Summerset Launches Fixed Rate Retail Bond Offer
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
12 May 2025
SUMMERSET LAUNCHES FIXED RATE RETAIL BOND OFFER
Summerset Group Holdings Limited (Summerset) announced today that it is offering up to
NZ$100 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 23 May 2031 to institutional and
New Zealand retail 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 5.35% per annum. The indicative Issue Margin Range for the
bonds is 1.95% to 2.10% 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 15 May 2025 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 26 May 2025 under ticker code SUM060.
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
ENDS
For investor relations enquiries: For media enquiries:
Margaret Warrington Louise McDonald
Chief Financial Officer Senior Communications & Media Advisor
investor.relations@summerset.co.nz louise.mcdonald@summerset.co.nz
+64 4 894 7320 +64 21 246 3793
ABOUT SUMMERSET
• Summerset is one of the leading operators and developers of retirement villages in New
Zealand, with 40 villages completed or in development nationwide
• In addition, Summerset has seven proposed sites at Belmont (Auckland), Rotorua (Bay of
Plenty), Mission Hills (Napier), Masterton (Wairarapa), Otaihanga (Kāpiti Coast), Rolleston
(Christchurch), and Mosgiel (Dunedin)
• Summerset also has three villages in development (Cranbourne North, Chirnside Park and
Torquay) and four other properties in Victoria, Australia (Craigieburn, Drysdale, Mernda
and Oakleigh South)
• Summerset provides a range of living options and care services to more than 8,700
residents
---
Retail Bond
Presentation
1
Summerset Group Holdings Limited
12 May 2025
Joint Lead Managers
Summerset at St Johns (Auckland)
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, bonds maturing on 9 March 2029, which have a fixed interest rate of 6.59 percent per annum, and bonds maturing on 8 March 2030 which have a fixed interest rate of
6.43 percent (the Existing Bonds). The Existing Bonds are currently quoted on the NZX Debt Market under ticker codes SUM020, SUM030, SUM040 and SUM050 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 12 May 2025 (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 this presentation or 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, to the extent permitted by law, accept no liability or responsibility for this presentation.
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 and Australia in conformity with all applicable laws and regulations in New Zealand and Australia and the selling restrictions set out in the Terms Sheet. Specific
selling restrictions (as at the date of this presentation) are set out below for Australia. 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 the Terms Sheet. This presentation and the 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 the Terms Sheet.
This presentation is not a prospectus or offering document and does not constitute or form part of an offer, invitation or solicitation of any offer to purchase or subscribe for any securities of SGHL in Australia, New Zealand or any
other jurisdiction nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. No action has been taken to permit the public distribution of the information in this
presentation in any jurisdiction. This presentation has not been lodged with the Australian Securities and Investments Commission or any other authority. This presentation is intended for distribution only to financial institutions
and professional investors only in circumstances where disclosure is not required under Part 6D.2 or 7.9 of the Corporations Act 2001 of Australia (the “Australian Corporations Act”), and otherwise only as may be permitted by
applicable law. The information must not, and is not intended to be, given to any “retail client” within the meaning of section 761G of the Australian Corporations Act. Nothing in this presentation constitutes legal, financial, tax or
other advice. If any financial product advice is, in fact, held to have been given by SGHL in relation to securities issued in connection with this presentation, it is general advice only. SGHL is not licensed to provide financial
product advice in relation to the securities. No cooling-off regime applies to investors of securities.
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 2024 Financial Statements for a reconciliation of non-GAAP underlying profit to GAAP net profit after tax.
2
Agenda
Offer Highlights
Business Overview
Financial Performance
Funding and Security Structure
Offer Terms and Timetable
Questions
Appendix
04
03
02
01
05
06
07
3
Summerset Waikanae, Kapiti Coast
4
Offer Highlights
Bond offer further diversifies funding sources and provides tenor
Offer highlights
▪Total bank debt facilities of approximately $1.9b and total retail bonds of $575m before the offer
▪Net debt of $1.7b as at 31 December 2024
▪The net proceeds of the 2025 bond offer will be used to repay a portion of existing drawn bank debt of the Summerset Group.
Summerset then intends to use bank debt to fund the repayment of Summerset’s SUM020 bonds maturing in September 2025.
