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Summerset Launches Fixed Rate Retail Bond Offer

Debt Issuance26 February 2024SUMHealthcare

Retail Bond
Presentation

1

Summerset Group Holdings Limited

27 February 2024

Joint Lead Managers

Summerset at Pōhutukawa Place (Bell Block, New Plymouth)

2
Disclaimer

Retail Bond Presentation

Disclaimer

This presentation has been prepared by Summerset Group Holdings Limited (SGHL or the Issuer) in relation to the offer of Bonds described in this presentation (Bonds). The offer of the Bonds is made in reliance upon

the exclusion in Clause 19 of schedule 1 of the Financial Market Conduct Act 2013 (FMCA). The offer of SGHL’s fixed rate, guaranteed, secured, unsubordinated Bonds is an offer of Bonds that have identical rights,

privileges, limitations and conditions (except for the interest rate and maturity date) as SGHL’s bonds maturing on 24 September 2025, which have a fixed interest rate of 4.20 percent per annum, bonds maturing on 21

September 2027, which have a fixed interest rate of 2.30 percent per annum, and bonds maturing on 9 March 2029, which have a fixed interest rate of 6.59 percent per annum (the Existing Bonds). The Existing Bonds

are currently quoted on the NZX Debt Market under ticker codes SUM020, SUM030 and SUM040 respectively.

SGHL is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX) for the purpose of that information being made available to participants in the market. That information

can be found by visiting www.nzx.com/companies/SUM. The Existing Bonds are the only debt securities of SGHL that are currently quoted and in the same class as the Bonds. Investors should look to the market price of

the Existing Bonds to find out how the market assesses the returns and risk premium for those Bonds.

The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation by the Issuer, the Bond Supervisor, the Arranger, the Joint Lead

Managers or any of their respective directors, officers, employees, affiliates, agents or advisers to subscribe for, or purchase, any of the Bonds. Nothing in this presentation constitutes legal, financial, tax or other advice.

The information in this presentation does not take into account the particular investment objectives, financial situation, taxation position or needs of any person. You should make your own assessment of an investment in

the Issuer or the Bonds and should not rely on this presentation. In all cases, you should conduct your own research on the Issuer and analysis of any offer, the financial condition, assets and liabilities, financial position and

performance, profits and losses, prospects and business affairs of the Issuer, and the contents of this presentation. An indicative terms sheet dated 27 February 2024 (Terms Sheet) has been prepared in respect of the

offer of the Bonds. You should read the Terms Sheet before deciding to purchase the Bonds.

The information in this document has been obtained from sources which the Issuer believes to be reliable and accurate at the date of preparation, but its accuracy, correctness and completeness cannot be guaranteed.

None of the Arranger or Joint Lead Managers, nor any of their respective directors, officers, employees and agents: (a) accept any responsibility or liability whatsoever for any loss arising from this presentation or its contents

or otherwise arising in connection with the offer of Bonds; (b) authorised or caused the issue of, or made any statement in, any part of this presentation; and (c) make any representation, recommendation or warranty,

express or implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information, statement or opinion contained in this presentation and accept no

liability (except to the extent such liability is found by a court to arise under the Financial Markets Conduct Act 2013 or cannot be disclaimed as a matter of law).

This presentation contains certain forward-looking statements with respect to the Issuer. All of these forward-looking statements are based on estimates, projections and assumptions made by the Issuer about

circumstances and events that have not yet occurred. Although the Issuer believes these estimates, projections and assumptions to be reasonable, they are inherently uncertain. Therefore, reliance should not be placed

upon these estimates or forward-looking statements and they should not be regarded as a representation or warranty by the Issuer, the directors of the Issuer or any other person that those forward-looking statements will

be achieved or that the assumptions underlying the forward-looking statements will in fact be correct. It is likely that actual results will vary from those contemplated by these forward-looking statements and such variations

may be material.

The Bonds may only be offered for sale or sold in New Zealand in conformity with all applicable laws and regulations in New Zealand. This presentation may not be distributed and no Bonds may be offered for sale or sold

in any other country or jurisdiction except with the prior consent of the Issuer and in conformity with all applicable laws and regulations of that country or jurisdiction and the selling restrictions contained in the Terms Sheet.

Persons who receive this presentation and/or the Terms Sheet outside New Zealand must inform themselves about and observe all such restrictions. Nothing in this presentation is to be construed as authorising its

distribution, or the offer or sale of the Bonds, in any jurisdiction other than New Zealand and the Issuer accepts no liability in that regard.

Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market and all the requirements of NZX relating thereto that can be complied with on or before the distribution of the Terms Sheet

have been duly complied with. However, NZX accepts no responsibility for any statement in this document. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.

Certain financial information contained in this presentation is prepared on a non-GAAP basis. “Underlying profit” is a non-GAAP measure and differs from NZ IFRS profit. Underlying profit does not have a standardised

meaning prescribed by GAAP and therefore may not be comparable to similar financial information presented by other entities. The underlying profit measure is intended to assist readers in determining the realised and

unrealised components of fair value movement of investment property, impairment and tax expense in the Summerset Group’s income statement. The measure is used internally in conjunction with other measures to

monitor performance and make investment decisions. Underlying profit is a measure which the Summerset Group uses consistently across reporting periods.

Refer to Note 2 of the 2023 Financial Statements for a reconciliation of non-GAAP underlying profit to GAAP net profit after tax.

2

3
Agenda

Offer Highlights

Business Overview

Financial Performance

Funding and Security Structure

Offer Terms and Timetable

Questions

Appendix

04

03

02

01

05

06

07

Summerset Cambridge, Waikato District

4
Offer Highlights

4

Bond offer further diversifies funding sources and provides tenor

Offer highlights

▪Total bank debt facilities of approximately $1.5b and total retail bonds of $450m before the offer

▪Net debt of $1.4b as at 31 December 2023

▪This bond will be used to repay a portion of existing drawn bank debt and/or for general corporate purposes, whilst also

providing further diversification of funding sources and tenor

▪The existing bank debt facilities will remain in place providing funding headroom to continue our strong, well-managed

development growth

Retail bond offerDetails

IssuerSummerset Group Holdings Limited (listed on the NZX and ASX)

InstrumentFixed rate, guaranteed, secured, unsubordinated bonds (Bonds)

Guarantee and Security

Provided by the Issuer and each of the other Guarantors

Equal ranking with Summerset’s bank lenders and existing bondholders

Issue SizeUp to $75m, with the ability to accept oversubscriptions of up to an additional $50m at the Issuer’s discretion

Maturity6 year Bonds, maturing Friday 8 March 2030

Credit RatingThe Bonds will not be rated

QuotationApplication to quote the Bonds on the NZX Debt Market (NZDX) has been made

Joint Lead ManagersCBA, Craigs Investment Partners, Forsyth Barr, and Jarden

Retail Bond Presentation

Business
Overview

5

Summerset at Monterey Park (Hobsonville)

Investment highlights
Retail Bond Presentation

Business Overview

6

Compelling fundamentals in the retirement village and aged care sector,

driven by an ageing population and increasing market penetration

Well positioned for growth with largest New Zealand land bank for a

retirement village operator and a successful track record of delivering new

retirement units and care beds

Australia is a substantial opportunity to replicate the growth and success in

NZ with capacity to build over 2,100 units across seven Australian villages

Strong corporate governance and experienced management team with a

25+ year track record of consistent delivery in both operational and development

capability

Strong balance sheet with quality assets and a prudent approach to capital

management

Funding is primarily used as working capital to fund developments through

their lifecycle, with debt recycled out of villages into new developments as they

are built and sold down

1

2

3

4

5

6

Summerset snapshot
Retail Bond Presentation

Business Overview

Diversified portfolio and land bank throughout

New Zealand and Australia

7

Our peopleOur careOur portfolio

8,000+

Residents

2,800+

Staff members

1,284

Care units in

portfolio

1

1,338

Care units in

land bank

6,087

Retirement units

in portfolio

5,571

Retirement units

in land bank

$6.9b

Total assets

Our capital

$2.4b

Market

capitalisation

34.7%

Gearing

2

1. Care units includes care suites, memory care apartments and care beds

2. Gearing is defined as net debt divided by net debt plus equity

Information as at 31 December 2023 unless otherwise stated

Dual Listed

NZX / ASX since 2011

Summerset background
Continuum of care continues to offer a compelling proposition to our residents

Business Overview

▪Continuum of care provides peace of mind for our

residents as they will be cared for when their health needs

change in the future

▪Alignment of quality care and facilities across all our

villages with a focus on quality not scale

▪Industry-leading dementia strategy, memory care centres

and support throughout our villages

▪Offering care attracts older residents to our retirement units

leading to a shorter average tenure

▪In NZ, Summerset’s aged care offering is focused on

providing care for its own retirement village residents to

age in one place – and as such has a lower proportion of

aged care than its NZ peers (who typically also provide

aged care to the wider community)

▪The continuum of care model is less common in Australia

and provides a competitive advantage when entering this

market. New residents are conscious of their future care

needs and consider this when choosing retirement villages

8

Retail Bond Presentation

8

Summerset Sessions

Virtual reality experience

Lumin technology

Services

Accommodation

SummersetProvides ComprehensiveContinuum of Care

Independent

Living Units

Villa

Independent

Apartment

Assisted

Living

Serviced

Apartment

Specialised

Care

Rest Home

Care

Memory

Care

Hospital

Care

Services

Accommodation

9
▪Land bank with capacity to build an additional 6,909 new units in

New Zealand and Australia, including 5,571 retirement units* and

1,338 care units**, positions us well for further delivery growth

beyond FY23

▪A large and geographically diverse land bank allows delivery

over a greater number of sites, providing flexibility to capitalise

on positive market opportunities

▪Twenty greenfield sites in New Zealand including St Johns,

Cambridge, Lower Hutt, Milldale, Prebbletonand Waikanae

▪Seven greenfield sites in Australia at Cranbourne North,

Chirnside Park, Torquay, Mernda, Drysdale, Craigieburn and

Oakleigh South

▪Secured “approved provider” status from the Department of

Health in Australia to deliver residential aged care and home

care services

Total portfolio by main operator

Portfolio weighting by main operator

Summerset has the second largest existing portfolio and the largest

land bank of NZ listed peers

Summerset has the lowest weighting towards aged care of NZ listed

peers

Summerset is the second largest and fastest growing operator in the New Zealand retirement sector

Well positioned for growth

Business Overview

Retail Bond Presentation

7,371

13,896

5,760

4,267

6,909

5,294

2,239

1,534

SummersetPeer APeer BPeer C

Existing portfolioLand bank

*Retirement units include villas, apartments and serviced apartments.

