrying amount of goodwill at each site is not significant in comparison to the total amount of goodwill. All goodwill

is allocated to the care CGUs.

Key Judgements in Applying the Accounting Policies

Care CGUs Recoverable Amount

The recoverable amount of the individual care sites has been determined based on an external valuation of fair value less

costs to sell by CBRE Limited as an external valuer. The fair value less costs to sell is considered level 3 in the fair value

hierarchy. This has been used for comparison to current carrying value. The assumptions used in determining the fair value

for care centres are disclosed in note 3.2.

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service

arrangements. Refer to note 1.2.

Better experiencesOCEANIA

84

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

5.3 Trade and Other Receivables
Accounting Policy

Trade receivables are amounts due from residents and various government agencies in the ordinary course of business and

are recognised initially at fair value, being its transaction price, plus transaction costs. Trade receivables are held with the

objective of collecting the contractual cash flows and therefore they are subsequently measured at amortised cost using

the effective interest method, less a provision for impairment.

Occupation licence payment receivables are recognised at the point in time that an ORA becomes unconditional and has

either ‘cooled off’ or where the resident is in occupation, and the resident has not yet made all of the contractual licence

payment to the Group. The long term portion of this receivable has been discounted by $0.5m (2021: $0.5m).

$NZ000’s March 2022March 2021

Net trade and other receivables

Trade receivables

22,462 14,337

Less: Loss allowance (450)(4 5 4)

22,012 13,883

Occupation licence payment receivable44,43529,219

Prepayments2,6892,890

Deposits on freehold land and buildings-2,000

Trade and other receivables69,13647, 9 9 2

Recognition, Measurement and Judgements in Applying Accounting Policies

The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss

allowance for all trade receivables and requires recognition from initial recognition of the trade receivable. To measure

expected credit losses, trade receivables have been grouped and reviewed on the basis of the number of days since

resident departure and the funding stream and type of debtor. Judgement is used in selecting the inputs to the impairment

calculation and is based on past history and forward looking assumptions.

The Group has the following financial assets subject to the application of the expected credit loss model:

– Trade receivables from care operations for the provision of care fees revenue for rest home and hospital fees.

These are split between private amounts owed by residents and amounts due from agencies such as the Ministry

of Health and ACC.

– Trade receivables from village operations for the provision of weekly service fees and occupation licence payment

receivables. These are receivable from residents.

For the current year the Group has applied a simplified approach to calculating the expected loss rate expected by

applying a 2% allowance to trade receivables from care operations and 0% from village operations, adjusted for any

other known factors with respect to individual debts. In the prior period the Group used a matrix of percentages between

1% and 100% based on the class of debtor, funding stream and resident departure date.

There is no significant concentration of credit risk as trade receivables relate to individual residents and government agencies.

1 Comparatives have been restated for the impact of a change in accounting policy in regards to the accounting for Software-as-a-Service

arrangements. Refer to note 1.2.

1

1

come from within.

85

FINANCIAL STATEMENTS

5.4 Trade and Other Payables
Accounting Policy

Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial

year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

Trade payables are recognised initially at fair value less transaction costs and subsequently measured at amortised cost

using the effective interest method.

Sundry payables include $0.1m (2021: $0.1m) relating to cash held on behalf of residents.

Wages and Salaries, Annual Leave and Long Service Leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave are recognised in other payables in

respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the

liabilities are settled.

The liability for employee entitlements is carried at the present value of the estimated future cash flow.

The liability for long service leave is recognised in the provision for employee entitlements and measured as the present

value of expected future payments to be made in respect of services provided by employees up to the reporting date.

Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.

$NZ000’sMarch 2022March 2021

Trade payables2,043 9,302

Development accruals8,66510,138

Sundry payables and accruals6,334 5,343

Accrued interest on external borrowings and derivatives 938 900

Employee entitlements23,000 18,625

Trade and other payables40,980 44,308

5.5 Related Party Transactions

The below entities are subsidiaries of Oceania Healthcare Limited.

Name of EntityPrincipal Activities20222021

Class of

shares

Oceania Group (NZ) Limited Corporate office functions

100%100%

Ordinary

Oceania Care Company LimitedOperation of aged care centres

100%100%

Ordinary

Oceania Village Company LimitedOwnership and operation of

retirement villages

100%100%

Ordinary

OCA Employees Trustee LimitedHold Employee Share Scheme

shares on behalf of employees

100%100%

Ordinary

All subsidiaries are incorporated in New Zealand and have a balance date of 31 March (2021: 31 March). There are no

significant restrictions on subsidiaries.

Better experiencesOCEANIA

86

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

Key Management Personnel Compensation
Key management personnel are all executives with the authority for the strategic direction and management of the Group

and exclude those in an Acting capacity.

$NZ000’s

March 2022

12 months

March 2021

10 months

Directors' remuneration and expenses 759561

Directors’ dividends including DRP1,151398

Salaries and other short term employee benefits3,0752,107

Key management personnel dividends including DRP5883

Termination benefits

1

308-

5,3513,149

Transactions with Related Parties

There are no outstanding balances with related parties (31 March 2021: nil).

5.6 Financial Risk Management

The Group's activities expose it to a variety of financial risks: market risks (including cash flow interest rate risk), credit risk

and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and

seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial

instruments such as interest rate swap contracts to hedge certain interest rate risk exposures. Derivatives are exclusively

used for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to

measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rates

to determine market risk and aging analysis for credit risk.

Classification and Measurement

Financial assets are required to be classified into three measurement categories: those measured at fair value through

profit and loss, those measured at fair value through other comprehensive income and those measured at amortised cost.

The determination is made at initial recognition. The classification depends on the entity's business model for managing its

financial instruments and the contractual cash flow characteristics of the instrument. Trade receivables are amounts due

from residents and various government agencies held to collect contractual cash flows in the ordinary course of business.

These balances are held at amortised cost less a provision for impairment.

Risk management is carried out centrally by management under policies approved by the Board of Directors. The Directors

provide written principles for overall risk management, as well as policies covering specific areas, such as interest rate risk,

credit risk, use of derivative financial instruments and non-derivative financial instruments.

(a) Fair Value Estimation

All financial assets (cash and cash equivalents, trade and other receivables and certain right of use assets) and financial

liabilities (trade and other payables, lease liabilities and bank borrowings), other than derivatives, are measured at

amortised cost, which approximates to fair value. Financial liabilities measured at amortised cost are fair valued using the

contractual cash flows. In considering the fair value of interest bearing assets and liabilities the estimated future interest

rates approximate the discount rates used in a fair value assessment.

(b) Market Risk

Market risk is the risk that changes in market prices such as interest rates will affect the Group’s income. The objective of

market risk management is to manage and control market risk exposures within acceptable parameters, while optimising

the return on risk.

(c) Cash Flow Risk

The Group has no significant interest-bearing assets, as such the Group's income is substantially independent of changes

in market interest rates.

The Group's interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to

cash flow interest rate risk. The cash flow and interest rate risks are monitored by the Directors on a monthly basis. The

Directors monitor the existing interest rate profile with reference to the Group’s Treasury Policy and the Group’s underlying

interest rate exposure. Management present interest rate hedging analysis and strategies to the Directors for consideration

and seek Director approval prior to entering into any interest rate swaps.

1 Termination benefits in the 12 months to 31 March 2022 were made to three employees who met the definition of

‘key management’ and ceased to be employed by the Group during the year.

come from within.

87

FINANCIAL STATEMENTS

5.6 Financial Risk Management (continued)
The following table shows the sensitivity of the Group's Profit / (Loss) and equity to a movement in interest rates of +/-1%.

This assumes all other variables remain constant.

+1% -1%

$NZ000’sProfit / (loss)EquityProfit / (loss)Equity

2022

Interest expense

723(136)(723)136

Change in fair value of cash flow hedges1123,016(112)(3,119)

2021

Interest expense

(33)(33)3333

Change in fair value of cash flow hedges - 5,081 - (5,284)

Interest Rate Swaps

It is the Group's policy to manage interest rate risk through the use of interest rate swaps to reduce the impact of changes

in interest rates on its floating rate long term debt. The objective of the interest rate swaps is to protect the Group from the

short to medium term impact to cash flows which arises out of variability in floating interest rates.

Interest rate swaps are initially recognised at fair value on the date a contract is entered into and are subsequently

measured at fair value on each reporting date. The fair values of the interest rate swaps are determined based on cash

flows discounted to present value using current market interest rates.