This offer will provide diversification of funding sources and tenor for the Summerset Group
▪The existing bank debt facilities will remain in place providing funding headroom to continue our strong 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
Offer AmountUp to $100m, with the ability to accept oversubscriptions of up to an additional $50m at the Issuer’s discretion
Tenor and Maturity Date6 year Bonds, maturing Friday 23 May 2031
Credit RatingThe Bonds will not be rated
QuotationApplication to quote the Bonds on the NZX Debt Market (NZDX) has been made
Joint Lead ManagersANZ, CBA, Craigs Investment Partners, Forsyth Barr
Retail Bond Presentation
4
Business
Overview
Summerset at Monterey Park (Hobsonville)
5
Retail Bond Presentation
Business Overview
Investment highlights
1
2
3
4
5
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
New Zealand with capacity to build over 2,100 units across seven Australian
villages
Strong corporate governance and experienced management team with a track
record of over 27 years of consistent delivery of operational and development
capability
Strong balance sheet with total assets of $8.1b at FY24
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
6
Summerset snapshot
Retail Bond Presentation
Business Overview
Diversified portfolio and land bank throughout
New Zealand and Australia
Our peopleOur careOur portfolio
8,700+
Residents
3,000+
Staff members
1,299
Care units in
portfolio
3
1,396
Care units in
land bank
6,671
Retirement units
in portfolio
2
6,147
Retirement units
in land bank
$8.1b
Total assets
Our capital
$2.6b
Market
capitalisation
1
36.4%
Gearing
4
1. Market capitalisation as at 30 April 2025
2. Retirement units includes villas, apartments and serviced apartments
3. Care units includes memory care apartments, care suites and care beds
4. The gearing ratio calculation (net debt / net debt plus book equity) differs from Summerset Group’s bank
and bond LVR covenant (total debt of the Summerset Group / Property Value of the Summerset Group)
Information as at 31 December 2024 unless otherwise stated
Dual Listed
NZX since 2011 /
ASX since 2013
7
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
▪Memory care centres and support throughout our villages
aligned with our dementia strategy
▪Offering care attracts older residents to our independent
living units, with current average entry age 78.9 years
▪In New Zealand, 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 New Zealand 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
Retail Bond Presentation
8
Summerset Sessions
Virtual reality experience
Lumin technology
Services
Accommodation
Summerset Provides Comprehensive Continuum of Care
Independent
Living Units
Villa
Independent
Apartment
Assisted
Living
Serviced
Apartment
Specialised
Care
Rest Home
Care
Memory
Care
Hospital
Care
Services
Accommodation
8
Retail Bond Presentation
9
▪Sufficient land bank to build an additional 7,543 new units in New
Zealand and Australia, including 6,147 retirement units
1
and 1,396
care units
2
, provides capacity for further delivery growth
▪A large and geographically diverse land bank allows delivery over
a greater number of sites, providing flexibility to capitalise on
positive market opportunities
▪Diversified New Zealand development portfolio with 15 villages
under construction across 10 regions. An additional seven sites
have been acquired with construction yet to begin
▪Seven sites across Victoria, Australia. Construction underway at
Cranbourne North, Chirnside Park and Torquay. Construction yet
to begin at Craigieburn, Drysdale, Mernda 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 (units)
Portfolio weighting by main operator
Summerset has the second largest existing portfolio and the largest land
bank of New Zealand listed peers
Summerset has the lowest weighting towards aged care of New Zealand
listed peers
Summerset is the second largest and fastest growing operator in the New Zealand retirement sector
Large and geographically diverse landbank provides flexibility
Business Overview
1. Retirement units include villas, apartments and serviced apartments
2. Care units include memory care apartments, care suites and care beds
84%
67%
46%
16%
33%
54%
SummersetPeer APeer B
Retirement unitsCare units
7,970
14,194
4,124
7,543
4,704
1,439
SummersetPeer APeer B
PortfolioLand bank
9
Operational overview
A design, build, own, operate model. Cash flows are generated from three key sources
Business Overview
Retail Bond Presentation
Virtual reality experience
Lumin technology
Accommodation
OperationsCash flows
1. Aged care
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
10
Our sustainability framework and targets
Our vision is to develop villages responsibly, creating a sustainable future for all
11
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 Scope 1 and 2 emissions intensity by
49% per sqm by 2028 from an FY22 baseline
10+ year – Long term carbon target:
Reduce emissions intensity per sqm by 62% by
2032
15+ year – Carbon net zero by 2050
OUR FOCUS
AR EAS
OUR
TARGETS
Contribute to the economic
prosperity of New Zealand and
Australia
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
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:
70% of Summerset’s suppliers, by emissions, will
have science-based targets by 2028
O u r a f f i l i a t e s
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
Retail Bond Presentation
Business Overview
The framework and targets described above are features of Summerset’s bank facilities only – they are not terms of the Bonds
Summerset Half Moon Bay (Auckland)Summerset Cranbourne North (Melbourne)
Summerset by the Dunes (Pāpāmoa Beach, Tauranga)
12
Retail Bond Presentation