**Care units include memory care apartments, care suites and care beds.

83%

67%

70%

44%

17%

33%

30%

56%

SummersetPeer APeer BPeer C

Retirement unitsCare units

Operational overview
A design, build, own, operate model. Cash flows are generated from three key sources

Business Overview

10

Retail Bond Presentation

Virtual reality experience

Lumin technology

Accommodation

OperationsCash flows

1. Agedcare

services

Provision of care in serviced apartments, memory

care apartments, rest home and hospital facilities

■Provide a high standard of quality aged care services

■Rest home, hospital and memory care fees

■Stable cash flows

■Includes Government funding for specified contracted

services

2. Asset

management

Daily operation of integrated retirement and aged care

communities

■Manage a portfolio of retirement village and aged care

assets

■Manage ongoing sales of Occupation Rights

■Refurbish periodically to maintain economic value

■Deferred Management Fees (DMF) –primary source of

income for established villages

■Gains on resale of Occupation Rights

■Weekly resident levies and village service fees –stable

cash flows, contribute to operational costs

3. Retirement

village

development

Design and construction of integrated retirement and

aged care communities

■Cost efficient quality construction of villages specifically

designed for older residents

■Build villages that integrate into the local environment,

providing residents with warm, welcome and vibrant

communities

■Occupation Right sales

■Development margin

Our environment
Environmental performance and sustainability

Business Overview

11

Retail Bond Presentation

Electric vehicle rollout

AAA

4.9*

A-

A-

B

ESG RATING

(2023)

ESG RATING (2023)

ESG RATING (2022)

SUPPLIER ENGAGEMENT (2022)

CLIMATE CHANGE (2023)

Rating scored out of 5

Aged care sector average 4.4

New Zealand average 4.3

Aged care sector average B-

New Zealand average C+

Rates our supply chain

engagement on climate

related issues

Health care organisations

around the world achieved an

average score of ‘C’

Solar implementation

Latest sustainability ratings

▪Summerset is a market leader in sustainability in the retirement

and aged care sectors, performing well on key rating indices

▪We strive to develop, build and manage more sustainable

retirement villages in both New Zealand and Australia

▪Now invested over $1.5m in renewable energy opportunities

and solution projects to reduce our carbon emissions

▪Enhanced our electric vehicle infrastructure – our EV charge

station roll out progressing well with nine villages now also

having electric vehicles available for residents to use

▪Successfully installed solar panels at our Nelson, Karaka and

Manukau villages, and have commenced the roll out of solar

onto our new main buildings, starting at our Richmond village

▪Introduced formal measurement of water consumption and

installed water meters to better understand water usage in our

villages

▪Piloted a food waste reduction initiative in conjunction with the

Retirement Villages Association (RVA) and the University of

Otago

▪Implemented other new environment initiatives that include the

planting of an orchard at our Whangārei village and the

replanting of a māhoe forest adjacent to our Waikanae village

▪Our Sustainability Report and climate related disclosures,

which summarise our sustainability progress over past five

years, are available on our website (www.summerset.co.nz)

Waste diversion

Our environment
Environmental performance and sustainability

Business Overview

12

Retail Bond Presentation

Emissions source & measure

2017

(Base year)

202120222023

Gas

Emissions from gas used per

main building m

2

(tCO

2

e/m

2

)

0.0130.0120.0120.011

Fuels

Emissions from fuels used

per operational village (tCO

2

e/village)

9.7711.2312.3213.34

Electricity (scope 2)

Emissions from electricity used

per main building m

2

(tCO

2

e/m

2

)

0.0170.0190.0180.001

Travel (Air travel, mileage claims,

taxis)

Emissions used from travel per head

office staff member (tCO

2

e/Head office staff)

2.961.011.902.46

Waste

Emissions from waste per total residents

& staff (tCO

2

e/Residents + Staff)

0.1160.0970.0960.043

Resident electricity

Emissions from resident electricity

per resident (tCO

2

e/Resident)

0.3360.2740.3040.155

Paper

Emissions from paper per

staff member (tCO

2

e/Staff)

0.0200.0110.0090.007

2017 –2022

Original short-term target

2023 –2027*

New short-term target

2017 –2032*

Long-term target

5%34%62%

Reduction in emissions intensity

per $1m of revenue by 2022

(2017 base year)

Reduction in emissions intensity

per square metre by 2027

(2022 base year)

Reduction in emissions intensity

per square metre by 2032

(2017 base year)

16%15%18%

Reduction achievedReduction to dateReduction to date

Our emissions are independently audited by Toitū Envirocare to the ISO14064-1: 2018 standard

* Emissions reduction targets are science aligned and cover scope 1 and 2

▪We have been successfully measuring, managing, and

reporting on our carbon footprint since 2017 (our base year)

▪Winner of Best Operator Led Initiative at the 2023 RVA

Sustainability Awards for achieving a 16% reduction against

our original 2017 – 2022 Toitū emissions target of 5%

▪New target is to reduce emissions intensity 34% per

square metre by 2027 on a baseline year of 2022

▪Long term target remains to reduce emissions intensity

62% per square metre by 2032

▪Member of the Climate Leaders Coalition, meeting the

Statement of Ambition for membership - being a reduction in

emissions to limit future warming to 1.5 degrees Celsius

▪Our focus on waste minimisation and construction waste

avoidance efforts were recognised externally, winning a 2023

Construction Sector Beacon Award

▪Investigating the implementation of a staff Workride scheme

as part of our scope 3 supply chain reporting, supported by

feedback from our 2023 Employee Commuting Survey

▪Established a working group to manage the volume of

embodied carbon in materials and product quantities on

selected unit typologies - enabling us to continue exploring the

use of more sustainable materials

▪New supplier engagement programme in place, focusing on

reducing emissions within our value supply chain

Our sustainability framework and targets
Our vision is to develop villages responsibly, creating a sustainable future for all

Business Overview

13

Retail Bond Presentation

STRATEGIC

GOALS

Reduce our impact on the planet

through efficiency and innovation

•Reduce carbon footprint

•Reduce landfill waste

•Energy efficiency

•Measure water take

•Sustainable design and construction

practices

•Embrace technology including solar

5 year – Short-term carbon target

Reduce emissions intensity per sqm by 34%

by 2027

10+ year – Long-term target

Reduce emissions intensity per sqm by 62%

by 2032

15+ year target - Carbon net zero by 2050

OUR FOCUS

AR EAS

OUR

TARGETS

Contribute to the economic

prosperity of Aotearoa New

Zealand

Create caring communities for

our residents and employees

•Adapt to economic conditions

•Fulfil sustainability-linked lending criteria

•Provide a secure and sustainable

business for shareholders

•Fulfil governance and compliance

obligations

•Act ethically and responsibly

•Support local communities

•Provide a safe workplace

•Staff wellbeing

•Diversity and inclusion

•Grow stakeholder understanding of

sustainability

Sustainability Linked Loans:

Ongoing dementia certification and increase

the number of dementia beds

5% year on year reduction in carbon intensity

per sqm scopes 1, 2, 3 net full value chain

Diversion of construction waste from landfill

(selected scopes)

1.

2.

3.

Scope 3 target:

Engage and encourage 67% of our supply

chain to measure and report their emissions

by 2027 (based on scope 3 emissions)

O u r a f f i l i a t e s

Aged Care Matters

S U S T AI N A B L E

D E V E L O P M E N T

G O AL S

The framework and targets described above are features of Summerset’s banking facilities only – they are not terms of the Bonds.