Interest swaps are assessed for effectiveness at each reporting period. A retrospective calculation will be used to determine

the amount of any ineffectiveness to recognise in comprehensive income.

The expected causes of ineffectiveness are as follows:

- Credit risk of the bank;

- Insufficient level of floating rate debt;

- Differing interest settlement dates; or

-Inter Bank Offered Rate ("IBOR") reform if the BKBM rate is replaced with another measure.

When interest rate swaps meet the criteria for cash flow hedge accounting, the effective portion of the gain or loss on

the hedging instrument is recognised in other comprehensive income (gain of $6.7m, 31 March 2021: gain $3.6m), while

the ineffective portion is recognised in other income in the Consolidated Statement of Comprehensive Income (gain

$0.5m, 31 March 2021: nil). Amounts taken to the interest rate reserve are transferred out of the reserve and included in

the measurement of the hedged transaction when the forecast transaction occurs. When interest rate swaps do not meet

the criteria for cash flow hedge accounting, all movements in fair value of the hedging instruments are recognised in the

Consolidated Statement of Comprehensive Income.

Under the interest rate swap agreements, the Group has a right to receive interest at variable rates and an obligation

to pay interest at fixed rates. New interest rate swaps of $175.0m were put in place with an effective date of 1 June 2019

(with a trade date of 30 April 2019). Of the interest rate swaps in place at 31 March 2022, $175.0m (2021: 175.0m) are being

used to cover approximately 113% (2021: 85%) of the loan principal outstanding. These agreements effectively change the

Group’s interest exposure on the principal covered by the interest rate swaps from a floating rate to a fixed rate, with a

weighted average interest rate of 1.9%. Bank loans of the Group currently bear an average fixed interest rate (including

margin and line fees) of 4.1% (2021: 4.1%). The fair value of these agreements at 31 March 2022 is a $3.9m asset. The

agreements cover notional amounts for a period of 3 years, 5 years, and 7 years.

The notional principal amounts and the period of expiry of the interest rate swap contracts are as follows:

Average contracted

fixed interest rateNotional principal amount

March 2022

%

March 2021

%

March 2022

$NZ000’s

March 2021

$NZ000’s

Less than 1 year3.04-75,000-

Between 1 and 3 years3.173.0450,00075,000

Between 3 and 5 years3.353.1750,00050,000

Over 5 years-3.35-50,000

Better experiencesOCEANIA

88

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended 31 March 2022

(d) Credit Risk
Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial

institutions, as well as credit exposure from trade and other receivables.

In the normal course of business, the Group has no significant concentrations of credit risk. Other than on a small number

of exceptions, the Group requires settlement of the ORA before allowing occupation of its villas or apartments. Therefore,

the Group does not face significant credit risk. The values attached to each financial asset in the Consolidated Balance

Sheet represent the maximum credit risk. No collateral is held with respect to any financial assets. The Group enters into

financial instruments with various counterparties in accordance with established limits as to credit rating and dollar limits

and does not require collateral or other security to support the financial instruments.

Concentrations

Cash and cash equivalents of the Group are deposited with one of the major trading banks. Non-performance of

obligations by the bank is not expected due to the credit rating of the counter party considered. The Standard and Poors

credit rating of the counter party as at 31 March 2022 is AA- (2021: AA-).

The Group’s receivables represent distinct trading relationships with each of the residents. There are no concentrations of

credit risk with residents. Large receivables generally relate to the residential care subsidies which are received in aggregate

via the various District Health Boards and Work and Income New Zealand. Neither of these entities has demonstrated, or is

considered, a credit risk.

(e) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of

funding through an adequate amount of committed credit facilities and the ability to close-out market positions. Due

to the dynamic nature of the underlying businesses, the Directors aim at maintaining flexibility in funding by keeping

committed credit lines available.

Cash flow forecasting is regularly performed by management. Management monitors rolling forecasts of the Group's

liquidity requirements to ensure it has sufficient cash to meet operational needs, while maintaining headroom on its

undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants

on any of its borrowing facilities. Such forecasting takes into consideration the Group's debt financing plans and

covenant compliance.

The table below shows the maturity analysis of the Group's contractual undiscounted cash flows.

$NZ000’s

Less than

1 year

Between

1 and 2 years

Between

2 and 5 years

Over

5 years

2022

Trade and other payables

1 7,0 4 2---

Lease liabilities3,0802,2962,9774,194

Borrowings12,326169,99318,5252 3 7, 3 5 0

Cash flow hedge – interest rate swaps148(1,738)(2,486)-

Refundable occupation right agreements775,765---

2021

Trade and other payables

24,783---

Lease liabilities 3,108 1,521 4,213 6,373

Borrowings7, 9 4 28,394214,215127,875

Cash flow hedge - interest rate swaps2,7722,3861,497-

Refundable occupation right agreements618,433---

Of the derivative financial instruments value on the Balance Sheet as at 31 March 2022, a credit balance of $0.1m is

classified as current and a debit balance of $4.0m is classified as non-current (31 March 2021: all non-current).

The refundable ORAs are repayable to the resident on vacation of the unit, apartment, care suite or on the termination of

the occupation right agreement and subsequent resale of the unit, apartment or care suite. The expected maturity of the

refundable ORAs is shown in note 3.3.

(f) Capital Risk Management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern,

to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to

reduce the cost of capital. The consolidated financial statements are prepared on a going concern basis.

come from within.

89

FINANCIAL STATEMENTS

5.7 Contingencies and Commitments
At 31 March 2022, the Group had no contingent liabilities or assets (31 March 2021: nil).

At 31 March 2022, the Group has a number of commitments to develop and construct certain sites totalling $82.7m

(31 March 2021: $131.4m) of which $82.7m (31 March 2021: $131.4m) relates to development sites.

As at 31 March 2022, a commitment of $7.9m (31 March 2021: $9.3m) exists in relation to Stage One and $3.0m

(31 March 2021: $5.8m) in relation to Stage Two in the form of future lease payments in respect of the development of

Everil Orr, a leasehold site. Lease payment obligations arise as ORAs are sold. Refer to note 3.4 for further details.

There are no significant unrecognised contractual obligations entered into for future repairs and maintenance at

balance date.

5.8 Events After Balance Date

Debt Financing

On 9 May 2022 it was announced an agreement was entered into with the banking syndicate to increase total debt facility

limits from $350m to $500m as follows:

(i) General Corporate Facility limit increased to $235m (formerly $85m); and

(ii) Development Facility limit remains at $265m.

The increased facilities will be for a period of 5 years and held by a banking syndicate to be agreed between the

Company and ANZ.

Acquisitions

On 6 May 2022, a number of Sale and Purchase Agreements were entered into in relation to certain assets:

a. Oceania Village Company Limited and Oceania Care Company Limited entered into a Sale and Purchase Agreement

with Remuera Rise Limited and Lifecare Residences NZ Limited to purchase the business assets in relation to Remuera

Rise for a value of $38.1m subject to purchase price adjustments. Remuera Rise is an established village with 58

independent living apartments and 12 rest home beds. The Sale and Purchase Agreement is subject to the parties

obtaining the consent of the Statutory Supervisor, the Ministry of Health and the Auckland District Health Board and

the Bream Bay Village agreement becoming unconditional. Settlement is expected in July 2022.

b. Oceania Village Company Limited entered into a Sale and Purchase Agreement with Private Health Care (NZ) Limited

and PBG Investments Limited to purchase the shares of Bream Bay Village Limited for a value of $18.9m subject to

purchase price adjustments. Bream Bay Village is an established village with 75 independent living villas. The Sale and

Purchase Agreement is subject to the parties obtaining Statutory Supervisor consent and the Remuera Rise agreement

becoming unconditional. Settlement is expected in July 2022.

c. Oceania Village Company Limited entered into an option agreement, effective for six months, with GNLC Limited

to purchase 6.7 hectares of development land in Bream Bay, adjacent to Bream Bay Village. This agreement grants

Oceania Village Company Limited the option to acquire this land for a purchase price of $8.4m plus GST if any.

Oceania may exercise the option for the development land adjacent to Bream Bay Village within 20 working days of

the plan change being made operative by Whangarei District Council following settlement of any appeals.

(i) Provisional purchase consideration and fair value of net assets acquired

The purchase price was linked to the 31 March 2021 CBRE Limited valuation in respect of Remuera Rise and the 8 December

2021 Colliers valuation of Bream Bay Village Limited.

At the date of finalising the annual financial statements, due to the acquisition date having not passed, no acquisition date

valuations have been obtained and the purchase price allocation calculation has not yet been finalised.