Business Overview
Our product
Summerset St Johns (Auckland)
Summerset Boulcott (Lower Hutt)Summerset Palms (Te Awa, Napier)
Summerset Richmond Ranges (Tasman District)Summerset Prebbleton (Selwyn District)
13
Retail Bond Presentation
Business Overview
Our product
Financial
Performance
14
Summerset Cranbourne North (Vic, Australia)
15
Financial Performance
•Summerset achieved a 12% increase in settlement volumes from FY23 to FY24 despite a challenging operating environment
across FY24
•Q1 2025 settlements of 290 (132 new sales, 158 resales) were 14% higher than Q1 2024, with resales increasing 31%, while new
sales were down slightly year-on-year (-1.5%)
•Good balance of 1Q 2025 sales throughout NZ with 50% of sales coming from outside Auckland, Wellington and Christchurch
•Contracted stock rates are tracking favourably, with contracted new sales stock up 32% on the same time last year
•Summerset’s level of incentive usage on a per settlement basis over 2H24 was lower than what we have historically seen on
average over the last seven years
•We are seeing signs of more confidence in the market with lower interest rates and reports that property values are starting to rise,
and increased ability to sell homes
•We continue to have a strong brand, high customer satisfaction, the lowest deferred management fee in the market and a clear
proposition on weekly fees that is well understood by prospective residents
•As closing new sale stock reduces to levels seen at FY20 and FY21 we expect to release around $200m in additional new sales
receipts
•FY25 build rate guidance of 600 to 650 units to be sold under Occupation Right Agreements in New Zealand and 50 to 80 in
Australia, a similar rate to FY24 and we will assess this in line with market conditions throughout the year
Market conditions stable with some early signs of improvement. Steady settlements across 1Q25
1Q25 sales update
15
$266.8m
$383.4m
$369.2m
$398.2m
$443.2m
-
$100m
$200m
$300m
$400m
$500m
FY20FY21FY22FY23FY24
Summary financial metrics
Retail Bond Presentation
Financial Performance
Resilient balance sheet with consistent cash flows and profitability
Underlying profit
Total settlements of Occupation Rights
Total assets Net operating cash flows
Retained earnings IFRS NPAT
See note 2 of the FY24 annual report for detail on the calculation of underlying profit
$3,893m
$4,924m
$5,840m
$6,942m
$8,066m
-
$1,000m
$2,000m
$3,000m
$4,000m
$5,000m
$6,000m
$7,000m
$8,000m
$9,000m
FY20FY21FY22FY23FY24
$98.3m
$141.1m
$171.4m
$190.3m
$206.4m
-
$50m
$100m
$150m
$200m
$250m
FY20FY21FY22FY23FY24
381
438
470
543
650
404
540
537
560
588
-
200
400
600
800
1,000
1,200
1,400
FY20FY21FY22FY23FY24
ResalesNew sales
$1,037m
$1,542m
$1,766m
$2,139m
$2,421m
-
$500m
$1,000m
$1,500m
$2,000m
$2,500m
FY20FY21FY22FY23FY24
$230.8m
$543.7m
$269.1m
$425.3m
$339.8m
-
$100m
$200m
$300m
$400m
$500m
$600m
FY20FY21FY22FY23FY24
16
FY24 underlying profit
$206.4m
Underlying profit
17
•Record underlying profit of $206.4m, up 8% on
FY23 with improved performance in both care and
village operations
•Care EBITDA of $2.7m, with more units sold under
Occupation Right Agreements as our portfolio
transitions away from traditional care beds
•Village EBITDA of $193.2m, up 11% on FY23 with
strong growth in village services, deferred
management fees and realised gain on resales
•Head office expenditure of $68.1m, broadly in line
with FY23 - our review of operating expenses
undertaken in 1H24 resulted in savings of
approximately $4.7m within corporate overheads
(out of total savings of approximately $10.0m)
•Realised development margin of $118.4m, slightly
down from the $121.2m achieved in FY23, due to
unit mix of settlements having a higher weighting
towards care units
$133.4m
Annuity EBITDA
8%19%
NZ$mFY24FY23VarianceFY22
Care fees131.4109.620%96.2
Deferred management fees7.24.752%3.3
Realised gain on resales0.40.263%0.6
Care operating expenses(136.3)(115.2)18%(100.5)
Care EBITDA2.7(0.6)560%(0.4)
Village services61.552.817%45.7
Deferred management fees114.299.814%89.0
Realised gain on resales95.587.99%69.6
Village operating expenses(78.0)(66.7)17%(57.9)
Village EBITDA193.2173.811%146.4
Interest and other revenue5.55.43%4.8
Head office expenditure (post capitalisation)(68.1)(66.1)3%(53.7)
Annuity EBITDA133.4112.519%97.1
Realised development margin118.4121.2(2%)104.9
Underlying EBITDA251.8233.78%202.0
Depreciation and amortisation(19.1)(15.8)21%(13.6)
Finance costs(26.4)(27.5)(4%)(17.0)
Underlying profit206.4190.38%171.4
Refurbishment costs(16.9)(11.6)45%(4.6)
Profit after refurbishment costs189.5178.86%166.8
Retail Bond Presentation
Financial Performance
FY24 cash flows
18
$443.2m
Operating cash flows
Net resales receipts
•Record operating cash flows of $443.2m, up 11%
on FY23
•Operating cash flow growth driven by increases
from ongoing operations, being care and village
services (up 18% on FY23) and net receipts for
residents' loans – resales, up $33.6m on FY23 (or
32%)
•Investing cash outflows of $683.1m, up 2% on
FY23, compared to 11% growth in operating cash
flows
•Construction of new investment property (IP) & care
facilities includes good progress on main buildings
at Cambridge, Milldale, Waikanae and Whangārei
alongside construction spend at St Johns and
Boulcott
•Capitalised interest has increased in line with
construction, and land consented over the period
$138.2m
NZ$mFY24FY23VarianceFY22
Receipts from residents:
Care fees and village services194.7165.318%142.5
Receipts for residents' loans - new sales388.0362.77%347.3
Net receipts for residents' loans - resales138.2104.632%85.9
Interest received1.11.7(34%)0.4
Payments to suppliers and employees(278.9)(236.2)18%(206.9)
Operating cash flows443.2398.211%369.2