Business Overview
Our product

Rototuna

14

Retail Bond Presentation

Summerset at Monterey Park (Hobsonville, Auckland)Summerset Mt Denby (Whangārei)

Summerset Cambridge (Waipā District)Summerset by the Dunes (Pāpāmoa Beach, Tauranga)

Summerset Boulcott (Lower Hutt, Wellington)Summerset Waikanae (Kāpiti Coast)
Summerset on the Landing (Kenepuru, Wellington)Summerset Richmond Ranges (Tasman)

15

Retail Bond Presentation

Our product

Business Overview

16
Financial

Performance

Summerset at Monterey Park (Hobsonville)

$106.2m
$98.3m

$141.1m

$171.4m

$190.3m

-

$25m

$50m

$75m

$100m

$125m

$150m

$175m

$200m

FY19FY20FY21FY22FY23

Summary financial metrics

Retail Bond Presentation

Financial Performance

Resilient balance sheet with consistent cash flows and profitability

17

Underlying profit

Total settlements of Occupation Rights

Total assets Net operating cash flows

Retained earnings IFRS NPAT

$3,338m

$3,893m

$4,924m

$5,840m

$6,942m

-

$1,000m

$2,000m

$3,000m

$4,000m

$5,000m

$6,000m

$7,000m

FY19FY20FY21FY22FY23

$237.9m

$266.8m

$383.4m

$369.2m

$398.2m

-

$100m

$200m

$300m

$400m

FY19FY20FY21FY22FY23

$175.3m

$230.8m

$543.7m

$269.1m

$436.3m

-

$100m

$200m

$300m

$400m

$500m

$600m

FY19FY20FY21FY22FY23

$838m

$1,037m

$1,542m

$1,766m

$2,150m

-

$500m

$1,000m

$1,500m

$2,000m

$2,500m

FY19FY20FY21FY22FY23

329

404

540

537

560

323

381

438

470

543

-

200

400

600

800

1,000

1,200

FY19FY20FY21FY22FY23

New salesResales

See slide 18 for detail on the calculation of underlying profit.

Underlying profit
Underlying profit is a non-GAAP measure and differs from NZ IFRS profit for the period. Underlying profit does not have a

standardisedmeaning prescribed by GAAP and therefore may not be comparable to similar financial information presented

by other entities. The Directors have provided an underlying profit measure in addition to IFRS profit to assist readers in

determining the realisedand unrealisedcomponents of fair value movement of investment property, impairment and tax

expense in the Group’s income statement. The measure is used internally in conjunction with other measures to monitor

performance and make investment decisions and has been reviewed by Ernst & Young. Underlying profit is a measure which

the Group uses consistently across reporting periods. Underlying profit is used to determine the dividend payout to

shareholders.

Financial Performance

▪Record underlying profit of $190.3m, up 11% on

FY22

▪The increase is driven by the following:

▪Realised development margin of $121.2m, a

16% increase on FY22, with an average margin

of $216k per unit and record new sale

settlements

▪Deferred management fee of $104.6m, up 13%

▪Realised gain on resales of $88.1m, up 26%,

with an average margin of $162k and record

resale settlements

$190.3m

Underlying profit

11%

Increase on FY22

18

Retail Bond Presentation

NZ$mFY23FY22VarianceFY21

Care fees and village services165.9144.615%126.9

Deferred management fees104.692.313%75.2

Realised gain on resales88.170.226%59.9

Realised development margin121.2104.916%78.5

Other income & interest received1.71.7(3%)3.3

Total income481.6413.816%343.8

Operating expenses248.0211.817%179.0

Depreciation and amortisation15.813.616%11.6

Net finance costs27.517.062%12.0

Total expenses291.3242.420%202.6

Underlying profit190.3171.411%141.1

NZ$mFY23FY22VarianceFY21
Net operating business cash flow*131.5110.319%130.9

Receipts for residents' loans -new sales**266.7

258.9

3%

252.5

Net operating cash flow398.2369.28%383.4

Sale and purchase of land(56.5)

(179.1)

(68%)

(72.0)

Construction of new IP & care facilities(523.3)

(427.9)

22%

(318.3)

Refurb of existing IP & care facilities(19.5)

(11.0)

78%

(8.5)

Care centre upgrades(1.7)

-

-

-

Other investing cash flows(14.6)

(9.5)

54%

(9.7)

Capitalised interest paid(52.8)

(24.2)

118%

(16.5)

Net investing cash flow(668.5)(651.7)3%(425.0)

Net proceeds from borrowings

322.9342.2

(6%)

67.1

Net dividends paid

(34.3)(28.2)

22%

(23.7)

Other financing cash flows

(31.0)(14.6)

113%

(9.2)

Net financing cash flow257.7299.5(14%)34.2

Free cash flow reconciliation NZ$mFY23FY22VarianceFY21

Net operating business cash flow131.5110.319%130.9

Refurb of existing IP & care facilities(19.5)(11.0)78%(8.5)

Interest paid on borrowings(28.4)(14.3)99%(12.4)

Other investing cash flows(14.6)(9.5)54%(9.7)

Payments in relation to lease liabilities(2.6)(1.9)36%(1.8)

Free Cash Flow66.373.6(10%)98.5

Cash flows

Financial Performance

19

▪Net operating cash flows of $398.2m, up from

$369.2m at FY22

▪Net operating business cash flows of $131.5m, which

includes:

▪Deferred management fees of $155.8m for FY23

▪Investment in working capital to support the

business through difficult trading conditions. This

comprised a $2.8m uplift in the repurchase of

stock from outgoing residents and an increase in

advances in resident loans for residents

transferring of $16.4m relative to FY22

▪Increase in refurbishment costs driven by volume and

age of units terminating alongside planned investment

in common spaces - new furniture, solar installation,

cafe upgrades, LED lighting and generators

▪Investing cash out flows of $668.5m, up 3% on FY22,

with the following projects advancing in the period:

▪Main buildings at Bell Block, Cambridge,

Pāpāmoa, Lower Hutt, Te Awa and Whangārei

▪Apartment blocks at Lower Hutt and St Johns

▪Civils spend at new sites including Milldale,

Rangiora and Waikanae

▪Villa construction at 14 villages in New Zealand,

and Cranbourne North in Melbourne, Australia

$398.2m

Net operating cash flows

8%

Increase on FY22

Retail Bond Presentation

* Net operating business cash flow – care fees and village services, interest received, payments to suppliers and employees,

deferred management fees on new sales, deferred management fees on resales, all other net receipts from residents’ loans –

resales

** Receipts for residents’ loans – new sales less deferred management fees on new sales

Balance sheet
$2.1b

Retained

earnings

Total assets

*Facevalueofdrawnbankdebtandretailbonds.Excludescapitalisedandamortisedtransactioncostsforloansand

borrowing,andfairvaluemovementonhedgedborrowings

**Netassetsincludessharecapital,reserves,andretainedearnings

$6.9b

Financial Performance

20

▪Total assets of $6.9b, up 19% on FY22 driven by

portfolio growth and the underlying value in our

existing villages

▪Investment property valuation of $6.4b, up 18% on

FY22

▪Retained earnings are now $2.1b, up 22% from

$1.8b at FY22. This continues to positively impact

balance sheet strength and company gearing ratios

▪Other assets include buildings, primarily care

centres which are valued annually

▪Net tangible assets per share now a sector leading

$11.10

22%

19%

Retail Bond Presentation

NZ$mFY23FY22VarianceFY21

Investment property6,4075,41818%4,580

Other assets534.5422.626%343.5

Total assets6,9425,84019%4,924

Residents' loans2,5072,16516%1,847

Face value of bank loans & bonds*1,3991,07430%749.9

Other liabilities430.2407.56%402.1

Total liabilities4,3363,64719%2,999

Net assets**2,6052,19319%1,925

Embedded value1,6201,4889%1,365

NTA (cents per share)1,110943.918%835.9

Retained earnings2,1501,76622%1,542

34.7%
Debt metrics

201%

ICR coverage

Gearing ratio

*Facevalueofdrawnbankdebtandretailbonds.Excludescapitalisedandamortised

transactioncostsforloansandborrowing,andfairvaluemovementonhedgedborrowings

lesscashandcashequivalents

**Gearingratiocalculation(netdebt/netdebtplusbookequity)differsfromtheSummerset

Group’sbankandbondLVRcovenant(totaldebtoftheSummersetGroup/propertyvalueof

theSummersetGroup)

Financial Performance

▪Gross debt of $1,399m*, up from $1,074m* at FY22

▪Uplift in gross debt driven by increased construction

activity across our developing villages and land

settlements in the period

▪Gearing ratio** of 34.7%, slightly up on FY22 but

down from 35.5% at 1H23

▪Summerset remains well placed to execute on its

growth ambitions

▪The business holds no core debt

▪New Zealand gearing ratio with Australian

growth related debt excluded is 27.7%

▪Summerset’s ICR coverage is 201%, more than

double the required bank covenant measure,

providing a high degree of bank covenant headroom

for the business

ICR coverage ratio

Gross borrowings and gearing

21

Retail Bond Presentation

$348m

$452m

$587m

$673m

$750m

$1,074m

$1,399m

30.2%

31.2%

33.3%

32.6%

27.8%

32.4%

34.7%

-

10%

20%

30%

40%

50%

-

$200m

$400m

$600m

$800m

$1,000m

$1,200m

$1,400m

$1,600m

FY17FY18FY19FY20FY21FY22FY23

Face value of bank loans & retail bondsGearing ratio (%)

237%

223%

210%

201%

-

50%

100%

150%

200%

250%

Q1 2023Q2 2023Q3 2023Q4 2023

ICR

covenant

level

$507.1m
$603.0m

$462.9m

$644.4m

$313.0m

$402.5m

-

$250m

$500m

$750m

$1,000m

$1,250m

$1,500m

$1,750m

$2,000m

Net debt

FY22

Underlying assets

FY22

Net debt

FY23

Underlying assets

FY23

Net debtUndeveloped landDevelopment WIPUnsold new stock

Development assets

$1.7b

Underlying development

assets

Net debt to underlying assets

Financial Performance

22

▪Development assets exceed the value of net debt

by $263.6m, or 19%

▪Development assets comprise:

