Summerset Launches Fixed Rate Retail Bond Offer
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.
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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
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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
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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)
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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.