Sale / (purchase) of land(19.7)(56.5)(65%)(179.1)
Construction of new IP & care facilities(532.8)(523.3)2%(427.9)
Refurb of existing IP & care facilities(25.2)(19.5)29%(11.0)
Care centre upgrades(18.4)(1.7)980%-
Other investing cash flows(17.7)(14.6)21%(9.5)
Capitalised interest paid(69.2)(52.8)31%(24.2)
Investing cash flows(683.1)(668.5)2%(651.7)
Net proceeds from borrowings299.9322.9(7%)342.2
Net dividends paid(33.5)(34.3)(2%)(28.2)
Other financing cash flows(29.1)(31.0)(6%)(14.5)
Financing cash flows237.2257.7(8%)299.5
11%
32%
Retail Bond Presentation
Financial Performance
Total assets
$8.1b
FY24 balance sheet
Retained earnings
19
•Management continues to emphasise a prudent
approach to balance sheet management
•With economic conditions remaining restrictive, we
will continue to manage stock levels, while still
growing in Australia
•Total assets now $8.1b, up 16% on FY23, driven by
portfolio growth and the underlying value in our
existing villages
•Net tangible assets per share now $12.53, up 13%
13%16%
Summerset net tangible assets per share
$2.4b
1. Investment property and other assets have been restated for FY23. Refer to note 1 of the FY24 annual report for further details
NZ$mFY24FY23
1
VarianceFY22
Investment property7,3296,39415%5,418
Other assets737.3547.635%422.6
Total assets8,0666,94216%5,840
Residents’ loans2,8812,50715%2,165
Face value of bank loans and bonds1,7091,39922%1,074
Other liabilities506.5433.317%407.5
Total liabilities5,0974,33917%3,647
Net assets2,9692,60214%2,193
Embedded value1,7391,6207%1,488
NTA ($ per share)12.5311.0913%9.44
Retained earnings2,4212,13913%1,766
$12.53
-
$2
$4
$6
$8
$10
$12
$14
FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24
NTA per share
Retail Bond Presentation
Financial Performance
Capital management framework
Guiding principles to sustainably grow the business over the short to medium term
20
Balance sheet management
Investment decisions
Distributions
•Grow the business by delivering sustainable expansion opportunities in New Zealand and Australia, that
produce competitive returns for shareholders
•Retain flexibility in our growth plans – ensure we can adapt our growth objectives as conditions allow
Guiding principles
FY24 in review
•NZ villages in construction forecast to be
over $280m in positive net cash profits on
completion and first sell down
•Land bank appropriately spread across 12
NZ regions, plus Australia
•New refurbishment standards in place, care
centre upgrades well advanced
•Customer satisfaction of 97% and occupancy
of 94% for care and village
•Net debt of $1,697m with a gearing ratio of
36.4%
•Total debt facilities of $2.5b with undrawn
capacity of $784.9m
•Development assets exceed the value of net
debt by $317.8m, or 19%
•Final dividend of 13.2 cents per share
•This represents a payout for FY24 of
approximately $58.3m (before DRP), being
28.2% of underlying profit
•Summerset developments deliver positive net cash flows (net cash position) on completion
•Focus on diversification of location and broad acre investment, ensuring the business carries no core debt
•New investments must meet all internal hurdle rates (including development margin, net funding position, IRR,
population and penetration thresholds) on an individual and portfolio basis
•Disciplined approach to maintaining and improving existing asset base, ensuring its attractiveness to future residents
•Prudent approach to balance sheet management, target gearing ratio within an operating range of 30% to 40%
•Actively manage our stock levels, while still growing in Australia and moderating build rates as appropriate
•Expect a maximum drawn debt band of $2.0b to $2.5b over the short to medium term
•Ordinary dividend payout range to 20% to 50% of underlying profit
•Used to deliver long-term financial health, while giving its investors an appropriate return on their investment
Retail Bond Presentation
Financial Performance
36.4%
Debt metrics
Interest cover ratio
2
Gearing ratio
1
▪Strong financial discipline has ensured Summerset
is compliant with all lending covenants and
obligations
▪Gross debt of $1,709m, up from $1,399m at FY23
▪The business holds no core debt
▪Gearing ratio of 36.4% (near the midpoint of our
target band of 30% to 40%)
▪Interest cover ratio of 3.98x, more than twice the
bank covenant limit
▪The interest cover ratio applies to Summerset’s bank
facilities only – it is not a term of the Bonds
21
3.98x
Interest cover ratioFY24FY23Variance
Adjusted EBITDA
3
($m)182.6170.67%
Interest expense
4
($m)45.948.5(6%)
Interest cover ratio3.98x3.51x13%
Covenant limit1.75x1.75x
Retail Bond Presentation
Financial Performance
Gross borrowings and gearing
1. The gearing ratio calculation (net debt / net debt plus book equity) differs from Summerset
Group’s bank and bond LVR covenant (total debt of the Summerset Group / Property Value of the
Summerset Group)
2. Interest cover ratio is Adjusted EBITDA divided by interest expense, calculated on a 12-month
rolling basis
3. Adjusted EBITDA is EBIT less fair value movement of investment property, less deferred
management fees (calculated under NZ GAAP), plus net cash from resales, plus development
margin, less/plus other one off adjustments, plus amortisation and depreciation
4. Interest expense is the total interest and line fee costs prior to capitalisation of any interest and
line fees, excluding any interest and line fees incurred in relation to development tranches of bank
debt facilities
$452m
$587m
$673m
$750m
$1,074m
$1,399m
$1,709m
31.2%
33.3%
32.6%
27.8%
32.4%
34.8%
36.4%
0%
10%
20%
30%
40%
50%
-
$500m
$1,000m
$1,500m
$2,000m
FY18FY19FY20FY21FY22FY23FY24
Face value of bank loans and retail bondsGearing ratio (%)
$552.8m
$545.5m
$765.1m
$786.6m
$457.7m