▪$603.0m relating to undeveloped land, being

the fair value of our Australia and New

Zealand land bank

▪$644.4m for development WIP (villages under

construction), and

▪$402.5m from unsold new sale stock, which is

all delivered new sale stock that is yet to settle

▪Net debt of $1,386m* at FY23, up from $1,049m* at

FY22

Retail Bond Presentation

$234m excess assets

$1,049m

$1,283m

$264m excess assets

$1,386m

$1,650m

* Face value of drawn bank debt and retail bonds less cash and cash equivalents. Excludes

capitalised and amortised transaction costs for loans and borrowing, and fair value movement on

hedged borrowings

Funding and
Security

Structure

23

Summerset Mt Denby (Whangārei, Northland)

Retail Bond Presentation
24

Summerset uses debt to fund the acquisition of land for future

development, and the development of land into villages

Debt is recycled out of completed village developments, into new

developments, as Occupation Right sales occur

The proposed bond will be used to repay a portion of existing drawn bank

debt and/or for general corporate purposes, whilst also providing further

diversification of funding sources and tenor

Total facility (including bonds) has an average tenor of 3.5 years,

increasing to 3.6 years post the issue of the proposed SUM050 bond

▪Summerset has three NZ$ retail bonds on issue totalling $450m

▪NZ bank facility consists of six tranches totalling $775m provided by

seven banks

▪Australian bank facility consists of five AUD tranches totalling

NZ$738m

1

provided by six banks

▪Bank facility has undrawn capacity of $564m as at 31 Dec 23

Summerset debt maturity profile

No debt maturing in 2024

Funding and Security Structure

Bank facility as at 31 December 2023 approximately $1.5b, plus existing $450m of retail bonds

Purpose of debt and maturity profiles

CodeIssue DateMaturitySize

SUM020Sep-18Sep-25NZ$125m

SUM030Sep-20Sep-27NZ$150m

SUM040Mar-23Mar-29NZ$175m

Retail bonds outstanding

1. Denoted in NZD for the purpose of demonstrating debt maturity profile

-

$100m

$200m

$300m

$400m

$500m

$600m

$700m

FY24FY25FY26FY27FY28FY29FY30

Bank facilityNZ bonds

2024 bond offer2024 bond oversubscriptions

Retail Bond Presentation
Funding and Security Structure

Significant headroom on loan to value ratio (LVR) covenant

Loan to value ratio covenant

Key terms of bond LVR covenant*:

▪LVR must not exceed 50%

▪Reported breach of LVR on a test date is an Event of Review

▪If an Event of Review occurs, Summerset must follow a

process specified in the Trust Deed to attempt to remedy the

breach. If the breach has not been remedied at the end of this

process, an Event of Default occurs

▪During any Event of Review or Event of Default, Guarantors

are not permitted to make any distributions to non-Guarantors

▪Bondholders benefit from cross acceleration provisions

▪Management remain comfortable with the current level of

headroom to all bank and bond covenant ratios

Loan to value ratio

*LVR covenant (Total debt/Property value) is less than or equal to 50%, being the ratio of:

(a) Total Debt (which is effectively principal amounts outstanding under Summerset’s bank facilities, bonds and any other

secured facilities); to

(b) Property Value of the Guaranteeing Group’s land and permanent buildings that have been mortgaged to the Security

Trustee

25

36.4%

Bank & bond LVR

FY23FY22

Percent

change

FY21

Gearing ratio (%)**34.7%32.4%7%27.8%

Bank & bond LVR (%)36.4%35.3%3%29.8%

** Gearing ratio calculation (net debt / net debt plus book equity) differs from the Summerset Group’s bank and

bond LVR covenant (total debt of the Summerset Group / property value of the Summerset Group)

Retail Bond Presentation
26

▪Total assets as at 31 December 2023 of $6.9b, including

investment property ($6.4b) and PP&E ($0.4b)

▪Liabilities that rank in priority to the bank debt and bonds

include liabilities preferred by law* and liabilities secured by

Statutory Supervisors’ First Ranking Mortgages (Residents’

loans)

▪Assets of $4.4b remaining available after these claims as

security for current bank debt and bonds

▪Bank debt, bonds and other unsubordinated liabilities that

have the benefit of the security rank on an equal ranking

security basis total $1.4b as at 31 December 2023

▪Bank debt and bonds have the benefit of first ranking

mortgages over undeveloped land owned by the group (land

owning entities not yet registered as retirement villages)

▪ANZ is Security Trustee for both the bonds and the bank debt

▪The New Zealand Guardian Trust Company Limited is the

Bond Supervisor

Financial Position as at 31 December 2023

Funding and Security Structure

Assets of $4.4b available as security for financiers as at 31 December 2023 excluding residents’ loans

Security

* Liabilities preferred by law include employee entitlements, Inland Revenue and rights of creditors

preferred by law

** Other liabilities include items such as trade and other payables, revenue received in advance, deferred

tax liabilities and lease liabilities

$6.9b

$4.4b

$2.6b

$0.0b

$2.5b

$1.4b

$0.4b

-

$1.0b

$2.0b

$3.0b

$4.0b

$5.0b

$6.0b

$7.0b

$8.0b

Total

assets

Liabilites

preferred

by law*

Residents'

loans

Assets

remaining

Total bank

and bond

debt less

cash

(Net debt)

Other

liabilities**

Total

equity

Manager’s interest in retirement villages,

care centres, and other assets

Retail Bond Presentation
27

Summerset Group syndicated lending structure simplified - at 31 December 2023

Security structure

Listed Bond Issuer

and Debtor

Bank Debt

Borrower and

Debtor

Retirement Village

Debtor

Debtor

Summerset

Group Holdings

Listed Bond Issuer

Summerset

Holdings

Bank Debt Borrower

8 NZ Non-Village

Registered

Companies

Land holding

entities

14 NZ Non-Village

Registered

Companies

Non-land holding

entities

37 NZ Village

Registered

Companies

▪Assets secured by first

ranking mortgages

▪Other assets secured

by general security

deed

▪Assets secured by second

ranking mortgages behind the

Statutory Supervisor, second

equal with banks and after

deducting loans to residents

secured by the Statutory

Supervisor

▪Other assets secured by

general security deed

Summerset Group

Guaranteeing Group

100%

in each

100%

in each

100%

in each

Summerset

Holdings (Australia)

Bank Debt Borrower

100%

100%

in each

6 AU Non-Village

Registered

Companies

Land holding

entities

100%

in each

▪Assets secured by first

ranking mortgages

▪Other assets secured

by general security

deed

100%

1 AU Village

Registered

Companies

100%

in each

▪Assets secured by second

ranking mortgages

▪Other assets secured by

general security deed

Funding and Security Structure

17 AU Non-Village

Registered

Companies

Non-land holding

entities

28
Offer Terms

and Timetable

Retail Bond Presentation
29

Offer Terms and Timetable

Key terms of the offer

SummaryDetail

Issuer

Summerset Group Holdings Limited

Instrument

Fixed rate, guaranteed, secured, unsubordinated bonds

Security

Bondholders share the benefit of the same security package as bank lenders. In New Zealand, the Statutory Supervisor has first rights to the proceeds of

security enforcement against all assets of the Village Registered Companies in New Zealand, and the bank lenders and bondholdersshare the remaining

proceeds to which the Security Trustee is entitled on a pro rata basis

In Australia, a Statutory Charge against the land and permanent buildings of any Village Registered Companies in Victoria secures the rights of village

residents and ranks ahead of the Security Trustee’s mortgage. The Security Trustee holds first ranking security over all other assets of any Village Registered

Companies in Victoria

Bank lenders and bondholders have first rights to the proceeds of security enforcement against all assets of Guarantors that areNon-Village Registered

Companies, in both Australia and New Zealand. The proceeds of enforcement available to the Security Trustee may be reduced by the claims of certain

creditors (described as ‘other liabilities’ on slide 26)

Guarantee

Guaranteed by the Guaranteeing Group, consistent with bank lenders and existing bonds. Total assets of the Guarantors must beatleast 90% of the

Summerset Group’s assets and EBITDA of the Guarantors must be at least 90% of the EBITDA of the Summerset Group

Tenor and Maturity Date

6 years, maturing 8 March 2030

Offer Amount

Up to $75,000,000, with the ability to accept oversubscriptions of up to an additional $50,000,000 at the discretion of the Issuer

Credit Rating

The Bonds will not be rated

Interest Rate

Sum of the Issue Margin and the Base Rate, but in any case will be no less than the minimum Interest Rate. The Interest Rate will be announced by the Issuer

via NZX on or shortly after the Rate Set Date

Interest Payment

Quarterly in arrear in four equal payments

Early Redemption

Neither Holders nor the Issuer are able toredeem the Bonds before the Maturity Date. However, the Issuer may be required to repay the Bonds early if there is

an Event of Default

Financial Covenant

The Issuer to ensure the LVR* Covenant: Total Debt / Property Value <=50%

A reported breach of the LVR Covenant on a test date will be an Event of Review, which if not remedied at the end of the testingprocess will result in an Event

of Default

Distribution Stopper

Guarantors are not permitted to make a distribution to non-Guarantors if an Event of Review or Event of Default is continuing