This calculation will be finalised in the interim report for the six month period ended 30 September 2022.

(ii) Contingent liabilities

No material contingent liabilities with respect to this transaction were noted during the due diligence process. Should, on a

detailed review of the assets, any future contingent liabilities arise they will be disclosed in future financial statements.

Dividend

On 20 May 2022 a final dividend of 2.3 cents per share (not imputed) was declared and will be paid on 21 June 2022.

The record date for entitlement is 7 June 2022. Refer to note 4.1.

There have been no other significant events after balance date.

Better experiencesOCEANIA

90

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the 10 month period ended 31 March 2022

AUDITOR'S REPORT


PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000,

www.pwc.co.nz

Independent auditor’s report

To the shareholders of Oceania Healthcare Limited


Our opinion

In our opinion, the accompanying consolidated financial statements of Oceania Healthcare Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 31 March 2022, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 31 March 2022;

● the consolidated statement of comprehensive income for the year then ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated cash flow statement for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of trustee reporting, Task Force on

Climate-Related Financial Disclosures (TCFD) gap analysis and materiality matrix work and agreed

upon procedures in respect of proxy voting at the Annual Shareholder Meeting. The provision of these

other services has not impaired our independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.




PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000,

www.pwc.co.nz

Independent auditor’s report

To the shareholders of Oceania Healthcare Limited


Our opinion

In our opinion, the accompanying consolidated financial statements of Oceania Healthcare Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 31 March 2022, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 31 March 2022;

● the consolidated statement of comprehensive income for the year then ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated cash flow statement for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of trustee reporting, Task Force on

Climate-Related Financial Disclosures (TCFD) gap analysis and materiality matrix work and agreed

upon procedures in respect of proxy voting at the Annual Shareholder Meeting. The provision of these

other services has not impaired our independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.


come from within.

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INDEPENDENT AUDITOR'S REPORT

To the shareholders of Oceania Healthcare Limited




PwC 2

Description of the key audit matter How our audit addressed the key audit matter

Valuation of investment property and

freehold land and buildings

As disclosed in notes 3.1 and 3.2 of the

consolidated financial statements, the

Group’s:

● investment property portfolio was

valued at $1,378.6 million at 31 March

2022 and included completed

investment property and investment

property under development

● freehold land and buildings were

valued at $666.6 million at 31 March

2022. This included freehold land and

buildings operated by the Group for

the provision of care services, care

suites, and land and buildings to be

developed into care facilities in the

future (together referred to as freehold

land and buildings).

The Group’s accounting policy is to

measure these assets at fair value.

Independent valuations of all investment

property and freehold land and buildings

were carried out by a third party valuer,

CBRE Limited (the Valuer).

Completed investment property and care

suites are recorded in the consolidated

financial statements at a Directors’

valuation which is based on the value

determined by the Valuer as at 31 March

2022, adjusted by the Directors for:

● the estimated costs to be incurred to

complete development of any asset

not complete at the date of the

valuation, but valued by the Valuer as

if it was complete; and

● completed investment property,

refundable occupation licence

payments, residents’ share of resale

gains and management fees

receivable which are recognised

separately on the consolidated

balance sheet and also reflected in the

Valuer’s cash flow model.

Our audit procedures focused on obtaining sufficient

audit evidence to evaluate whether the inclusion of the

valuations in the consolidated balance sheet and

disclosures made in the consolidated financial

statements were materially appropriate.

Our procedures included:

External valuations

We read the valuation report and discussed it with the

Valuer. We assessed the valuation approach and

confirmed that this was in accordance with the

relevant accounting standards.

On a sample basis, we tested whether property

specific information supplied to the Valuer by the

Group reflected the underlying property records held

by the Group.

From our discussions with management and the

Valuer, and from our review of the valuation report,

assumptions (as detailed in the description of this Key

Audit Matter) were determined for each individual

property to reflect its characteristics, its overall quality,

geographic location and desirability as a whole.

Valuation adjustments

We tested, on a sample basis, the adjustments made

to the valuations determined by the Valuer as at 31

March 2022 as detailed in the description of this Key

Audit Matter. This testing included obtaining quantity

surveyors reports to support the estimated cost to

complete developments as at 31 March 2022. We also

obtained supporting documentation for a sample of

transactions included in work in progress as at 31

March 2022.

Assumptions and estimates

Our work over the assumptions focused on the largest

properties within the portfolio and those properties

where the assumptions used and/or period-on- period

fair value movement suggested a possible outlier

compared to the rest of the portfolio and the market

data for the sector.

We held discussions with the Valuer to gain an

understanding of the assumptions and estimates used

and the valuation methodology applied. This included

understanding any changes made to significant inputs

and assumptions. We also sought to understand and

consider restrictions imposed on the valuation process

(if any) and the market conditions at balance date.

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ANNUAL REPORT 2022

INDEPENDENT AUDITOR'S REPORT (continued)

To the shareholders of Oceania Healthcare Limited




PwC 3

Description of the key audit matter How our audit addressed the key audit matter

For each completed investment property

and each care suite, assumptions and

estimates were made in respect of:

● property price growth rate;

● stabilised occupancy periods; and

● discount rate.

Investment property under development

and land and buildings to be developed

into care facilities in the future are

recorded in the consolidated financial

stat ements at a Directors’ valuation which

is based on a range of values determined

by the Valuer as at 31 March 2022,

adjusted by management for the cost of

any work in progress.

For each asset under development,

assumptions and estimates were made in

respect of the price per square metre of

land.

Freehold land and buildings operated by

the Group for the provision of care

services are recorded in the consolidated

financial statements at a Directors’

valuation which is based on the value

determined by the Valuer as at 31 March

2022.

For each property, assumptions and

estimates are made in respect of:

● forecast earnings before interest, tax,

depreciation, amortisation, and rent;

and

● capitalisation rate.

The valuation of the Group’s property

portfolio is inherently subjective. The

existence of significant estimation

uncertainty, coupled with the fact that only

a small percentage difference in

assumptions on individual properties,

when aggregated, could result in material

differences, is why we have given specific

audit focus and attention to this area.





We engaged our in-house expert to challenge the

work performed by the Valuer and assess the

reasonableness of the assumptions used based on

their knowledge gained from reviewing valuations of

similar properties, known transactions and available

market data.

We understood the apportionment of the valuations to

each class of assets and assessed the

reasonableness of this through discussions with the

Valuer and our in-house expert.

Valuation estimates

Because of the judgement involved in determining

valuations for individual properties and the existence

of alternative assumptions and valuation methods,

there is a range of values which can be considered

reasonable when evaluating the independent property

valuations used by the Group. If we identified an error

in a property valuation or determined that the valuation

was outside of a reasonable range, we evaluated the

error or difference to determine if there was a material

misstatement in the consolidated financial statements.

We considered whether there were any events

subsequent to the date of the Valuer’s report which

may have caused the valuation of investment property

and freehold land and buildings to be materially

different to those determined by the Valuer.

We considered the adequacy of the disclosures made

in note 3 to the consolidated financial statements.

These notes explain that there is significant estimation

uncertainty in relation to the valuation of investment

property and freehold land and buildings.

come from within.

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AUDITOR'S REPORT




PwC 4

Description of the key audit matter How our audit addressed the key audit matter

Deferred tax on investment property

and care suites

Determination of deferred tax balances

As disclosed in note 5.1 of the

consolidated financial statements, the

Group assesses deferred tax on

investment property and care suites on

the basis that the asset value will be

realised through use (‘Held for Use’).

In applying the Held for Use methodology,

the Group makes four key assumptions

which involve significant judgement:

1. Determining the amount of taxable

cash flows;

2. Timing of taxable cash flows, being at

the end of the Occupation Right

Agreement (ORA) period;

3. Apportionment of the value of

investment property between land and

buildings; and

4. Determining the number of years that

commercial investment property is

expected to be in use and depreciable

for tax purposes.

Due to the significant judgement

exercised by the Group in determining the

deferred tax on investment property and

care suites, we have given specific audit

focus and attention to this area.

Assumptions with respect to realisation through

held for use

With respect to the assumptions used in the

calculation of deferred tax, we engaged our in-house

tax specialist to challenge the work performed and

assess the reasonableness of the assumptions based

on t heir knowledge of the tax legislation and other

accepted approaches in the industry.

