Summerset Bond Offer – Final Terms Sheet

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

1 March 2024


SUMMERSET RELEASES FINAL TERMS SHEET FOR RETAIL BOND OFFER

Summerset Group Holdings Limited (Summerset) today announced the final details of its six year
fixed rate bonds maturing on 8 March 2030.

The Final Terms Sheet relating to these bonds is attached. The bonds are expected to be issued
on 8 March 2024.

For further information please contact:

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

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Final Terms Sheet
Summerset Group Holdings Limited
1 March 2024
Joint Lead Managers:
Artist impression of Summerset St Johns

2
Final Terms Sheet
Summerset Group Holdings Limited
Final Terms Sheet
This Terms Sheet sets out the key terms of the offer (“Offer”) by Summerset Group Holdings Limited
(“
Summerset”) of $125,000,000 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 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
Final 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
Final 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
Final Terms Sheet
Summerset Group Holdings Limited
Issue Amount
$125,000,000
Interest Rate
6.43% per annum, being the sum of the Issue Margin and the Base
Rate.
Issue Margin
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.
If 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.
2.00% per annum.

6
Final 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
Final 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 Terms Sheet have been duly complied
with. However, NZX accepts no responsibility for any statement in this 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 Terms Sheet.
This 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 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
Final Terms Sheet
Summerset Group Holdings Limited
The dates set out in this 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 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 Terms Sheet; and
c. to the extent permitted by law, do not accept any responsibility or liability for this Terms Sheet or
for any loss arising from this Terms Sheet or its contents or otherwise arising in connection with
the Offer of Bonds.
This 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
Final 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 Terms Sheet are for reference only and, except as
expressly stated otherwise, the content of any such internet site is not incorporated by reference into,
and does not form part of, this Terms Sheet.
Investors should seek qualified independent financial and taxation advice before deciding to invest. In
particular, you should consult your tax adviser in relation to your specific circumstances. Investors will
also be personally responsible for ensuring compliance with relevant laws and regulations applicable
to them (including any required registrations).
For further information regarding 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