Oceania Healthcare Limited (OCA) Earnings Call Transcript & Summary

August 25, 2023

New Zealand Exchange NZ Health Care Health Care Providers and Services shareholder_meeting 71 min

Earnings Call Speaker Segments

Elizabeth Coutts

executive
#1

Good afternoon, ladies and gentlemen and fellow shareholders. Thank you very much for joining us today for the Annual Meeting of Oceania Healthcare Limited. Today's meeting is being held both in person here at Park Hyatt in Auckland, but also online. The online meeting allows shareholders, proxies and guests to attend the meeting virtually online. Shareholders and proxies who are attending the online meeting have the ability to ask questions and submit votes online. I would encourage you to send your questions through as early as possible as that will allow us to answer the questions at the appropriate time during the meeting. If you have any issues with voting or asking questions, please refer to the virtual meeting guide or use the Q&A tab to ask for help and a member of the Computershare team will assist you. I am pleased to advise that this meeting has been properly convened and the Notice of Meeting duly given. This being a quorum of shareholders present, I declare the annual meeting open. I am Elizabeth Coutts, Chair of Oceania Healthcare. To begin with, I would like to take this opportunity to introduce those people alongside me today, our directors and management. On my left is Brent Pattison, our Chief Executive Officer. On my right is Alan Isaac, an Independent Director and Chair of the Audit Committee, and he's also a member of the People and Culture Committee. Alongside Alan is Rob Hamilton, an Independent Director. Rob is the Chair of the newly formed Sustainability Committee and a member of the Audit Committee. Next to Rob is Greg Tomlinson, an Independent Director, Chair -- Greg is Chair of the Development Committee. Next to Greg is Dame Kerry Prendergast, an Independent Director. Dame Kerry is the Chair of our Clinical and Health and Safety Committee. And next to Kerry is Sally Evans, an Independent Director. Sally is Chair of the People and Culture Committee and a member of the Clinical Health and Safety Committee and the Sustainability Committee. Next to Sally is Peter Dufaur, an Independent Director. Peter is a member of the Development Committee. Also in attendance today are members of our executive team: Kathryn Waugh, our Chief Financial Officer; Anna Thorburn, Group General Manager of Corporate Services; Andrew Buckingham, our Group General Manager of Property and Development; and Anita Hawthorne, our Group General Manager, Sales and Services. Also in attendance today are representatives from Chapman Tripp here in the first row, our legal advisers; and PricewaterhouseCoopers, our auditors, also in the front row. Now voting. When we come to the formal part of the business of the meeting, I should put various motions to the meeting that will need to be seconded. Where appropriate, I shall give an opportunity for discussion and then put the motion to the vote. In accordance with the NZX listing rules, voting will be by poll, and I would ask only shareholders and/or proxy holders to vote, please. PricewaterhouseCoopers, Oceania's auditor, will act as scrutineer. The results of the meeting will be published to the market later today. For those shareholders and proxies attending the meeting online, I will shortly open voting for all resolutions to provide you with enough time to vote. At that time, if you are eligible to vote at this meeting, a Vote icon will appear. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote, simply select your voting direction from the options shown on the screen. You may vote for all resolutions at once or by each resolution. Your vote has been cast when the tick appears. To change your vote, select Change Your Vote. If -- you have the ability to change your vote up until the time I declare voting closed. I now declare voting open on all items of business. For those of you attending the meeting online, please submit your votes using the Vote icon at any time. I will let you know when I move to close voting. For those of you attending the meeting in person here, for now, you should all have a voting paper, which was given to you when you registered. If you do not, can you please indicate that now by raising your hand, and a member of Computershare team will assist you. For those attending the meeting here in person, should you wish to address that comment or question to the Chair, please raise your hand, and we will bring a microphone to you. By way of introduction, please advise your name, whether you are a shareholder, or if a proxy holder, the name of the shareholder represented. For those attending the meeting online, questions can be submitted at any time. [Operator Instructions] Please note that while you can submit questions from now on, I will not address questions until the relevant time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, those questions may be combined. Finally, due to time constraints, we may run out of time to answer all of your questions. If this happens, we will answer them in due course via e-mail or by posting responses on our website. The Notice of Meeting. The Notice of Meeting was e-mailed or mailed to all shareholders and contains the business to be dealt with at this meeting. Apologies. Are there any apologies that anyone would like to have recorded, please? A number of shareholders have appointed proxies to pass the vote. 466 shareholders hold 290,093,890 shares, which represents 40.06% of the shares on issue, are represented by valid proxies. The Board is holding 274,854,389 of these proxy votes. I would advise the number of proxies held by the Board to be voted in favor after each resolution that we put for the meeting today. The minutes of the previous annual meeting were reviewed at the first meeting of directors of the company following the annual meeting and we confirmed as a true and correct record of the meeting. The minutes are available for review on the company's website. Our Group General Manager, Corporate Services, also has copies