1. Determining the amount of taxable cash flows

We agreed the amount of taxable cash flows of

investment property and care suites to the Valuer’s

report, which is based on materially the same

assumptions and estimates used in the valuation of

investment property and care suites described above.

2. Timing of taxable cash flows

We tested a sample of new ORAs to confirm that the

Deferred Management Fees (DMF) are contractually

earned at the end of the ORA period.

3. Apportionment of investment property

We have agreed the inputs to the apportionment

calculation to the Valuer’s land valuation and

recalculated the apportionment between land and

buildings.

4. Determining the number of years that

commercial investment property is expected to

be depreciable for tax purposes

We determined a reasonable range for the expected

period in which the relevant assets will be in use and

depreciable for tax purposes. Management’s

judgement was within this range.






















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ANNUAL REPORT 2022

INDEPENDENT AUDITOR'S REPORT (continued)

To the shareholders of Oceania Healthcare Limited

AUDITOR'S REPORT



PwC 5

Our audit approach


Overview


Overall group materiality: $2.3 million, which represents

approximately 1% of revenue.

We chose revenue as the benchmark because, in our view, it is a

key financial metric used in assessing the performance of the Group

and is not as volatile as other profit or loss measures.

We tailored the scope of our audit in order to perform sufficient work

to enable us to provide an opinion on the consolidated financial

statements as a whole, taking into account the structure of the

Group, the accounting processes and controls, and the industry in

which the Group operates.

As reported above, we have two key audit matters, being:

● Valuation of investment property and freehold land and buildings

● Deferred tax on investment property and care suites


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the consolidated financial statements. In particular, we considered where

management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and considering future events that are inherently uncertain. As in all

of our audits, we also addressed the risk of management override of internal controls, including among

other matters, consideration of whether there was evidence of bias that represented a risk of material

miss tatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the consolidated financial statements are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate, on the consolidated financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the consolidated financial statements as a whole, taking into account the structure of the

Group, the accounting processes and controls, and the industry in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual Report, but does not include the consolidated financial statements

and our auditor's report thereon.

Materiality

Group

Scoping

Key Audit

Matters

come from within.

95




PwC 6

Our opinion on the consolidated financial statements does not cover the other information and we do

not express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on the work we have performed on the other information

that we obtained prior to the date of this auditor’s report, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report in

this regard.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

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ANNUAL REPORT 2022

INDEPENDENT AUDITOR'S REPORT (continued)

To the shareholders of Oceania Healthcare Limited




PwC 7

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Leopino Foliaki.


For and on behalf of:







Chartered Accountants

20 May 2022

Auckland


come from within.

97

CORPORATE GOVERNANCE

This section of the Annual Report provides information on Directors’ independence, diversity and inclusion policies,
remuneration and statutory disclosures.

Oceania’s governance framework is guided by the recommendations set out in the 2020 edition of the NZX Corporate

Governance Code ("NZX Code"). Oceania has prepared a statement on the extent to which it has followed the

recommendations in the NZX Code. The Corporate Governance Statement is current as at 31 March 2022. Oceania

considers that it has followed the recommendations in the NZX Code in all respects during FY2022.

For detailed information on Oceania’s corporate governance policies, practices and processes please refer to the

Investors section on the Oceania website – www.oceaniahealthcare.co.nz/investor-centre/governance. This contains

the following documents:

Corporate Governance Statement

Constitution

Charters

– Board Charter

– Audit Committee Charter

– People and Culture Committee Charter

– Clinical and Health and Safety Committee Charter

– Development Committee Charter

Policies

– Code of Values and Conduct

– Health and Safety Policy

– Occupational Rehabilitation Policy

– Fraud Policy

– Whistleblowing Policy

– Diversity Policy

– Continuous Disclosure Policy

– Remuneration Policy

– Trading in Company Securities Policy

– External Auditor Independence Policy

– Privacy Policy

Dividend Reinvestment Plan Offer Document

Director Independence

As at 31 March 2022, the Board comprised seven Directors. All of the Directors are non-executive Directors. The Board has

considered which of the Directors are Independent Directors for the purposes of the NZX Listing Rules, having regard to the

rules, including the factors in the NZX Code. The Board has determined that, as at 31 March 2022, all seven Directors are

Independent Directors, including the Chair and the Chair of the Audit Committee. As at the date of this Annual Report,

the Directors are:

Elizabeth Coutts

Chair, Independent DirectorAppointed in November 2014

Alan Isaac

Independent DirectorAppointed in October 2015

Dame Kerry Prendergast

Independent DirectorAppointed in December 2016

Sally Evans

Independent DirectorAppointed in March 2018

Gregory Tomlinson

Independent DirectorAppointed in March 2018

Robert Hamilton

Independent DirectorAppointed in September 2021

Peter Dufaur

Independent DirectorAppointed in September 2021

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ANNUAL REPORT 2022

CORPORATE GOVERNANCE

Committee Membership
The Board has four standing committees to assist in the execution of the Board’s duties, being the Audit Committee,

the People and Culture Committee, the Clinical and Health and Safety Committee and the Development Committee.

As at 31 March 2022, membership of the committees was as follows:

Audit Committee – Alan Isaac (Chair), Elizabeth Coutts, Robert Hamilton

People and Culture Committee – Sally Evans (Chair), Elizabeth Coutts, Alan Isaac

Clinical and Health and Safety Committee – Dame Kerry Prendergast (Chair), Elizabeth Coutts, Sally Evans

Development Committee – Gregory Tomlinson (Chair), Elizabeth Coutts, Peter Dufaur

Diversity

Oceania’s Diversity Policy is available on its website at www.oceaniahealthcare.co.nz/investor-centre/governance.

The Diversity Policy aims to ensure that Oceania has a focus on diversity throughout the organisation. This recognises

that a diverse workforce contributes to business growth and performance, helping to drive an inclusive, high performance

environment.

The Board considers that the Diversity Policy has been successfully implemented across the business with an excellent

balance of gender and ethnicity at Director and officer levels. As at 31 March 2022 (and 31 March 2021 for the prior

comparative period), the gender breakdown of the Directors, officers (as that term is defined in the NZX Listing Rules)

and employees is as follows:

31 March 2022

31 March 2021

Gender

MaleFemaleMaleFemale

Directors

4333

Officers

2335

Employees

4482,4213982,375

Oceania is developing further internal systems and processes to allow regular and efficient monitoring of policy objectives.

come from within.

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE (continued)
Remuneration Report

Remuneration Overview

Oceania presents this remuneration overview for the year ended 31 March 2022. This overview provides details of Oceania’s

approach to remuneration including incentive plans for executives that were in place for the year ended 31 March 2022 and

remuneration received by the CEO and the Directors.

Remuneration Principles

It is recognised that in order to support the business and its strategy, Oceania must attract and retain people of a high

calibre. Accordingly, the Board sets the remuneration of executives with regard to this and other business objectives.

It is Oceania’s policy to align components of executive remuneration with the performance of Oceania. Executive

remuneration therefore comprises both fixed and “at risk” (or performance-based) elements which are both short and

long-term in nature. The purpose of this policy is to ensure that the interests of the executives, Oceania and its shareholders

are aligned during the period over which the business results are realised.

As a result, the remuneration framework is structured to promote the long-term sustainable growth of Oceania with a

portion of performance-based senior executive remuneration awarded as rights to equity.

Remuneration Governance

Oceania has established a People and Culture Committee to assist the Board in the conduct of the Board’s responsibilities

with regard to people and culture, including remuneration. The People and Culture Committee Charter can be found at

www.oceaniahealthcare.co.nz/investor-centre/governance.

The People and Culture Committee is responsible for:

– Reviewing and recommending changes to Oceania’s remuneration structure, people policies, procedures and practices,

objectives and performance;

– Reviewing and recommending changes to the remuneration of the CEO and executives, having regard to Oceania’s

strategy, vision, values, business objectives and performance, the responsibilities and performance of executives and

the general external market; and

– Reviewing and recommending changes to Director fees, taking into account the external market, work load, succession

planning and the need to offer competitive fees to attract and retain non-executive Directors of a high calibre.

The Board is responsible for:

– Approving changes to Oceania’s remuneration structure, people policies, procedures and practices, objectives

and performance;

– Approving changes to the remuneration of the CEO and executives; and

– Recommending changes to non-executive Director remuneration, for approval by shareholders.

The members of the People and Culture Committee during the year ended 31 March 2022 were Sally Evans (Chair),

Elizabeth Coutts and Alan Isaac.