Brokerage

0.50% of the amount issued plus 0.25% on firm allocations, paid by the Issuer

Issue Price & Applications

Issue price of par $1.00. The minimum application is $5,000 and in multiples of $1,000 thereafter

Listing

Application has been made to NZX to quote the Bonds on the NZX Debt Market under the ticker code SUM050

*LVR = Loan to Value Ratio

Retail Bond Presentation
30

Offer Terms and Timetable

Key dates of the offer

Retail bond offerDate

Opening Date

Tuesday, 27 February 2024

Firm Bids Due

11am, Friday, 1 March 2024

Closing Date and Rate Set Date

Friday, 1 March 2024

Issue Date and Allotment Date

Friday, 8 March 2024

Expected Date of Initial Quotation on the NZX Debt Market

Monday, 11 March 2024

Interest Payment Dates

8 March, 8 June, 8 September, 8 December

First Interest Payment Date

Saturday, 8 June 2024 (as this is not a business day,

the due date for the payment will be Monday, 10 June

2024)

Maturity Date

Friday, 8 March 2030

Questions
31

Summerset Pohutukawa Place (Bell Block)

32
Appendix

Summerset Down the Lane (Hamilton)

Appendix
Retaill Bond Presentation

Board of Directors

33

Mark Verbiest

Chair, Independent

LLB CFInstD

Mark is Chair of the Board. Mark

is an experienced professional

company director with over a

decade of experience. A lawyer by

training, he spent many years in

private practice as partner of a

large national law firm. He

subsequently joined the senior

executive team at Telecom New

Zealand as Group General

Counsel, also having executive

responsibility for other corporate

groups as well as two business

units. He is also currently the Chair

of listed company Meridian

Energy. Mark has previously been

Chair of Freightways, Spark,

Transpower NZ, Willis Bond

Capital and a director of a number

of other companies and entities,

including ANZ Bank, the inaugural

board of the Financial Markets

Authority and the advisory board to

NZ Treasury. In 2022 Mark was

named Chairperson of the Year at

the Deloitte Top 200 Awards, and

in 2023 was awarded the Beacon

Award for Corporate Governance

by the NZ Shareholders

Association. Mark has been Chair

of Summerset since July 2021.

Dr Marie Bismark

Independent

MBChB, LLB, MBHL, MPH, MD, MPsych,

FAICD, FAFPHM

Marie is Chair of Summerset’s

Clinical Governance Committee.

She holds degrees in law,

medicine, bioethics and public

health, and has completed a

Harkness Fellowship in

Healthcare Policy at Harvard

University.Marie works as a

Consultant Psychiatrist at Te

Whatu Ora, Capital & Coast, and

as a Professor at Melbourne

University.Her research focuses

on patients' rights, quality of care,

and medical regulation.

Marie is an experienced company

director, serving on the boards of

GMHBA Health Insurance, The

Royal Women's Hospital in

Melbourne, and on the Veterans'

Health Advisory Panel.

Marie has been a director of

Summerset since 2013.

Stephen Bull

Independent

BCom, BPsych (Hons), CA (Australia and NZ),

MAICD, MInstD

Stephen is the Chair of Summerset's

Development and Construction

Committee and a member of the Audit

and Risk Committee. He has over 25

years’ experience in real estate,

community creation and finance roles.

He has held executive roles at

Westfield, AMP and Stockland.

Stephen finished executive work in

2018 and for the last five years of his

executive career was a Group

Executive at Stockland and CEO of

their retirement village business. Prior

to his real estate career in Australia,

Stephen spent several years working in

investment banking in London.

Stephen holds a Bachelor of

Commerce and a Bachelor of

Psychology (Honours) and is a member

of Chartered Accountants (Australia

and New Zealand). In addition, he is a

Member of the Australian Institute of

Company Directors (MAICD), and the

NZ Institute of Directors (MInstD).

He is currently Chair of Bridge Housing

Ltd and sits on the investment

committees for the MaxCap Industrial

Opportunities Fund and the NSW

Government’s Transport Holding Entity.

Stephen has been a director of

Summerset since 2022.

Venasio-Lorenzo Crawley

Independent

MBA, BA

Venasio-Lorenzo is a member of all the

Summerset sub-committees. He has career

experience in multiple sectors that include

banking & financial services, oil & energy,

health, education and retail. He is an

independent director at Orion NZ, Te Whatu

Ora (People and Change sub-committee), and

Chair of the AUT Business School Industry

Advisory Board. He has also completed a term

as a Future Director for The Warehouse Group.

Venasio-Lorenzo completed his executive

career as the Chief Customer Officer at Contact

Energy with the successful business turnaround

of their Retail, LPG, Broadband and

Commercial and Industrial businesses. He has

international experience working in the United

Kingdom, Australia and NZ markets and has

diverse skills in profit growth strategy,

transformation, technology, digital, data

monetisation, operations, logistics, marketing

and his passion – customer experience.

Venasio-Lorenzo has been a director of

Summerset since 2020.

Appendix
Retaill Bond Presentation

Board of Directors

34

Gráinne Troute

Independent

BA, Grad DipBusStuds, CMinstD, CFInstD

Gráinne is Chair of Summerset’s

People and Culture Committee. She is

a Chartered Fellow of the Institute of

Directors, a director of Tourism

Holdings and Investore Property, a

board member of Duncan Cotterill and

Chair of Montana Group.Gráinne is a

professional director with many years’

experience in senior executive roles.

She was General Manager,Corporate

Services at SKYCITY Entertainment

Group and Managing Director of

McDonald’s Restaurants (NZ). She

also held senior management roles

with Coopers and Lybrand (now PwC)

and HR Consultancy Right

Management. Gráinne has vast

expertise in operating customer-

focused businesses in highly

competitive sectors. She has also

spent many years as a trustee and

Chair in the not-for-profit sector,

including having been the Chair of

Tourism Industry Aotearoa (TIA) and

Chair of Ronald McDonald House

Charities New Zealand.Gráinne has

been a director of Summerset since

2016.

Andrea Scown

Future Director (IoD)

BBUS, ACA, MInstD

Andrea is a future director under the

Institute of Directors’ (IoD) Future

Directors programme which aims to

develop New Zealand’s next generation

of directors and provide experience of

governance in large companies around

the country. Future Directors fully

participate in all Board matters but do

not have voting or decision rights.

Andrea is CEO of Mitre 10, an

enormously successful retail company

with renowned customer experience,

and has expertise leading significant

business units within complex

organisations for some of NZ and

Australia’s most iconic brands in sectors

including Home Improvement, Apparel,

General Merchandise, Property,

Investment and Dairy. Andrea has been

a Future Director with Summerset since

2022 and has been appointed for a term

of 18 months.

Dr Andrew Wong

Independent

BHB, MBChB, MPH

Dr Andrew Wong is the Managing

Director of HealthCare Holdings Ltd, a

private healthcare investment company.

He qualified as a specialist medical

practitioner with a Masters in Public Health,

and with a Fellowship of the New Zealand

College of Public Health Medicine.He has

extensive experience in strategic planning

and implementation, business development,

leadership and operational management.

This has been gained over a 30 year career

in public and private health both in New

Zealand and overseas. He is a director of a

number of companies through his

HealthCare Holdings role. These include

Auckland Radiation Oncology, MercyAscot

hospitals, Kensington Hospital and Mercy

Radiology. Other present and past

directorships include companies providing

services in the areas of interventional

cardiology, healthcare property development,

medical supplies, day and inpatient surgery

and endoscopy, and veterinary medicine. He

has held government appointments with

Health Workforce New Zealand and the

Health Innovation Hub, as well as sitting on

the Executive of the New Zealand Private

Hospitals Association. Andrew is an Adjunct

Professor of AUT. Andrew has been a

director of Summerset since 2017.

Fiona Oliver

Independent

LLB.BA, CFInstD

Fiona is the Chair of Summerset’s Audit and

Risk Committee. Fiona is an experienced

professional director with a governance

career spanning a variety of sectors,

including renewable energy, natural gas,

technology, commercial property, financial

services, professional services, and sport.

These roles ranging from Board Member to

Audit & Risk Committee Chair, have been in

commercial, public sector and not-for-profit

entities including Freightways (NZX), Clarus

(formerly First Gas group), Gentrack

(NZX/ASX), and Tilt Renewables (NZX/ASX).

Fiona has held Executive leadership roles in

funds management for Westpac (BT Funds

Management) and AMP in New Zealand. She

has also held commercial roles in asset

management and private equity in Sydney

and London. Prior to her management

career, Fiona practised as a senior corporate

and commercial lawyer in New Zealand and

overseas, specialising in mergers and

acquisitions. Fiona has been a director of

Summerset since 2023.

Appendix
Retaill Bond Presentation

Management

35

Scott Scoullar

Chief Executive Officer

CA, FCPA, BCA

Scott has overall responsibility for

Summerset and is focused on

developing and operating vibrant

villages, and ensuring that respect

for our customers is always at the

core of everything we do.

Prior to becoming Chief Executive

Officerin 2021, Scott was

Summerset's Chief Financial

Officer after joining Summerset in

2014. Before joining Summerset,

Scott held CFO roles at Housing

New Zealand and Inland Revenue.