$683.0m
-
$500m
$1,000m
$1,500m
$2,000m
$2,500m
Net debt
1H24
Underlying assets
1H24
Net debt
FY24
Underlying assets
FY24
Net debtUndeveloped landDevelopment WIPUnsold new stock
$2.0b
Development assets
$317.8m
Excess assets
Underlying development
assets
Net debt
1
to underlying assets
22
▪At 31 December 2024, net debt was $1,697m and
the value of development assets exceeded the value
of net debt by $317.8m, or 19%. This means that
the value of our land bank, development WIP and
units that have been delivered but not settled
significantly exceeds the debt we have used to hold
them (e.g. land), or turn into village assets
▪Development assets comprise:
▪$545.5m relating to undeveloped land, being the
fair value of our Australia and New Zealand land
bank
▪$786.6m for development WIP at cost (villages
under construction), and
▪$683.0m from unsold new sale stock, which is all
delivered new sale stock that is yet to settle
▪$157.4m of delivered stock was contracted
and awaiting settlement at 31 December
2024
▪Excess assets of $317.8m is also conservative as it
excludes any margin on development WIP or
undeveloped land, which is realised on delivery
$248m excess assets
$1,527m
$1,776m
$318m excess assets
$1,697m
$2,015m
Retail Bond Presentation
Financial Performance
1. Face value of drawn bank debt and retail bonds less cash and cash equivalents. Excludes
capitalised and amortised transaction costs for loans and borrowings and fair value movement on
hedged borrowings
Funding and
Security
Structure
23
Summerset Casebrook (Christchurch)
24
Funding and Security Structure
Summerset uses debt to fund the acquisition of land for future
development, and the development of land into villages
Debt is recycled out of completed village developments, into new
developments, as Occupation Right sales occur
The net proceeds of the 2025 bond offer will be used to repay a
portion of existing drawn bank debt of the Summerset Group.
Summerset then intends to use bank debt to fund the repayment
of Summerset’s SUM020 bonds maturing in September 2025.
This offer will provide diversification of funding sources and tenor
for the Summerset Group
Total facility (including bonds) had an average tenor of 3.6 years
at 31 December 2024. The issue of the proposed SUM060 bond
will increase tenor by approximately 0.2 years
▪Summerset has four NZ$ retail bonds on issue totalling
$575m, with SUM020 for $125m maturing in September 2025
▪NZ bank facility consists of seven tranches totalling $1,125m
provided by seven banks
▪Australian bank facility consists of six AUD tranches totalling
NZ$791m
1
provided by six banks
▪Bank facility had undrawn capacity of $785m as at 31
December 2024
Summerset debt maturity profile
Bank facility as at 31 December 2024 approximately $1.9b, plus existing $575m of retail bonds
Purpose of debt and maturity profiles
Retail bonds outstanding
1. Denoted in NZD for the purpose of demonstrating debt maturity profile
CodeIssue DateMaturitySize
SUM020Sep-18Sep-25NZ$125m
SUM030Sep-20Sep-27NZ$150m
SUM040Mar-23Mar-29NZ$175m
SUM050Mar-24Mar-30NZ$125m
24
Retail Bond Presentation
-
$200m
$400m
$600m
$800m
$1,000m
FY25FY26FY27FY28FY29FY30FY31
Bank facilityNZ bonds2025 bond offer2025 bond oversubscriptions
25
Funding and Security Structure
Key terms of bond LVR covenant
1
:
▪LVR must not exceed 50%
▪Reported breach of LVR on a test date is an Event of Review
▪If an Event of Review occurs, Summerset must follow a
process specified in the Trust Deed to attempt to remedy the
breach. If the breach has not been remedied at the end of this
process, an Event of Default occurs
▪During any Event of Review or Event of Default, Guarantors
are not permitted to make any distributions to non-Guarantors
▪Bondholders benefit from cross acceleration provisions
▪Management remain comfortable with the current level of
headroom to all bank and bond covenant ratios
38.0%
Bank & bond LVR
Significant headroom on loan to value ratio (LVR) covenant
Loan to value ratio covenant
Loan to value ratio
1. LVR covenant (Total Debt/Property Value) is less than or equal to 50%, being the ratio of:
(a) Total Debt (which is effectively principal amounts outstanding under Summerset’s bank facilities, bonds and
any other secured facilities); to
(b) Property Value of the Guaranteeing Group’s land and permanent buildings that have been mortgaged to the
Security Trustee
Refer to the glossary for the definition of Property Value
25
32.3%
35.9%35.9%
29.8%
35.3%
36.4%
38.0%
20%
25%
30%
35%
40%
45%
50%
FY18FY19FY20FY21FY22FY23FY24
CovenantsFY24FY23Variance
Gross debt at face value ($m)1,7091,39922%
Property value ($m)4,4963,84417%
Loan to value ratio38.0%36.4%4%
Covenant limit50.0%50.0%
Retail Bond Presentation
$8.1b
$5.1b
$3.0b
$0.0b
$2.9b
$1.7b
$0.5b
-
$1.0b
$2.0b
$3.0b
$4.0b
$5.0b
$6.0b
$7.0b
$8.0b
$9.0b
Total
assets
Liabilites
preferred
by law¹
Residents'
loans
Assets
remaining
Total bank
and bond
debt less
cash
(Net debt)
Other
liabilities²
Total
equity
Funding and Security Structure
▪Total assets as at 31 December 2024 of $8.1b, including
investment property ($7.3b) and PP&E ($0.6b)
▪Liabilities that rank in priority to the bank debt and bonds
include liabilities preferred by law
1
and liabilities secured by
Statutory Supervisors’ First Ranking Mortgages (Residents’
loans)
▪Assets of $5.1b 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 $1.7b as at 31 December 2024
▪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 2024
Assets of $5.1b available as security for financiers as at 31 December 2024 excluding residents’ loans
Security
1. Liabilities preferred by law include employee entitlements, tax authorities and rights of creditors preferred by law