Executive Remuneration Framework

Oceania’s remuneration structure for executives, including the Chief Executive Officer (“CEO”), comprises three elements:

– Total fixed remuneration ("TFR");

– Short term incentive (“STI”); and

– Long term incentive (“LTI”).

The following summarises each component of executive remuneration. A summary of the remuneration of the CEO,

Brent Pattison, is set out below.

a. Total Fixed Remuneration

Fixed remuneration includes base salary, the provision of a carpark, a vehicle allowance (in some cases) and KiwiSaver

contributions. Each Executive's fixed remuneration is set based on the individual's position, market relativity and the

individual's qualifications and experience. The TFR is reviewed annually.

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ANNUAL REPORT 2022

b. Short Term Incentive
The STI is currently a cash payment which is dependent on the achievement of a combination of Oceania and individual

performance measures and is capped at a maximum achievement of 100% of the STI.

The performance measures are set by reference to the executive’s responsibility and particular projects relevant to that

executive and the business or function for which they are responsible. The purpose of the STI is to reward executives for

meeting measurable objectives linked to a financial year.

The table below sets out the key terms for the STI plan granted to executives during the year ended 31 March 2022.

FeatureApproach

PurposeAlign individual performance with Oceania objectives.

Provide individuals with a competitive market position for total reward (ie variable

and fixed pay components).

EligibilityThose considered for participation in the STI programme must be able to impact

the performance of their work area or function and also contribute to Oceania’s

overall performance.

InstrumentCash.

Performance criteriaThe following criteria must be met before any payments are made:

– Underlying EBITDA target for the financial year

– Targets related to the delivery of strategic pillar initiatives

– Targets focused on delivery of key business projects

– Achievement of a health and safety target.

c. Long Term Incentive

Oceania has as its LTI a performance share rights plan. The value and targets for the LTI plan are determined by the Board

and are designed to provide an incentive to executives, retain key talent within the executive team and align the interests

of the executive team and shareholders through the successful execution of Oceania’s strategy.

The table below sets out the key terms for the grants made to the executives under the LTI plan during the year ended

31 March 2022.

FeatureApproach

EligibilityThe Board determines whether an LTI plan will operate and the extent (if any)

to which each executive is invited to participate in an LTI plan each year.

InstrumentParticipants receive an allocation of Performance Share Rights.

Participants are granted a share right dollar allocation as assessed by the Board with

reference to external benchmarking. The number of Performance Share Rights to be

allocated to each participant is determined by applying an external valuation which

takes into account the probability of vesting and the probability of share value.

If the relevant performance hurdles are met at the end of a performance period,

some or all of the Performance Share Rights will become Qualifying Share Rights.

If the participant remains employed with Oceania until the vesting date, the

Qualifying Share Rights will vest and be eligible for conversion into ordinary shares

in Oceania for nil consideration.

On conversion, participants will receive one ordinary share per Qualifying Share

Right, less an adjustment for the amount of PAYE tax paid by Oceania on the

participant’s behalf for the benefit which the participant receives from the scheme.

Performance periodThree years from 1 April 2021 to 31 March 2024.

Performance hurdlesThere are two performance hurdles, with a 50% weighting for each:

– TSR Performance Hurdle: Oceania’s total shareholder return in the performance

period is greater than the 35th percentile total shareholder return of the NZX50

group of companies.

– EPS Performance Hurdle: Oceania’s annual growth in underlying earnings

before interest, tax, depreciation and amortisation per share over the relevant

performance period is equal to or greater than 10% per year.

Dividends and voting rightsPerformance Share Rights do not have voting rights or entitlement to dividends.

come from within.

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CORPORATE GOVERNANCE

Cessation of employment– If a participant ceases to be employed due to an Involuntary Event (such as
death, redundancy or total permanent illness or injury), the Board may, in its

absolute discretion determine whether the participant’s Qualifying Share Rights

and Performance Share Rights may be retained by the participant as if he or she

remained employed by Oceania, or whether the vesting of such Qualifying Share

Rights and Performance Share Rights may be accelerated. Any Performance

Share Rights that are not retained or vested will lapse.

– If a participant ceases to be employed for any other reason, all of the

participant’s Performance Share Rights and Qualifying Share Rights will lapse.

VestingAlthough Performance Share Rights become Qualifying Share Rights at the end of

each year (subject to meeting the performance hurdles), participants must wait until

the vesting date for the Qualifying Share Rights to become eligible to convert into

ordinary shares.

The terms of the LTI plan will be amended for the year ended 31 March 2023. The table below sets out the key terms for the

invitation to executives to participate in the LTI plan during the year ended 31 March 2023.

FeatureApproach

EligibilityThe Board determines whether an LTI plan will operate and the extent (if any)

to which each executive is invited to participate in an LTI plan each year.

InstrumentParticipants receive an allocation of Performance Share Rights.

Participants are granted a share right dollar allocation as assessed by the Board

with reference to external benchmarking. The number of Performance Share Rights

to be allocated to each participant will be determined based on the volume weighted

average share price (VWAP) calculated over a 20 working day period on either side

of the year end results announcement.

If the performance hurdle is met at the end of a performance period, some or all of

the Performance Share Rights will become Qualifying Share Rights.

If the participant remains employed with Oceania until the vesting date, the

Qualifying Share Rights will vest and be eligible for conversion into ordinary shares

in Oceania for nil consideration.

On conversion, participants will receive one ordinary share per Qualifying Share

Right, less an adjustment for the amount of PAYE tax paid by Oceania on the

participant’s behalf for the benefit which the participant receives from the scheme.

Performance periodThree years from 1 April 2022 to 31 March 2025.

Performance hurdleTSR Performance Hurdle: Oceania’s total shareholder return in the performance

period relative to total shareholder return of the NZX50 group of companies. If

Oceania is in the bottom quartile of TSR performance for the NZX50 group, then

no Performance Share Rights will become Qualifying Share Rights. If Oceania is

between 25% and 75% of TSR performance for the NZX50 group, then Performance

Share Rights will become Qualifying Share Rights on a sliding scale. If Oceania is in

the top quartile of TSR performance for the NZX50 group, then 100% of Performance

Share Rights will become Qualifying Share Rights.

Dividends and voting rightsPerformance Share Rights do not have voting rights or entitlement to dividends.

Cessation of employment– If a participant ceases to be employed due to an Involuntary Event (such as

death, redundancy or total permanent illness or injury), the Board may, in its

absolute discretion determine whether the participant’s Qualifying Share Rights

and Performance Share Rights may be retained by the participant as if he or she

remained employed by Oceania, or whether the vesting of such Qualifying Share

Rights and Performance Share Rights may be accelerated. Any Performance

Share Rights that are not retained or vested will lapse.

– If a participant ceases to be employed for any other reason, all of the

participant’s Performance Share Rights and Qualifying Share Rights will lapse.

VestingAlthough Performance Share Rights become Qualifying Share Rights at the end of

each year (subject to meeting the performance hurdles), participants must wait until

the vesting date for the Qualifying Share Rights to become eligible to convert into

ordinary shares.

Better experiencesOCEANIA

102

ANNUAL REPORT 2022

CORPORATE GOVERNANCE (continued)

CEO Remuneration
The remuneration for the CEO for the year ended 31 March 2022 is as follows

1

:

Total fixed remuneration

Base

Salary

Other

BenefitsSTISubtotalLTIP

Remuneration

Total

$601,839$61,802$292,500$956,141$252,926$1,209,067

1 The total fixed remuneration and STI figures shown above include all monetary payments actually paid during the course of the year ended

31 March 2022, which include performance incentive payments for the ten month period ended 31 March 2021. The table does not include amounts

paid after 31 March 2022 that relate to the year ended 31 March 2022.

The remuneration for the CEO for the 10 month period ended 31 March 2021 (being the prior comparative period) was as follows:

Total fixed remuneration

Base

Salary

Other

BenefitsSTISubtotalLTIP

Remuneration

Total

Brent Pattison

1

$28,931

2

$1,350

2

0

3

$30,281$9,032

2

$39,313

Earl Gasparich

4

$394,980

5

$31,073

5

$106,500$532,553-$532,553

Total for CEO

$423,911$32,423$106,500$562,834$9,032$571,866

1 Mr Pattison became acting CEO on 6 March 2021 and CEO on 22 March 2021.

2 Salary, other benefits and LTIP pro-rated from Mr Pattison’s 6 March 2021 start date.

3 Mr Pattison’s STI received during the year is not included as the STI related to the period in which Mr Pattison was Chief Financial Officer.