Scott was named CFO of the Year

at the New Zealand CFO Summit

Awards in 2019 and was NZICA’s

Public Sector CFO of the Year in

2011. Scott is also a Fellow of

CPA Australia, and a CPA New

Zealand Council Board Member.

Will Wright

Chief Financial Officer|MBA (Hons.),

PGDip BusAdmin, BA (Eco), DipPOM,

DipGM

Will is our Chief Financial Officer

and GM Corporate Services.

He is responsible for Finance and

Corporate Services including IT,

Legal, Property and the Project

Management Office. Before

joining Summerset in 2021, Will

was Chief Financial Officer of the

Building Products division at

Fletcher Building. He has

previously been Fletcher

Building’s General Manager

Strategy and Portfolio, and Chief

Financial Officer of the

Residential & Land Development

division. Prior to his roles at

Fletcher Building, Will held

various roles in corporate

finance. He holds an MBA from

the University of Auckland, a Post

Graduate Diploma in Business

Administration from the University

of Auckland Business School,

and an Economics degree

from the University of New

South Wales.

Chris Lokum

General Manager People and Culture

GAID, BMS, DipSocSci

Chris leads Summerset’s People &

Culture team responsible for

recruitment, training, Health & Safety,

organisational development and more.

Joining Summerset in 2023 after roles

in the public and private sector in New

Zealand, Australia and the UK,

including senior positions at BP and

Waka Kotahi, Chris brings a breadth of

experience across Human Resources

with over 25 years delivering

organisational efficiency, increasing

organisational capability and providing

strategic leadership.Chris has

qualifications in human resources,

economics, management and

psychology. She has completed

executive programmes at Michigan and

Cornell Universities and is a member of

the Australian Institute of Company

Directors.

Kay Brodie

General Manager Marketing

and Communications|BCA, BSc

Kay joined Summerset in 2018

and is responsible for leading the

marketing and communications

team based in the Wellington

office. Her marketing and

advertising experience has been

gained over 25 plus years across

a range of industries including

retail, loyalty programmes,

government and insurance; both

within advertising agencies and

client organisations.

Fay French

General Manager Sales

RNZcmpN

Fay leads our national sales team

and can be found atSummerset's

Wellington office or at one of our

many New Zealand villages.

Fay has a breadth of experience

across sales, hospitality and the

health sector. Prior to joining

Summerset in 2015, she held a

sales leadership role at a leading

New Zealand e-commerce

platform where she was

responsible for leading a team of

business development managers.

Trained as a registered nurse,

Fay has worked in various nursing

roles and medical sales for Roche

Pharmaceuticals.

Appendix
Retaill Bond Presentation

Management

36

Aaron Smail

General Manager Development

BE (Civil), BBS

Aaron leads Summerset’s

development team in New

Zealand, covering site

acquisitions, project feasibilities,

consents, and design for villages.

Previous roles in his 25 plus years

of property and development

experience include senior

positions at Todd Property Group

and Kiwi Property. Aaron has been

with Summerset since 2015.

Dean Tallentire

General Manager Construction

BSc (Hons), HND, RICS

Dean leads our procurement,

cost management, construction

management and administration

support teams in the construction

team. Dean has extensive

construction and development

experience and has led teams in

the public and private sectors

within developer and main

contractor environments.

Dean has been with Summerset

since 2015.

Eleanor Young

General Manager Operations

and Customer Experience|BSc (Hons)

Eleanor oversees the operational

performance across all Summerset

villages. Her focus on service

experience and delivery ensures

Summerset’s residents receive the

highest quality facilities and care.

Before joining Summerset in 2016,

Eleanor held senior roles at Inland

Revenue. This included four years as

the Group Manager of Customer

Services, managing over 2,000 staff

across New Zealand to deliver services

to customers.Eleanor has a

background in human resources

within both the public and private

sector, having worked in managerial

roles for the Ministry of Social

Development, Mighty River Power

and Air New Zealand.

Stewart Scott

General Manager Development –

Australia|Masters Property (UNSW)

BLArch (UNSW)

Stewart leads Summerset’s

development activities in Australia

including feasibilities, approvals,

design and construction. Stewart

has over 25 years’ experience in

the property and development

industry. He has previously held

senior executive positions in

development, sales and

operations within aged care

and retirement sector.

600
450

30

30

30

30

30

132

160

0

100

200

300

400

500

600

700

800

On entryYear 1Year 2Year 3Year 4//Year 8

Unit PriceReturned to residentDMF (Net of Refurbishment)Gain on resale

How an Occupation Right Agreement works

Summerset earns a deferred management fee (percentage of incoming price) and all capital gains on resale of

the Occupation Right

Appendix

▪Residents moving into a retirement village in New

Zealand enter into an Occupation Right Agreement

(ORA) and in Victoria enter into a Residence and

Management Contract

▪Both an ORA and a Residence and Management

Contract grant the resident the right to occupy a

retirement unit in exchange for a lump sum payment

(Purchase Price) to the operator (recorded as

residents’ loans on the balance sheet). Legal

ownership of the retirement unit remains with the

retirement village operator

▪A deferred management fee (DMF) is accrued over a

resident’s tenure and realised in cash on the resale

of the Occupation Right. For Summerset, this is

typically a maximum of 25% of the Purchase Price

▪When a resident vacates their unit, they are entitled

to be repaid the Purchase Price less the accrued

DMF. This payment is required to be paid to the

resident:

▪In New Zealand, when Summerset resells the

Occupation Right for that unit

▪In Victoria, within six months of the resident

vacating the unit or when Summerset resells or

reoccupies the unit (whichever is earlier)

37

Retail Bond Presentation

37

Virtual reality experience

Lumin technology

▪Summerset operates under a 25% DMF

accrued over 5 years – calculated as a % of

entry price

▪Resident tenure of 8 year and House Price

Inflation growth of 3% p.a.

At exit Summerset receives:

$292k

▪Capital gain $160k

▪Accrued DMF $132k (net

of refurbishment cost*)

$742k

sale

price to

new

resident

*Note that DMF is not always accrued over 5 years

*Refurbishment costs have been calculated as 3% of entry price. Accrued DMF is used to cover the cost of refurbishment at exit

($k)

▪The bonds share the security provided by the Guaranteeing Group on an equal ranking basis with Summerset’s bank lenders
as per the Security Trust Deed

▪The Statutory Supervisor’s mortgage is for the protection of residents’ rights and does not give the Statutory Supervisor

discretion to demand repayment of residents’ loans

▪The security ranking of the bonds and bank lenders is outlined in the table below

Security

Entity typeAssetsNew Zealand security*Australia security*

Village Registered

Companies

Land and permanent

buildings

Second ranking mortgage

(behind a first ranking mortgage in favour of the

Statutory Supervisor)

Second ranking mortgage

(behind a Statutory Charge protecting amounts owing

to village residents)

Other assets

General security deed**

(Statutory Supervisor has first rights to proceeds of

enforcement)

First ranking rights to proceeds of enforcement**

Non-Village Registered

Companies

All assets (including

any land and

permanent buildings,

and other assets)

First ranking mortgage and general security deed**First ranking mortgage and general security deed**

* Subject to the rights of creditors preferred by law, as detailed on slide 26

** The interests of certain other creditors (described as ‘other liabilities’ on slide 26) may also rank ahead of the bonds and Summerset’s bank lenders

Bondholders on an equal ranking security basis with bank lenders

Retail Bond Presentation

Appendix

38

79.2
79.8

79.3

79.1

79.9

80.2

85.7

85.1

85.6

87.5

84.0

85.9

60

65

70

75

80

85

90

FY21FY22FY23

VillasApartmentsServiced & memory care apartmentsCare suites

Customer profile and occupancy

Occupancy, tenure and resident demographic statistics

Occupancy – retirement villages

Occupancy – established care centres

Average entry age of residents (years)

Appendix

39

Retail Bond Presentation

Average tenure (years)

5.8

6.1

7.1

5.4

4.6

5.3

2.4

2.4

2.5

0.7

1.0

-

1

2

3

4

5

6

7

8

FY21FY22FY23

VillasApartmentsServiced & memory care apartmentsCare suites

96%

96%

97%

93%

93%

-

20%

40%

60%

80%

100%

FY19FY20FY21FY22FY23

96%

96%

96%

95%

95%

0%

20%

40%

60%

80%

100%

FY19FY20FY21FY22FY23

New Zealand expected to see strong population growth, supporting demand for future deliveries
New Zealand population growth 75 years and overSummerset build rate

Appendix

40

Source: Australian Bureau of Statistics and Statistics New Zealand

Retail Bond Presentation

Victoria population growth 75 years and over

New units delivered includes retirement units, memory care apartments, care suites and care beds

Compelling demographic and history of delivering on growth

-

2%

4%

6%

8%

10%

12%

14%

16%

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

20022007201220162022202320282033203820432048205320582063

NZ population 75+ (LHS)% population 75+ (RHS)

-

2%

4%

6%

8%

10%

12%

14%

16%

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

20022007201220162022202320282033203820432048205320582062

VIC population 75+ (LHS)% population 75+ (RHS)

-

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

199719981999200020012002200320042005200620072008200920102011201220132014201520162017201820192020202120222023

Units

Existing unitsNew units delivered

7,371

Ngā mihi
For more information:

Will Wright

Chief Financial Officer

will.wright@summerset.co.nz

021 490 251

41

---

Indicative Terms Sheet
Summerset Group Holdings Limited

27 February 2024

Joint Lead Managers:

Artist impression of Summerset St Johns

2
Indicative Terms Sheet

Summerset Group Holdings Limited

Indicative Terms Sheet

This indicative terms sheet (“Indicative Terms Sheet”) sets out the key terms of the offer (“Offer”) by

Summerset Group Holdings Limited (“Summerset”) of up to $75,000,000 (with the ability to accept up

to an additional $50,000,000 of oversubscriptions at Summerset’s discretion) of guaranteed, secured,

unsubordinated fixed rate bonds maturing on 8 March 2030 (“Bonds”) under its master trust deed

dated 30 May 2017 (as amended from time to time) (“Trust Deed”) as modified and supplemented

by a supplemental trust deed dated 27 February 2024 (together, “Trust Documents”) entered into

between Summerset and The New Zealand Guardian Trust Company Limited (“Supervisor”). Unless

the context otherwise requires, capitalised terms used in this Indicative Terms Sheet have the same

meaning given to them in the Trust Documents.