2. Other liabilities include items such as trade and other payables, revenue received in advance, deferred tax
liabilities and lease liabilities
Manager’s interest in retirement
villages, care centres, and other assets
26
Retail Bond Presentation
27
Funding and Security Structure
Summerset Group syndicated lending structure simplified - at 31 December 2024
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
13 NZ Non-Village
Registered
Companies
Non-land holding
entities
38 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
3 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%
3 AU Village
Registered
Companies
100%
in each
▪Assets secured by second ranking
mortgages
▪Other assets secured by general
security deed
▪First ranking statutory charge in
place or to be registered, securing
the interests of village residents
18 AU Non-Village
Registered
Companies
Non-land holding
entities
27
Retail Bond Presentation
Offer Terms
and Timetable
28
Retail Bond Presentation
Offer Terms and Timetable
Key terms of the offer
SummaryDetail
Issuer
Summerset Group Holdings Limited
Instrument
Fixed rate, guaranteed, secured, unsubordinated bonds (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 bondholders share 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 Village Registered Companies 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 Village Registered Companies
Bank lenders and bondholders have first rights to the proceeds of security enforcement against all assets of Guarantors that are Non-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 preferred by law
Guarantee
Guaranteed by the Guaranteeing Group, consistent with bank lenders and existing bonds. Total assets of the Guarantors must be at least 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 23 May 2031
Offer Amount
Up to $100,000,000, 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 to redeem 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
1
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 testing process 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
Quotation
Application has been made to NZX to quote the Bonds on the NZX Debt Market under the ticker code SUM060
1. LVR = Loan to Value Ratio
29
Retail Bond Presentation
Offer Terms and Timetable
Key dates of the offer
Retail bond offerDate
Opening Date
Monday, 12 May 2025
Closing Date
11am, Thursday, 15 May 2025
Closing Date and Rate Set Date
Thursday, 15 May 2025
Issue Date and Allotment Date
Friday, 23 May 2025
Expected Date of Initial Quotation on the NZX Debt Market
Monday, 26 May 2025
Interest Payment Dates
23 February, 23 May, 23 August, 23 November
First Interest Payment Date
23 August 2025
Maturity Date
Friday, 23 May 2031
30
Questions
31
Summerset Cranbourne North (Vic, Australia)
Appendix
Summerset Down the Lane (Hamilton)
32
Appendix
Retail Bond Presentation
Board of Directors
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
Capital Prudential Diversified
Development Fund Pty Ltd, a Board
Member of the ACT Government City
Renewal Authority and an Independent
Member of the MaxCap Equity Investment
Committee. 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, 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
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.
33
Appendix
Retail Bond Presentation
Board of Directors
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, and a
board member of Duncan
Cotterill.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.
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.
34
Appendix
Retail Bond Presentation
Management
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.
Margaret Warrington
Chief Financial Officer|CA, BCA,
DipTeach
Margaret leads Summerset’s
Finance and Strategy teams
along with Corporate Services
including our Property and Legal
teams.
Before joining Summerset
Margaret was CFO at NZX/ASX
listed technology company
EROAD, CFO at Statistics New
Zealand and was previously
Summerset’s Head of Finance.
Margaret holds a Bachelor of
Commerce and Administration
and is a member of Chartered
Accountants ANZ. She also holds
a Diploma of Teaching.
Chris Lokum
Chief People Officer | 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
Chief Marketing Officer |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
Chief Sales Officer
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.
35
Appendix
Retaill Bond Presentation
Management
Aaron Smail
Chief DevelopmentOfficer NZ
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
Chief ConstructionOfficer NZ
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
Chief Operating Officer NZ|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
Chief Operating Officer Australia|Masters
Property (UNSW) BLArch (UNSW)
Stewart leads Summerset’s
activities in Australia including land
acquisition, design, development
and construction as well as the
retirement and aged care
operations. With nearly 30 years’
experience, Stewart has previously
held senior executive positions
across property development,
sales and operations within the
retirement and aged care sector.
Robyn Gillespie
Chief Digital Officer |BA
Rob leads Summerset’s Group
technology team with responsibility
for technology and digital systems
across Australia and New Zealand.
Rob has over 30 years in senior
tech roles delivering great
outcomes for those businesses
and their stakeholders.
Prior to joining us Rob was Chief
Information and Operating Officer
for nine years at WSP Australia
and New Zealand and has worked
across sectors including Downer,
Spark, Dimension Data and Unisys
where she started her career as a
software developer.
Rob holds a Bachelor of Arts from
University of Canterbury and has
completed the Institute of Directors
programme.