4 Mr Gasparich resigned from the position as CEO on 6 March 2021.

5 Salary and other benefits pro-rated to the date that Mr Gasparich resigned as CEO (being 6 March 2021).

Fixed remuneration

In the year ended 31 March 2022, the CEO, Mr Pattison received fixed remuneration of $663,641. This includes a base salary,

the provision of a carpark, a vehicle allowance and KiwiSaver contributions.

STI payment

In the year ended 31 March 2022, Mr Pattison received an STI payment of $292,500 for the achievement of certain targets

in the 10 month period to 31 March 2021, during which time Mr Pattison held the role of Chief Financial Officer of Oceania

(until 6 March 2021).

In relation to the STI for the year ended 31 March 2022, targets were set with reference to a 10% increase in underlying

EBITDA, sales and resale volumes, occupancy rates, the number of units under construction, retention of key staff, the

number of care centres achieving three or four year certification, a health and safety target and an acquisition target.

Mr Pattison’s STI entitlement under the STI for the year ended 31 March 2022 is $292,500 and it is expected that Mr Pattison

will receive the STI entitlement in respect of the year ended 31 March 2022. This payment will be made in May 2022.

LT I p a y m e n t

During the year ended 31 March 2022, Mr Pattison received long term incentive benefits (comprising of performance share

rights) of $252,926 value at the time of grant.

The performance conditions for the Performance Share Rights granted during the year ended 31 March 2022 are

described above.

Mr Pattison, together with other executives, will be issued with Performance Share Rights in relation to the performance

period 1 April 2022 to 31 March 2025.

Long term incentives in the form of equity instruments received by Mr Pattison to date are:

Grant DateVesting DateInstrumentStatus

LTI 2021/20241 April 202131 March 2024375,000 Performance Share RightsUnvested

LTI 2020/202315 September 202031 March 2023521,739 Performance Share RightsUnvested

Key terms of CEO employment contract

The table below sets out the key terms of Mr Pattison’s employment contract:

Contract

duration

Notice period

– company

Notice period

– CEO

Termination provision

(where notice provided)

Post-employment

restraint

Ongoing until terminated

by either party

6 months unless

for cause

6 months6 months12 months

come from within.

103

CORPORATE GOVERNANCE

Directors’ Fees
Directors’ remuneration is paid in the form of fees. A higher level of fees is paid to the Chair to reflect the additional time and

responsibilities that this position involves. Additional fees are payable in respect of work carried out by the Chairs of the Audit

Committee, People and Culture Committee and the Clinical and Health and Safety Committee.

Non- executive Directors do not receive performance-based remuneration.

Total remuneration for non-executive Directors is subject to an aggregate fee pool limit. As at 31 March 2022, the maximum

fee pool for non-executive Directors was $762,500 per annum. The pool was last fixed five years ago at $582,500 per annum

when there were five Directors. The pool has increased and decreased since then with the appointment and resignation of

Directors in accordance with NZX Listing Rule 2.11.3.

Director Remuneration paid for the year ended 31 March 2022

Director

Board

Fees

Audit

Committee

Clinical and

Health and

Safety

Committee

People

and Culture

Committee

Total

Remuneration

Elizabeth Coutts (Chair)

$180,000---$180,000

Alan Isaac

$90,000$20,000--$110,000

Dame Kerry Prendergast

$90,000-$15,000-$105,000

Sally Evans

$90,000--$ 7, 5 0 0$ 9 7, 5 0 0

Patrick McCawe

1

$78,750---$78,750

Gregory Tomlinson

$90,000---$90,000

Robert Hamilton

2

$48,452---$48,452

Peter Dufaur

2

$48,452---$48,452

1 Patrick McCawe resigned as a Director with effect from 16 February 2022.

2 Robert Hamilton and Peter Dufaur were appointed as Directors on 17 September 2021.

The above fees exclude GST and expenses.

Employees’ Remuneration

Oceania did not employ people directly in the year ended 31 March 2022. All employees are employed by the subsidiaries

of Oceania. The number of employees and former employees of Oceania’s subsidiaries, not being a Director of Oceania,

who received remuneration and other benefits the value of which was or exceeded $100,000 during the financial year ended

31 March 2022 is set out in the table of remuneration bands below.

The remuneration figures shown in the “Remuneration” column include all monetary payments actually paid during the

course of the year ended 31 March 2022, which include performance incentive payments for the ten month period ended

31 March 2021. The table does not include amounts paid after 31 March 2022 that relate to the year ended 31 March 2022.

RemunerationNumber of EmployeesRemunerationNumber of Employees

$100,000 - $109,999

19

$230,000 - $239,999

1

$110,000 - $119,999

13

$240,000 - $249,999

1

$120,000 - $129,999

12

$250,000 - $259,999

1

$130,000 - $139,999

13

$280,000 - $289,999

1

$140,000 - $149,999

10

$290,000 - $299,999

2

$150,000 - $159,999

9

$300,000 - $309,999

1

$160,000 - $169,999

2

$320,000 - $329,999

2

$170,000 - $179,999

3

$350,000 - $359,999

1

$180,000 - $189,999

2

$400,000 - $409,999

2

$190,000 - $199,999

1

$410,000 - $419,999

1

$200,000 - $209,999

4

$1,200,000 - $1,209,999

1

$210,000 - $219,999

3

Better experiencesOCEANIA

104

ANNUAL REPORT 2022

CORPORATE GOVERNANCE (continued)

Statutory Disclosures
Disclosure of Directors’ Interests

The following particulars were entered in the Interests Register kept for Oceania and its subsidiaries during the year ended

31 March 2022:

Alan Isaac: Disclosed he ceased to hold the following position: President of Institute of Directors.

Dame Kerry Prendergast: Disclosed she ceased to hold the following positions: Board Member of Wellington Phoenix

Football Club; Member of Three Waters Programme Advisory Board.

Disclosed the following new positions: Chair of Victoria University Foundation; Director of FINNZ.

Gregory Tomlinson: Disclosed the following new positions: Director of Villa Maria Estate Limited; Director of Terra Vitae

Vineyards Limited.

Robert Hamilton: Disclosed the following positions: Director of Tourism Holdings Limited; Director of Westpac New Zealand

Limited; Director of Stelvio Consulting Limited; Director of Kamari Consulting Limited; Board Trustee of Auckland Grammar

School; and Consultant to Synlait Milk Limited (through Stelvio Consulting Limited).

Peter Dufaur: Disclosed the following positions: Director of Rakino Way Investments Limited; Director of Mens Welding Club

Limited; Director of Ockleston Holdings Limited; Director of Ockleston Investments Limited; Director of Wellsford Welding

Club Limited; Director of Welding Holdings Limited; Director of Pagan Properties Limited; Director of Drury Lane GP Limited;

Director of Mayfair Investment 2101 Limited; Director of Mayfair Investment 1901 Limited; Director of Mayfair Group Limited;

Director of Druces Road Investment Limited; Director of MD Investment Holdings Limited; Director of Arch Hill Investment

Limited; Director of Dufaur Investment Trustee Limited; Director of Symonds Street Investments Limited; Director of Mayfair

Drury 2102 Limited; and Director of Bounty Lane Limited.

Specific Disclosures

There were no specific disclosures made by Directors during the year ended 31 March 2022 of any interests in transactions

with Oceania or any of its subsidiaries.

Use of Company Information

During the year ended 31 March 2022, the Board did not receive any notices from Directors requesting use of Oceania’s or

any of its subsidiaries’ information.

Securities Dealings of Directors

Dealings by Directors of Oceania in relevant interests in Oceania’s ordinary shares during the year ended 31 March 2022

are entered in the Interests Register:

Director

Number of

ordinary shares

Nature of

relevant interest

Acquisition

/ disposal

Consideration

(per share)

Date of

transaction

Elizabeth Coutts

39,074

Beneficial ownershipAcquisition

$1.28

16 April 2021

Alan Isaac

15,339

Beneficial ownershipAcquisition

$1.28

16 April 2021

Dame Kerry Prendergast

31,259

Registered and

beneficial ownership

Acquisition

$1.28

16 April 2021

Gregory Tomlinson

78,148

Beneficial ownershipAcquisition

$1.28

16 April 2021

Elizabeth Coutts

23,122

Beneficial ownershipAcquisition

$1.40

22 June 2021

Alan Isaac

2,862

Beneficial ownershipAcquisition

$1.40

22 June 2021

Dame Kerry Prendergast

3,437

Registered and

beneficial ownership

Acquisition

$1.40

22 June 2021

Sally Evans

828

Registered and

beneficial ownership

Acquisition

$1.40

22 June 2021

Gregory Tomlinson

358,936

Beneficial ownershipAcquisition

$1.40

22 June 2021

Alan Isaac

10,000

Beneficial ownership Acquisition

$1.48

28 July 2021

Gregory Tomlinson

6 6 8,674

Beneficial ownershipAcquisition

$1.40

12 October 2021

come from within.

