Indicative Terms Sheet for an issue of up to $75,000,000 Fixed Rate Bonds (plus up to $25,000,000 oversubscriptions) due 11 July 2023.
The product disclosure statement for the Bonds ("PDS"), which contains full details of the offer, is available at www.summerset.co.nz/bondoffer or can be obtained from the Joint Lead Managers, or your usual financial advisor. Investors must obtain a copy of the PDS before they apply for Bonds.
Issuer | Summerset Group Holdings Limited ("Summerset") |
Instrument | Fixed rate, guaranteed, secured, unsubordinated bonds ("Bonds") |
Status | The Bonds will be issued under the Master Trust Deed dated 30 May 2017. 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. The Bondholders have the benefit of the following coverage ratios:
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Purpose | The proceeds of the offer will be used to repay a portion of existing drawn bank debt and 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, the development and construction of Registered Retirement Villages, and to manage the timing of Occupation Right sales to residents for developing and existing Registered Retirement Villages. |
Security | The Bondholders will share the benefit of the same security package as Summerset's banks on a pro rata basis. This security is held by the Security Trustee. The key securities that Summerset's banks and Bondholders will have the benefit of are:
and obligations owing to village residents; and The Statutory Supervisor is entitled to the proceeds of security enforcement against all assets of the Village Registered Companies, in priority to Summerset's banks and Bondholders. Summerset's banks and the Bondholders share the remaining proceeds of security enforcement against Village Registered Company assets to which the Security Trustee is entitled on a pro rata basis. Refer to the PDS for more detail on Security. |
Financial Covenant | LVR Covenant Summerset will ensure, on each Test Date, that the ratio of:
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 Master 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 PDS and Master Trust Deed for more detail on Covenants. |
Credit Ratings | The Bonds will not be rated |
Issue Amount | Up to $75,000,000 plus oversubscriptions |
Oversubscriptions | Up to $25,000,000 at the discretion of the Issuer |
No Public Pool | All Bonds, including oversubscriptions, will be reserved for subscription by clients of the Joint Lead Managers, Primary Market Participants and other persons invited to participate in the bookbuild. |
Interest Rate | To be determined by the Issuer in conjunction with the Arranger following the bookbuild, and be announced by Summerset via NZX on the Rate Set Date The Interest Rate will be equal to the sum of the Swap Rate and the Margin but in any case will be no less than the minimum Interest Rate announced through the NZX on or about 6 June 2017. |
Indicative Margin | The Issuer expects to announce an Indicative Margin through NZX on or about 6 June 2017. |
Swap Rate | The mid-market swap rate for an interest rate swap from the Issue Date to the Maturity Date as calculated by the Issuer in conjunction with the Arranger on the Rate Set Date. |
Interest Payments and Interest Payment Dates | Interest will be paid quarterly in arrear in equal amounts on 11 January, 11 April, 11 July and 11 October (or if that day is not a Business Day, the next Business Day) of each year up to and including the Maturity Date. The first Interest Payment Date will be 11 October 2017. |
Early Bird Interest | The Issuer will pay interest on subscription money at the Interest Rate for the period from (and including) the date on which subscription money is banked, to (but excluding) the Issue Date, unless subscription money is returned for any reason. Early Bird Interest will be paid within 5 Business Days after the Issue Date. |
Record Date | 10 days before the due date for a payment or, if that day is not a Business Day, the immediately preceding Business Day |
ISIN | NZSUMD0010L8 |
Listing | 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 will be duly complied with. However, the Bonds have not yet been approved for trading and 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 Financial Markets Conduct Act 2013. Ticker code SUM010 has been reserved for the Bonds. |
Denominations | Minimum denomination of $5,000 with multiples of $1,000 thereafter |
Arranger & Organising Participant | ANZ Bank New Zealand Limited ("ANZ") |
Joint Lead Managers | ANZ, Deutsche Craigs Limited, First NZ Capital Securities Limited and Forsyth Barr Limited |
Registry & Paying Agent | Link Market Services Limited |
Brokerage | 0.50% plus 0.50% on firm allocations paid by Summerset |
Governing Law | New Zealand |
Selling Restrictions | The Bonds are being offered only in New Zealand. The Issuer has not taken, and will not take, any action which would permit a public offering of the Bonds, or possession or distribution of any offering material, in any other jurisdiction. The Bonds may only be offered for sale or sold in accordance with all applicable laws and regulations in any jurisdiction in which they are offered, sold or delivered. By subscribing for Bonds, each investor agrees to indemnify the Issuer, 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 damages suffered as a result of an investor breaching these selling restrictions. |
Bookbuild Date | 12.00pm, Wednesday 14 June 2017 |
Rate Set Date | Wednesday 14 June 2017 |
Opening Date | Thursday 15 June 2017 |
Closing Date | 5.00pm, Thursday 6 July 2017 |
Issue Date | Tuesday 11 July 2017 |
Expected Quotation | Wednesday 12 July 2017 |
Maturity Date | Tuesday 11 July 2023 |
The dates set out in this Terms Sheet are indicative only and subject to change. Summerset may vary the timetable in its absolute discretion and without notice. Any such changes will not affect the validity of any applications received. Summerset reserves the right to cancel the Bond offer, in which case all application monies received will be refunded (without interest) as soon as practicable.
Capitalised terms used but not defined in this Terms Sheet have the meanings given to them in the PDS.
Summerset Group Holdings Limited published this content on 30 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 29 May 2017 22:56:07 UTC.
Original documenthttp://www.summerset.co.nz/assets/Investor-Centre/NZX-2017/2017-30-5-Indicative-Terms-Sheet.pdf
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