36
Glossary
Summerset glossary of key definitions
37
Adjusted EBIT
Adjusted EBIT is EBIT less fair value movement of investment property, less deferred management fees (calculated under NZ GAAP), plus
net cash from resales, plus development margin, less/plus other one off adjustments
Adjusted EBITDA
Adjusted EBITDA is Adjusted EBIT plus amortisation and depreciation
Annuity EBITDA
EBITDA from care and village operations with adjustments for interest income, other revenue and head office expenditure. It excludes any
earnings from development
Care EBITDA
Care fees from providing care (e.g. rest home and hospital care), deferred management fees from care units and realised resale gain from
care units less costs of operating the care centres. This excludes any allocation of head office cost
Care unitMemory care apartment, care suite or care bed either sold under ORA or available on a daily charge
Deferred management fees
Resident fee charged under ORA (the standard rate is 25% of the ORA price) which is deducted from the amount repaid to the outgoing
resident upon resale of the unit. The fee is in consideration for the right to accommodation and the use of communal facilities over the entire
length of a resident’s stay
Development margin
The first time ORA sales receipt less the cost for developing each unit sold under ORA. Costs incorporate the land cost, share of
infrastructure costs (e.g. roading, civils), direct independent living unit (ILU) costs, share of other costs (e.g. landscaping, FF&E),
management fees (including a share of corporate overheads) and interest costs. Development margin excludes recreation and administration
facility costs and care centre costs (for non-ORA units)
Embedded value
Non-GAAP measure that reflects the balance of DMF accrued by the resident and the resale gain (being the difference between the price paid
by the last resident and the price that would be paid by an incoming resident across the portfolio) at reporting date
Face value of bank loans
and retail bonds
Face value of bank debt and retail bonds excludes capitalised and amortised transaction costs for loans and borrowing, and fair value
movement on hedged borrowings
Gearing ratioGearing ratio is calculated as net debt divided by net debt plus book equity
Retail Bond Presentation
Appendix
Glossary
Summerset glossary of key definitions
38
Head office expenditure
Head office functions that support the business in effectively operating our retirement villages and care centres. These include employee
expenses (e.g. management), sales and marketing costs for the villages, software and technology costs, travel costs, directors' fees,
consultancy costs and compliance costs
Interest cover ratio
Interest cover ratio is Adjusted EBITDA divided by interest expense, calculated on a 12-month rolling basis
Interest expense
Interest expense is the total interest and line fee costs prior to capitalisation of any interest and line fees, excluding any interest and line fees
incurred in relation to development tranches of bank debt facilities
Loan to value ratioLoan to value ratio is the gross borrowings at face value divided by property value
ORA unit
Any retirement or care unit sold under an Occupation Right. This includes villas, apartments, serviced apartments, memory care apartments
and care suites
Property value
Property value is calculated as the valuation amount of all properties that have been externally valued, plus the cost of all properties not
externally valued, plus 50% of the costs incurred to date on developments that are not complete, net of residents’ loans
Realised gain on resales
The difference in resale unit sales price between the incoming resident and the previous resident. This excludes DMF (shown separately)
and forms part of underlying profit and annuity EBITDA
Retirement unitVilla, apartment or serviced apartment sold under ORA
Underlying profit
Non-GAAP financial measure used by Summerset to monitor financial performance and determine dividend distributions. Calculated by
making the following adjustments to IFRS net profit after tax: remove fair value movement on investment property, remove impairment
expense and other one-off costs, add realised gain on resales, add realised development margin, remove deferred tax
Village EBITDA
Village services revenue (e.g. weekly fees), deferred management fees from retirement units and realised resale gain from retirement units
less costs of operating retirement villages. This excludes any allocation of head office cost
Retail Bond Presentation
Appendix
600
450
30
30
30
30
30
132
160
-
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 Australia enter into a Residence and
Management or Services Contract
▪Both an ORA and a Residence and Management or
Services 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 Australia, within six months of the resident
vacating the unit or when Summerset resells or
reoccupies the unit (whichever is earlier)
Retail Bond Presentation
39
Virtual reality experience
Lumin technology
▪Summerset operates under a 25% DMF
accrued over 4 years
1
– calculated as a % of
entry price
▪Resident tenure of 8 years and House Price
Inflation growth of 3% p.a.
At exit Summerset receives:
$292k
▪Capital gain $160k
▪Accrued DMF $132k (net
of refurbishment cost
2
)
$742k
sale
price to
new
resident
1. Note that DMF is not always accrued over four years
2. Refurbishment costs have been calculated as 3% of entry price. Accrued DMF is used to cover the cost of refurbishment at exit
($k)
39
Illustrative example (independent living unit):
Retail Bond Presentation
▪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
1. Subject to the rights of creditors preferred by law, as detailed on slide 26
Bondholders on an equal ranking security basis with bank lenders
Appendix
40
Entity typeAssetsNew Zealand security
1
Australia security
1
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 deedFirst ranking mortgage and general security deed
Customer profile and occupancy
Occupancy, tenure and resident demographic statistics
Occupancy – retirement villages
Occupancy – established care centres
Average entry age of residents (years)
Average tenure (years)
96%
97%
93%
93%
94%
-
20%
40%
60%
80%
100%
FY20FY21FY22FY23FY24
96%96%
95%95%
94%
-
20%
40%
60%
80%
100%
FY20FY21FY22FY23FY24
79.3
78.9 78.9
79.4
79.8
78.8
84.6
85.1
85.2
83.6
85.5
85.5
60.0
65.0
70.0
75.0
80.0
85.0
90.0
FY22FY23FY24
VillasApartmentsServiced and memory care apartmentsCare suites
6.1
7.1
6.7
4.6
5.3
4.7
2.4
2.5
2.4
0.71.00.7
-
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
FY22FY23FY24
VillasApartmentsServiced and memory care apartmentsCare suites
Retail Bond Presentation
Appendix
41
Summerset growth and key demographics
27 years of consistent delivery and growth
Summerset build rate
New units delivered includes retirement units, memory care apartments, care suites and care beds