105

CORPORATE GOVERNANCE

Director
Number of

ordinary shares

Nature of

relevant interest

Acquisition

/ disposal

Consideration

(per share)

Date of

transaction

Gregory Tomlinson

731,326

Beneficial ownershipAcquisition

$1.42

14 October 2021

Gregory Tomlinson

350,000

Beneficial ownershipAcquisition

$1.41

15 October 2021

Gregory Tomlinson

55,000

Beneficial ownershipAcquisition

$1.41

18 October 2021

Gregory Tomlinson

28,729

Beneficial ownershipAcquisition

$1.41

19 October 2021

Elizabeth Coutts

25,000

Beneficial ownershipAcquisition

$1.31

30 November 2021

Elizabeth Coutts

25,000

Beneficial ownership Acquisition

$1.31

3 December 2021

Sally Evans

19,100

Registered and

beneficial ownership

Acquisition

$1.33

7 December 2021

Sally Evans

12,000

Registered and

beneficial ownership

Acquisition

$1.33

8 December 2021

Peter Dufaur

74,8 0 0

Registered and

beneficial ownership

Acquisition

$1.34

8 December 2021

Elizabeth Coutts

25,667

Beneficial ownershipAcquisition

$1.28

20 December 2021

Alan Isaac

3,272

Beneficial ownershipAcquisition

$1.28

20 December 2021

Dame Kerry Prendergast

3,796

Registered and

beneficial ownership

Acquisition

$1.28

20 December 2021

Sally Evans

917

Registered and

beneficial ownership

Acquisition

$1.28

20 December 2021

Gregory Tomlinson

428,444

Beneficial ownershipAcquisition

$1.28

20 December 2021

Directors’ Interests in Shares

Directors of Oceania have disclosed the following relevant interests in shares as at 31 March 2022:

DirectorNumber of shares in which a relevant interest is held

Elizabeth Coutts

1,644,692 shares

Alan Isaac

301,829 shares

Dame Kerry Prendergast

350,203 shares

Sally Evans

98,025 shares

Gregory Tomlinson

1

26,618,649 shares

Robert Hamilton

40,500 shares

Peter Dufaur

74,8 0 0 shares

1 Gregory Tomlinson’s relevant interests are legally held by Tomlinson Group Investments Limited and Harrogate Trustee Limited.

Better experiencesOCEANIA

106

ANNUAL REPORT 2022

CORPORATE GOVERNANCE (continued)

Indemnity and Insurance
Oceania has granted indemnities, as permitted by the Companies Act 1993 and the Financial Markets Conduct Act

2013, in favour of each of its Directors. Oceania also maintains Directors’ and Officers’ liability insurance for its Directors

and officers.

Auditor’s Fees

Oceania’s external auditor is PricewaterhouseCoopers. Total fees paid to PricewaterhouseCoopers in its capacity as

auditor during the financial year ended 31 March 2022 were $540,000. Total fees paid to PricewaterhouseCoopers

for other professional services (being trustee reporting, requested procedures for the LTIP, advice on the Task Force on

Climate-Related Financial Disclosures (TCFD) gap analysis and materiality matrix workshop and agreed upon procedures

for the Annual Shareholders Meeting) during the financial year ended 31 March 2022 were $76,000. No other fees were

paid to PricewaterhouseCoopers for other professional services.

Donations

During the year ended 31 March 2022, Oceania paid a total of $32,573 in donations.

Listings

Oceania’s shares are listed on the NZX Main Board and the Australian Securities Exchange operated by ASX Limited.

Oceania is listed on ASX as a Foreign Exempt Listing, which means that Oceania is required to comply with the NZX Listing

Rules but it is exempt from the majority of the ASX Listing Rules. In accordance with ASX Listing Rule 1.15.3, Oceania

confirms that it has complied with the NZX Listing Rules for the financial year ended 31 March 2022.

NZX Waivers

Oceania did not apply for or rely upon any waivers from the requirements of the NZX Listing Rules during the financial year

ended 31 March 2022.

Credit Rating

Oceania currently has not sought a credit rating.

Former Directors

Patrick McCawe resigned as a Director of Oceania Healthcare Limited on 16 February 2022.

Jill Birch resigned as a Director of Oceania Village Company Limited, Oceania Care Company Limited and Oceania Group

(NZ) Limited on 1 June 2021.

Subsidiary Company Directors

Brent Pattison and Kathryn Waugh are the Directors of all Oceania’s subsidiaries as at 31 March 2022, with the exception

of OCA Employees Trustee Limited (the Directors of which are Elizabeth Coutts and Sally Evans).

No remuneration is payable, and there is no entitlement to other benefits, for any directorship of a subsidiary.


come from within.

107

CORPORATE GOVERNANCE

SHAREHOLDER AND BONDHOLDER INFORMATION
Twenty Largest Registered Shareholders

(as at 30 April 2022)

Registered ShareholderNumber of Shares% Shares

1

New Zealand Central Securities Depository Limited

(see further table below)

218,040,77330.70

2

FNZ Custodians Limited 50,482,1007. 1 0

3

Custodial Services Limited 4 9 , 6 4 7, 9 4 06.99

4

Forsyth Barr Custodians Limited 39,406,1515.54

5

Hobson Wealth Custodian Limited 30,223,6124.25

6

Tomlinson Group Investments Limited

1

22,751,0553.20

7

New Zealand Depository Nominee Limited 21,093,9932.97

8

JBWere (NZ) Nominees Limited 7,7 6 2 , 3 9 01.09

9

Lennon Holdings Limited 7,000,0000.98

10

H & G Limited 6,000,0000.84

11

FNZ Custodians Limited 5,186,3520.73

12

Andrew Craig Strong and Alison Jean Strong 4,650,4180.65

13

JBWere (NZ) Nominees Limited 4,570,5860.64

14

Harrogate Trustee Limited

1

3 , 8 6 7, 5 9 40.54

15

M A Janssen Limited 3,024,0260.42

16

Forsyth Barr Custodians Limited 2 , 9 6 7, 3 4 30.41

17

Leveraged Equities Finance Limited 2,966,1120.41

18

OCA Employees Trustee Limited 2,624,7310.36

19

ASB Nominees Limited 2,315,9600.32

20

Jinyue Zhang and Ting Wu 2,026,0560.28

Total

486,607,19268.42

1 Gregory Tomlinson’s relevant interests are held by Tomlinson Group Investments Limited and Harrogate Trustee Limited.

Better experiencesOCEANIA

108

ANNUAL REPORT 2022

CORPORATE GOVERNANCE (continued)

New Zealand Central Securities Depository Limited provides a custodial depository service that allows electronic trading
of securities to its members. It does not have a beneficial interest in these shares. Its major holdings of Oceania shares are

held on behalf of:

NameNumber of Shares% Shares

1Citibank Nominees (New Zealand) Limited 26,300,0573.70

2

HSBC Nominees (New Zealand) Limited 23,130,3143.26

3

MFL Mutual Fund Limited 22,350,1143.15

4

Accident Compensation Corporation 21,705,7273.06

5

HSBC Nominees (New Zealand) Limited 21,622,1603.04

6

Generate Kiwisaver Public Trust Nominees Limited 20,959,5282.95

7

BNP Paribas Nominees (NZ) Limited 18,669,3392.63

8

JP Morgan Chase Bank NA NZ16,486,8282.32

9

ANZ Wholesale Trans-Tasman Property Securities Fund 11,061,5771.56

10

ANZ Wholesale Australasian Share Fund 8,321,8251.17

11

TEA Custodians Limited Client Property Trust Account 7, 1 3 1 , 6 9 51.00

12

Simplicity Nominees Limited 5,943,5550.84

13

BNP Paribas Nominees (NZ) Limited 2,934,0400.41

14

Public Trust Class 10 Nominees Limited 2,215,3690.31

15

ANZ Wholesale Property Securities 2,046,3350.29

16

Pathfinder Caresaver 1,736,4090.24

17

Pathfinder Nominees Limited 1,669,4000.24

18

BNP Paribas Nominees (NZ) Limited 1,396,7550.20

19

Public Trust RIF Nominees Limited 898,4410.13

20

ANZ Custodial Services New Zealand Limited 881,8320.12

Spread of Registered Shareholdings

(as at 30 April 2022)