Investors should refer to the Trust Documents for the full terms of the Bonds.

Important Notice

The Offer of debt securities by Summerset is made in reliance upon the exclusion in clause 19 of

schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”).

The Offer contained in this Terms Sheet is an offer of bonds that have identical rights, privileges,

limitations and conditions (except for the interest rate and maturity date) as:

• Summerset’s bonds maturing on 24 September 2025, which have a fixed interest rate of 4.20%

per annum and are currently quoted on the NZX Debt Market under the ticker code SUM020;

• Summerset’s bonds maturing on 21 September 2027, which have a fixed interest rate of 2.30%

per annum and are currently quoted on the NZX Debt Market under the ticker code SUM030; and

• Summerset’s bonds maturing on 9 March 2029, which have a fixed interest rate of 6.59% per

annum and are currently quoted on the NZX Debt Market under the ticker code SUM040,

(together, the “Existing Bonds”).

Accordingly, the Bonds are the same class as the Existing Bonds for the purposes of the FMCA and

the Financial Markets Conduct Regulations 2014.

Summerset is subject to a disclosure obligation that requires it to notify certain material information

to NZX Limited (“NZX”) for the purpose of that information being made available to participants in the

market. That information can be found by visiting www.nzx.com/companies/SUM.

The Existing Bonds are the only debt securities of Summerset that are currently quoted and in the

same class as the Bonds.

Investors should look to the market price of the Existing Bonds referred to above to find out how the

market assesses the returns and risk premium for those bonds.

3
Indicative Terms Sheet

Summerset Group Holdings Limited

Issuer

Summerset Group Holdings Limited (“Summerset”).

Instrument

Fixed rate, guaranteed, secured, unsubordinated bonds (“Bonds”).

Status

The Bonds will be issued under the Trust Documents described above.

Principal and interest amounts in respect of the Bonds will be direct, secured,

unsubordinated obligations of the Issuer and rank pari passu with all other

unsubordinated obligations of the Issuer, except indebtedness preferred by law.

Guarantors

Consistent with the Guarantors for Summerset’s bank facilities.

Holders will have the benefit of the following coverage ratios:

• Total Assets of the Guaranteeing Group must comprise at least 90% of the

Total Assets of the Summerset Group; and

• EBITDA of the Guaranteeing Group for each rolling 12 month period must

not be less than 90% of EBITDA of the Summerset Group for that period.

Purpose

The proceeds of the Offer will be used to repay a portion of existing drawn

bank debt and/or for general corporate purposes of the Summerset Group.

The Offer will provide diversification of funding sources and tenor for the

Summerset Group.

More broadly, the Summerset Group’s principal use of debt is to facilitate the

acquisition of land for development and the development and construction of

retirement villages.

Security

Holders will share the benefit of the same security package as Summerset’s

banks on a pro rata basis. The security is held by the Security Trustee.

The key securities that Summerset’s banks and Holders will have the benefit of

are set out below.

New Zealand Securities

• A second ranking mortgage over the land and permanent buildings of

each Village Registered Company incorporated in New Zealand, which

are the entities that operate Summerset’s registered retirement villages

in New Zealand. This ranks behind a first ranking mortgage in favour of

Public Trust (as the Statutory Supervisor of the relevant retirement village)

securing amounts and obligations owing to village residents.

• A first ranking mortgage over land and permanent buildings owned by

other Summerset Group companies (described as Non-Village Registered

Companies) incorporated in New Zealand, being undeveloped land and

land under development.

• A General Security Deed, which grants security over all assets of the

Guaranteeing Group companies incorporated in New Zealand. However,

the Statutory Supervisor has first rights to the proceeds of security

enforcement against the assets of the Village Registered Companies

incorporated in New Zealand.

Key Terms of the Bonds

4
Indicative Terms Sheet

Summerset Group Holdings Limited

Security

(continued)

The Statutory Supervisor is entitled to the proceeds of security enforcement

against all assets of the Village Registered Companies incorporated in

New Zealand, in priority to Summerset’s banks and Holders. Summerset’s

banks and Holders (including Holders of the Existing Bonds) will share the

remaining proceeds of security enforcement against the assets of Village

Registered Companies incorporated in New Zealand to which the Security

Trustee is entitled on a pro rata basis.

Australian Securities

• A second ranking mortgage over the land and permanent buildings

of any Village Registered Company incorporated in Australia. This

ranks second in priority behind a statutory charge against the land and

permanent buildings under s29 of the Retirement Villages Act 1986 (Vic)

securing amounts owing to village residents. Note that Summerset has

one Village Registered Company in Australia, and continues to progress

a number of village developments in Victoria.

• A first ranking mortgage over any land and permanent buildings owned

by Non-Village Registered Companies incorporated in Australia, being

undeveloped land and land under development.

• A General Security Deed, which grants security over all assets of the

Guaranteeing Group companies incorporated in Australia.

There is no requirement to appoint a Statutory Supervisor or equivalent for

each Registered Village in Australia.

Financial

Covenant

Loan to Value (LVR) Covenant

Summerset will ensure, on each Test Date, that the ratio of:

a. Total Debt (which is effectively principal amounts outstanding under

Summerset’s bank facilities, bonds and any other secured facilities); to

b. Property Value of the Guaranteeing Group’s land and permanent

buildings that have been mortgaged to the Security Trustee,

is less than or equal to 50%.

A reported breach of the LVR Covenant in respect of a Test Date will be an

Event of Review. Summerset must then follow a process specified in the

Trust Deed to attempt to remedy the breach. If the breach has not been

remedied at the end of this process, an Event of Default occurs.

Distribution stopper

Guarantors are not permitted to make any Distributions to non-Guarantors if

an Event of Default or Event of Review is continuing.

Refer to the Trust Deed for more detail on Covenants that will apply to

the Bonds.

Credit Rating

The Bonds will not be rated.

5
Indicative Terms Sheet

Summerset Group Holdings Limited

Issue Amount

Summerset is offering up to $75,000,000 of Bonds with the ability to accept

oversubscriptions of up to an additional $50,000,000 at Summerset’s

discretion. The Offer is not underwritten.

Interest Rate

The Interest Rate will be the sum of the Issue M

argin and the Base Rate, but in

any case will be no less than the minimum Interest Rate of 6.35% per annum.

The Interest Rate will be announced by Summerset via NZX on or shortly after

the Rate Set Date.

Indicative Issue

Margin Range

The indicative Issue Margin Range is 2.00 – 2.15% per annum.

Issue Margin

The Issue Margin (which may be above or below the indicative Issue Margin

range) will be determined by Summerset in consultation with the Joint Lead

Managers following completion of the bookbuild process and announced via

NZX on or shortly after the Rate Set Date.

Base Rate

A mid-market rate for an NZD interest rate swap (adjusted to a quarterly basis

as necessary), for a term matching the period from the Issue Date to the

Maturity Date as calculated by the Arranger in consultation with Summerset,

according to market convention, with reference to Bloomberg page ‘ICNZ4’

(or any successor page) on the Rate Set Date (rounded to 2 decimal places, if

necessary, with 0.005 being rounded up).

Interest Payments

& Interest

Payment Dates

Interest will be payable quarterly in arrear in equal amounts on 8 March, 8

June, 8 September and 8 December of each year up to and including the

Maturity Date. The first Interest Payment Date will be 8 June 2024.

I

f an Interest Payment Date is not a business day, the due date for the

payment to be made on that date will be the next following business day and

no adjustment will be made to the amount payable as a result of the delay in

payment.

Early

Redemption

Neither Holders nor Summerset are able to redeem the Bonds before the

Maturity Date. However, Summerset may be required to repay the Bonds

early if there is an Event of Default.

6
Indicative Terms Sheet

Summerset Group Holdings Limited

Brokerage

Summerset will pay brokerage of 0.50% of the aggregate principal amount of

Bonds issued plus 0.25% on firm allocations. Such amounts will be paid to the

Arranger who will distribute as appropriate to Primary Market Participants and

approved financial intermediaries.

Record Date

5.00pm on the tenth calendar day before the due date for that payment or, if

that day is not a business day, the preceding business day.

Issue Price

$1.00 per Bond.

Minimum

Application

The minimum application is $5,000, with multiples of $1,000 thereafter.