New Zealand population growth 75 years and over
Victoria population growth 75 years and over
-
2%
4%
6%
8%
10%
12%
14%
16%
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
20022007201220162022202420282033203820432048205320582062
VIC population 75+ (LHS)% population 75+ (RHS)
Source: Australian Bureau of Statistics and Statistics New Zealand
7,970
-
2%
4%
6%
8%
10%
12%
14%
16%
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
20022007201220162022202420282033203820432048205320582063
NZ population 75+ (LHS)% population 75+ (RHS)
-
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
9,000
1997199819992000200120022003200420052006200720082009201020112012201320142015201620172018201920202021202220232024
Units
Existing unitsNew units delivered
Retail Bond Presentation
Appendix
42
Ngā mihi
For more information:
Margaret Warrington
Chief Financial Officer
investor.relations@summerset.co.nz
+64 4 894 7320
43
---
Indicative Terms Sheet
Summerset Group Holdings Limited
12 May 2025
Joint Lead Managers:
Artist impression of Summerset Boulcott
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 $100,000,000 (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 23 May 2031 (“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 12 May 2025 (together, “Trust Documents”)
entered into between Summerset and The New Zealand Guardian Trust Company Limited (“Bond
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 Indicative 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;
• 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; and
• Summerset’s bonds maturing on 8 March 2030, which have a fixed interest rate of 6.43% per
annum and are currently quoted on the NZX Debt Market under the ticker code SUM050,
(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 net proceeds of the Offer will be used to repay a portion of existing drawn
bank debt of the Summerset Group. Summerset then intends to use bank debt
to fund the repayment of Summerset’s SUM020 bonds, which mature on 24
September 2025. The Offer will provide diversification of funding sources and
tenor for the Summerset Group.
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
owned by each Village Registered Company incorporated in Australia.
This generally ranks second in priority behind a statutory charge against
the land and permanent buildings arising under the relevant retirement
villages legislation securing amounts owing to village residents. Note
that Summerset has three Village Registered Companies in Australia,
and continues to progress a number of village developments in Victoria.
• A first ranking mortgage over the 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 $100,000,000 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 Margin and the Base Rate, but in
any case will be no less than the minimum Interest Rate of 5.35% 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 1.95% – 2.10% 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 23 February, 23
May, 23 August and 23 November of each year up to and including the Maturity
Date. The first Interest Payment Date will be 23 August 2025.
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.
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.
6
Indicative Terms Sheet
Summerset Group Holdings Limited
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
NZSUMD0060L3.
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).
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
SUM060.
7
Indicative Terms Sheet
Summerset Group Holdings Limited
Selling
Restrictions
The Bonds may only be offered for sale or sold in New Zealand and Australia in conformity
with all applicable laws and regulations in New Zealand and Australia and the selling
restrictions set out in this Indicative Terms Sheet. Specific selling restrictions (as at the
date of this Indicative Terms Sheet) are set out below for Australia.
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.
Australia
This Indicative Terms Sheet is not a prospectus, product disclosure statement or any
other “disclosure document” (as defined in the Corporations Act 2001 of Australia (“the
Australian Corporations Act”)) and does not contain all the information which would be
required in a “disclosure document” under the Australian Corporations Act. This Indicative
Terms Sheet has not been and will not be lodged or registered with the Australian
Securities & Investments Commission (“ASIC”) or the Australian Securities Exchange and
Summerset is not subject to the continuous disclosure requirements that apply in Australia.
This Indicative Terms Sheet or any other offering material relating to the Bonds may not be
distributed or published in Australia and the Bonds must not be offered for issue or sale in
Australia (including to a person in Australia) unless:
a. the aggregate consideration payable by each offeree is at least A$500,000 (or its
equivalent in an alternative currency and, in either case, disregarding moneys lent by the
offeror or its associates) or the offer or invitation does not otherwise require disclosure to
investors under Parts 6D.2 or 7.9 of the Australian Corporations Act;
b. the offer does not constitute an offer to a “retail client” as defined for the purposes of
section 761G of the Australian Corporations Act;
c. such action complies with any applicable laws and directives in Australia; and
d. such action does not require any document to be lodged with ASIC.
Prospective investors should not construe anything in this Indicative Terms Sheet as
legal, tax or other professional advice nor as financial product advice. In particular, if any
financial product advice is, in fact, held to be given by Summerset in connection with this
Indicative Terms Sheet, it is general advice only. Summerset does not hold an Australian
financial services licence and is not licensed to provide financial product advice in
relation to the Bonds.
Governing
Law
New Zealand
8
Indicative Terms Sheet
Summerset Group Holdings Limited
Important Information
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
Monday, 12 May 2025.
Closing Date
11.00am, Thursday, 15 May 2025.
Rate Set Date
Thursday, 15 May 2025.
Issue Date and
Allotment Date
Friday, 23 May 2025.
Expected Date of
Initial Quotation
Monday, 26 May 2025.
Maturity Date
Friday, 23 May 2031.
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
MUFG Pension & Market Services (NZ) Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Arranger and Joint Lead Manager
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011
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
Bond Supervisor
The New Zealand Guardian Trust Company Limited
Level 2, 99 - 105 Customhouse Quay
Wellington 6011
Statutory Supervisor
Public Trust
Level 16, 151 Queen 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
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