Size of Holding

Number of

Shareholders%

Number of

Shares%

1 – 1,000

96411.17490,4850.07

1,001 – 5,000

2,17825.246,456,0810.91

5,001 – 10,000

1,69619.6512,903,8231.82

10,001 – 100,000

3,38139.17100,351,36514.13

100,001

and over

4124.7759 0,0 02,74 683.07

Total

8,631100.00710,204,500100.00

Substantial Product Holders

According to notices given under the Financial Markets Conduct Act 2013, the following were substantial product holders

of Oceania as at 31 March 2022:

Substantial Product HolderNumber of Shares

% of Shares Held at

Date of NoticeDate of Notice

ANZ New Zealand Investments Limited,

ANZ Bank New Zealand Limited and ANZ

Custodial Services New Zealand Limited

44,885,7006.36013 September 2021

Jarden Securities Limited and Harbour Asset

Management Limited

38,719,9345.45230 March 2022

come from within.

109

CORPORATE GOVERNANCE

Twenty Largest Registered Bondholders OCA 010
(as at 30 April 2022)

Registered BondholderNumber of Bonds% Bonds

1Custodial Services Limited 44,530,00035.62

2

New Zealand Central Securities Depository Limited

(see further table below)

25,543,00020.43

3

FNZ Custodians Limited 17,522,00014.01

4

Hobson Wealth Custodian Limited 10,883,0008.70

5

Forsyth Barr Custodians Limited 5,435,0004.34

6

Investment Custodial Services Limited 2,249,0001.79

7

JB Were (NZ) Nominees Limited 1,375,0001.10

8

FNZ Custodians Limited 640,0000.51

9

FNZ Custodians Limited 620,0000.49

10

Forsyth Barr Custodians Limited 570,0000.45

11

David James Foster and Linda Joyce Foster 500,0000.40

12

F S Investments Limited 500,0000.40

13

Craig John Thompson 500,0000.40

14

Custodial Services Limited 401,0000.32

15

Henry and William Williams Memorial Trust Incorporated 400,0000.32

16

Hugh McCracken Ensor 370,0000.29

17

William Leonard Wright and Gillian Wright 350,0000.28

18

Hobson Wealth Custodian Limited 250,0000.20

19

Robert Raymond Paterson 200,0000.16

20

Gabriele Landvogt 170,0000.13

Total113,008,00090.34

New Zealand Central Securities Depository Limited provides a custodial depository service that allows electronic trading of

securities to its members. It does not have a beneficial interest in these bonds. Its major holdings of Oceania bonds are held

on behalf of:

NameNumber of Bonds% Bonds

1TEA Custodians Limited Client Property Trust Account 12,590,00010.07

2

Generate Kiwisaver Public Trust Nominees Limited 4,080,0003.26

3

Queen Street Nominees ACF PIE Funds 4,075,0003.26

4

Mint Nominees Limited 3,490,0002.79

5

JP Morgan Chase Bank NA NZ Branch 500,0000.4

6

Queen Street Nominees ACF Hobson Wealth 348,0000.28

7

Public Trust RIF Nominees Limited 160,0000.13

8

ANZ Custodial Services New Zealand Limited 110,0000.09

9

BNP Paribas Nominees (NZ) Limited 71,0000.06

10

Westpac Banking Corporate NZ Financial Markets Group 62,0000.05

11

ANZ Bank New Zealand Limited 57,0000.05

Better experiencesOCEANIA

110

ANNUAL REPORT 2022

CORPORATE GOVERNANCE (continued)

Spread of Registered Bondholdings OCA 010
(as at 30 April 2022)

Size of Holding

Number of

Bondholders%

Number of

Bonds%

1,001 – 5,000

143.1970,0000.06

5,001 – 10,000

9321.19908,0000.73

10,001 – 100,000

2976 7. 6 510,133,0008.10

100,001

and over

357. 9 7113,889,00091.11

Total

439100.00125,000,000100.00

Twenty Largest Registered Bondholders OCA 020

(as at 30 April 2022)

Registered BondholderNumber of Bonds% Bonds

1

New Zealand Central Securities Depository Limited

(see further table below)

36,958,00036.95

2

Custodial Services Limited 22,213,00022.21

3

FNZ Custodians Limited 11,237,00011.23

4

Forsyth Barr Custodians Limited 9,915,0009.91

5

Hobson Wealth Custodian Limited 5,342,0005.34

6

FNZ Custodians Limited 1,371,0001.37

7

Investment Custodial Services Limited 1,070,0001.07

8

Forsyth Barr Custodians Limited 1,039,0001.03

9

JB Were (NZ) Nominees Limited 417,0000.41

10

KIWIGOLD.CO.NZ Limited 400,0000.4

11

Hobson Wealth Custodian Limited 209,0000.2

12

Custodial Services Limited 188,0000.18

13

JB Were (NZ) Nominees Limited 175,0000.17

14

Paul Arnold Aitken 170,0000.17

15

FNZ Custodians Limited 158,0000.15

16

Forsyth Barr Limited 155,0000.15

17

Forsyth Barr Custodians Limited 150,0000.15

18

Lili Wang 150,0000.15

19

Woodford Enterprises Limited 150,0000.15

20

Visregen Technologies Limited 140,0000.14

Total91,607,00091.53

come from within.

111

CORPORATE GOVERNANCE

Better experiencesOCEANIA
112

ANNUAL REPORT 2022

New Zealand Central Securities Depository Limited provides a custodial depository service that allows electronic trading of

securities to its members. It does not have a beneficial interest in these bonds. Its major holdings of Oceania bonds are held

on behalf of:

NameNumber of Bonds% Bonds

1Generate Kiwisaver Public Trust Nominees Limited 12,200,00012.20

2

National Nominees Limited 9,553,0009.55

3

Westpac Banking Corporate NZ Financial Markets Group 5,815,0005.82

4

TEA Custodians Limited Client Property Trust Account 5,470,0005.47

5

BNP Paribas Nominees (NZ) Limited 1,860,0001.86

6

Queen Street Nominees ACF PIE Funds 1,250,0001.25

7

JP Morgan Chase Bank NA NZ Branch 700,0000.70

8

Queen Street Nominees ACF Hobson Wealth 110,0000.11

Spread of Registered Bondholdings OCA 020

(as at 30 April 2022)

Size of Holding

Number of

Bondholders%

Number of

Bonds%

1,001 – 5,000

5310.84265,0000.27

5,001 – 10,000

1342 7. 41,094,0001.09

10,001 – 100,000

27355.836,784,0006.78

100,001

and over

295.9391,857,00091.86

Total

489100100,000,000100

CORPORATE GOVERNANCE (continued)

come from within.
I’ve always enjoyed

having a project...

Gary – Resident at The BayView

Building connections...

(Continued from page 05)

After 23 years by the coast,

Gary and wife Shirley have sold

up at Waihi Beach, and with

his hand-crafted boat finding a

new home in the Tasman region

(having traversed Cook Strait),

Gary is a resident at The BayView

and getting involved with a new

project; building and making

connections while he’s doing it.

New to bowls, he’s not only playing the

game, connecting with other residents and

forging new friendships, he’s also been

helping good friend Terry create bespoke

bowls containers for the bowling fraternity,

in the residents’ tools workshop (the ‘man

cave’) at The BayView. It’s a great initiative

that’s bringing even more community

energy to The BayView.

The individually named and meticulously

finished carved wooden carriers are a huge

hit with the bowlers.

“The boys” have thoughtfully designed and

built two styles of carrier, one large that

carries all four bowls in a single carrier,

and a 2-bowl version, predominantly for

the ladies, allowing them to carry a bowls

carrier in each hand and distribute their

weight evenly. Clever.

Gary of course, gives all the credit to Terry,

“he made it happen, I just like to help out”.

Yep, just helping out. A lifelong commitment

from a quietly spoken community hero.

At The BayView, Gary’s finding ways to

connect with his new home and contribute

to the village, and he might say he’s getting

plenty back.

113

oceaniahealthcare.co.nz

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