Minimum Holding

Bonds with an aggregate principal amount of $5,000.

How to Apply

All of the Bonds, including oversubscriptions, are reserved for clients of

the Joint Lead Managers, institutional investors and other primary market

participants invited to participate in the bookbuild. There will be no public

pool for the Offer. Accordingly, retail investors should contact a Joint Lead

Manager, their financial adviser or any primary market participant for details

on how they may acquire Bonds. You can find a primary market participant by

visiting www.nzx.com/services/market-participants.

In respect of oversubscriptions or generally, any allotment of Bonds will be

at Summerset’s discretion, in consultation with the Joint Lead Managers.

Summerset reserves the right to refuse all or any part of an application

without giving any reason.

Each investor’s financial adviser will be able to advise them as to what

arrangements will need to be put in place for the investors to trade the Bonds

including obtaining a common shareholder number (CSN), an authorisation

code (FIN) and opening an account with a primary market participant as well

as the costs and timeframes for putting such arrangements in place.

ISIN

NZSUMD0050L4.

Transfers

Holders are entitled to sell or transfer their Bonds at any time subject to

the terms of the Trust Documents, the selling restrictions set out below

and applicable securities laws and regulations. Summerset may decline to

register a transfer of Bonds for the reasons set out in the Trust Documents.

The minimum amount of Bonds a Holder can transfer is $1,000, and integral

multiples of $1,000 thereafter. No transfer of Bonds or any part of a Holder’s

interest in a Bond will be registered if the transfer would result in the transferor

or the transferee holding or continuing to hold Bonds with an aggregate

principal amount of less than the minimum holding of $5,000 (other than

zero).

7
Indicative Terms Sheet

Summerset Group Holdings Limited

NZX Quotation

Summerset will take any necessary steps to ensure that the Bonds are,

immediately after issue, quoted on the NZX Debt Market. Application has

been made to NZX for permission to quote the Bonds on the NZX Debt

Market and all the requirements of NZX relating thereto that can be complied

with on or before the distribution of this Indicative Terms Sheet have been

duly complied with. However, NZX accepts no responsibility for any statement

in this Indicative Terms Sheet. NZX is a licensed market operator and the NZX

Debt Market is a licensed market under the FMCA.

NZX Debt Market

Ticker Code

SUM050.

Selling

Restrictions

The Bonds may only be offered for sale or sold in New Zealand in conformity

with all applicable laws and regulations in New Zealand. No Bonds may be

offered for sale or sold in any other country or jurisdiction except with the

prior consent of Summerset and in conformity with all applicable laws and

regulations of that country or jurisdiction and the selling restrictions contained

in this Indicative Terms Sheet.

This Indicative Terms Sheet may not be published, delivered or distributed

in or from any country or jurisdiction except under circumstances which will

result in compliance with all applicable laws and regulations in that country or

jurisdiction and the selling restrictions contained in this Indicative Terms Sheet.

By purchasing the Bonds, each Holder agrees to indemnify Summerset, the

Bond Supervisor, the Arranger, the Joint Lead Managers and their respective

directors, officers, employees and agents in respect of any loss, cost, liability

or expense sustained or incurred as a result of the breach by the Holder of the

selling restrictions set out above.

Governing Law

New Zealand.

8
Indicative Terms Sheet

Summerset Group Holdings Limited

The dates set out in this Indicative Terms Sheet are indicative only and are subject to change.

Summerset has the right in its absolute discretion and without notice to close the Offer early, to accept

late applications, to extend the Closing Date or to choose not to proceed with the Offer. If the Closing

Date is extended, subsequent dates may be extended accordingly.


The Arranger, the Joint Lead Managers and their respective directors, officers, employees and agents:

a. have not authorised or caused the issue of, or made any statement in, any part of this Indicative

Terms Sheet;

b. do not make any representation, recommendation or warranty, express or implied regarding the

origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omis-

sions in, any information, statement or opinion contained in this Indicative Terms Sheet; and

c. to the extent permitted by law, do not accept any responsibility or liability for this Indicative Terms

Sheet or for any loss arising from this Indicative Terms Sheet or its contents or otherwise arising

in connection with the Offer of Bonds.

This Indicative Terms Sheet does not constitute financial advice or a recommendation from the Arranger,

any Joint Lead Manager or any of their respective directors, officers, employees, agents or advisers to

purchase any Bonds.

You must make your own independent investigation and assessment of the financial condition and

affairs of Summerset before deciding whether or not to invest in the Bonds.

Opening Date

Tuesday, 27 February 2024.

Closing Date

11:00am, Friday, 1 March 2024.

Rate Set Date

Friday, 1 March 2024.

Issue Date and

Allotment Date

Friday, 8 March 2024.

Expected Date of

Initial Quotation

Monday, 11 March 2024.

Maturity Date

Friday, 8 March 2030.

Important Dates

9
Indicative Terms Sheet

Summerset Group Holdings Limited

Other Information

Copies of the Trust Documents are available at Summerset’s website at

www.summerset.co.nz/bondoffer.

Any internet site addresses provided in this Indicative Terms Sheet are for reference only and, except

as expressly stated otherwise, the content of any such internet site is not incorporated by reference

into, and does not form part of, this Indicative Terms Sheet.

Investors should seek qualified independent financial and taxation advice before deciding to invest. In

particular, you should consult your tax adviser in relation to your specific circumstances. Investors will

also be personally responsible for ensuring compliance with relevant laws and regulations applicable

to them (including any required registrations).

For further information regarding Summerset, visit www.nzx.com/companies/SUM.

Contact Information

Issuer

Summerset Group Holdings Limited

Level 27, Majestic Centre

100 Willis Street

PO Box 5187

Wellington 6140

Registrar

Link Market Services Limited

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

Arranger and Joint Lead Manager

Commonwealth Bank of Australia

ASB North Wharf

12 Jellicoe Street

Auckland 1010

Joint Lead Manager

Craigs Investment Partners Limited

Level 32, Vero Centre

48 Shortland Street

Auckland 1010

Joint Lead Manager

Forsyth Barr Limited

Level 22, NTT Tower

157 Lambton Quay

Wellington 6011

Joint Lead Manager

Jarden Securities Limited

Level 21

171 Featherston Street

Wellington 6011

Bond Supervisor

The New Zealand Guardian Trust Company Limited

Level 2, 99 - 105 Customhouse Quay

Wellington 6011

Statutory Supervisor

Public Trust

Level 9, 34 Shortland Street

Auckland 1010

Legal advisers to Summerset

Russell McVeagh

Level 24, NTT Tower

157 Lambton Quay

Wellington 6011

Security Trustee

ANZ Bank New Zealand Limited

Level 25, ANZ Centre

23 - 29 Albert Street

Auckland 1010

---

Summerset Group Holdings Limited
Level 27 Majestic Centre, 100 Willis St, Wellington

PO Box 5187, Wellington 6140

Phone: 04 894 7320 | Fax: 04 894 7319

Website: www.summerset.co.nz





NZX & ASX RELEASE


27 February 2024



SUMMERSET LAUNCHES FIXED RATE RETAIL BOND OFFER


Summerset Group Holdings Limited (Summerset) announced today that it is offering up to NZ$75

million (with the ability to accept up to an additional NZ$50 million of oversubscriptions at

Summerset’s discretion) of six year fixed rate bonds maturing on 8 March 2030 to New Zealand

investors.


The Interest Rate will be the sum of the Issue Margin plus the Base Rate, but in any case will be no

less than the minimum Interest Rate of 6.35% per annum. The indicative Issue Margin Range for

the bonds is 2.00% to 2.15% per annum. The actual Issue Margin may be above or below the

indicative Issue Margin Range.


The Issue Margin and Interest Rate will be set following a bookbuild process which is expected to

be completed on 1 March 2024 and will be announced by Summerset via NZX shortly thereafter.

Full details of the bond offer are contained in the Indicative Terms Sheet, available through

www.summerset.co.nz/bondoffer or by contacting the Joint Lead Managers or your usual financial

adviser, and must be obtained by investors before they decide to acquire any bonds.

This offer is being made in accordance with the Financial Markets Conduct Act 2013 and the bonds

are expected to be quoted on the NZX Debt Market on 11 March 2024 under ticker code SUM050.

There is no public pool for the bonds, which will be reserved for clients of the Joint Lead Managers,

institutional investors and other primary market participants invited to participate in the bookbuild.




Joint Lead Managers




0800 272 266 0800 226 263



0800 367 227 0800 005 678



ENDS


For investor relations enquiries: For media enquiries:

Will Wright Louise McDonald

Chief Financial Officer Senior Communications & Media Advisor

will.wright@summerset.co.nz louise.mcdonald@summerset.co.nz

+64 21 490 251 +64 21 246 3793



ABOUT SUMMERSET


• Summerset is one of the leading operators and developers of retirement villages in New

Zealand, with 38 villages completed or in development nationwide

• In addition, Summerset has six proposed sites at Half Moon Bay (Auckland), Rotorua (Bay

of Plenty), Palmerston North (Manawatu), Masterton (Wairarapa), Rolleston (Christchurch),

and Mosgiel (Dunedin)

• Summerset also has two villages in development (Cranbourne North and Chirnside Park)

and five other properties in Victoria, Australia (Craigieburn, Drysdale, Mernda, Oakleigh

South and Torquay)

• Summerset provides a range of living options and care services to more than 8,000

residents

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.