available should any shareholder wish to review them at the conclusion of this meeting. The annual report. The first item of business to consider and receive the annual report and financial statements for the year ended 31st of March 2023, and the audit report thereon. The annual report contains the financial statements and the auditor's report for the year ended 31st of March 2023, is available to shareholders on the company's website and was circulated either electronically or in a hard copy form to all shareholders on the register at the time of the mailing. We shall take the annual report as having been read. Before seeking your comments on the annual report, I will provide you with an update on our company's performance. This will be followed by an address from Brent Pattison, our Chief Executive Officer. Let me now share with you my own insights and reflections on the past year and where we're headed. I want to begin by thanking our team and our partners and our shareholders for the support shown to the business. A great deal of hard work has gone into managing some extraordinary challenges during the year as well as making progress on our longer-term goals to build value. I would like to acknowledge and thank, sincerely thank our team of almost 3,000 team members across all of our sites. Our people have worked extremely hard to continue to deliver outstanding services to our 4,000 residents. I would particularly like to acknowledge the efforts of our team and going the extra mile for the residents during the Auckland Anniversary Weekend flooding and Cyclone Gabrielle. Our team's response to the very significant weather events this country has experienced reflects the dedication and commitment to our goals and values. These events have also been a wake-up call about climate change and sustainability. And I'll talk a little more in a moment about how as a company we are addressing this at a strategic level. I would also like to thank you, our shareholders, for your continued support. I don't need to tell a room of experienced investors just how challenging recent market conditions have been. While these challenges need careful management, it's important we see them within the context of very considerable opportunities ahead and the tailwind conditions for the sector, the demand we position ourselves for future growth. We all know just how challenging the global pandemic was for elder care. While we have moved beyond the acute phase of the pandemic with the last restrictions removed just a fortnight ago by the government, the health and safety of our residents remains paramount. This remains an issue we need to manage carefully. The acute phase of pandemic may have receded, but we remain in the midst of its financial repercussions which, as we all know, have been significant. The inflationary environment produced by quantitative easing as well as the war in Ukraine and other factors remains with us. This was the fact during the decision by the Board in May 2023 to adjust the company's dividend policy to a payout ratio of 30% to 50% of underlying net profit after tax. The adjustment enables a more prudent approach to debt management and an environment of higher interest rates. It also provides flexibility to retain capital to pursue growth opportunities through all phases of the property cycle. We were pleased to declare and, of course, pay a final dividend of $0.013 per share, which takes full year dividends nonimputed to $0.032 per share and represents 39% of underlying net profit after tax. The dividend reinvestment plan for our New Zealand and Australian shareholders was applicable for this dividend, which was paid to shareholders on the 21st of June 2023. This reflects a solid performance and continues to demonstrate the company's resilience. The Board is well aware that we ended the financial year with a market capitalization of the group below the carrying value of the group's net assets and shareholders' funds. It should be noted that more than 90% of total assets at 31st of March 2023 are property assets carried at fair value as assessed by both CBRE Limited and Colliers Limited, respectively, as independent valuers. Oceania has demonstrated resilience by navigating a number of industry market headwinds over recent years, and we remain confident in the long-term value of our portfolio, which we believe will deliver for shareholders in the years to come. Strategic capital management remains a core focus for the Board and management team. And in an environment of increased funding costs and capital constraints faced by others in the sector, it's not surprising there has been increased scrutiny of the sector's capital capacity and management. Rising interest rates and economic uncertainty are seeing a greater focus on cash generation and balance sheet management for Oceania as well as the sector as a whole. Oceania has a proven record of cash generation from its existing site developments, and going forward, remains focused on consistently achieving positive outcomes in recycling cash. Aside from the short-term challenges, it's really important that these are seen within the context of the overall landscape of the sector in the Aotearoa New Zealand, but significant tailwinds for our sector in business remain. The most significant is demographic change. Our country's population is aging, and is doing so as part of the community that is seeking quality life choices and opportunities for the later years. Consider that in 1981, 7% of Kiwis were in the older demographic. By 2013, that was 14%. By 2030, that group will make up 25% of the population. We face not only an aging population, but an urbanizing one as well. For example, Auckland is expected to comprise 40% of the country's population by 2038. This aging cohort is less fragile and more independent than ever. They are healthier, wealthier and more active, including in the workforce, just 6% of the labor force. In 2015, for example, just 6% of the labor force was 65 years or older. By 2038, that ratio may become as high as 13% with a forecast labor participation rate between 19% to 31%, which illustrates just how significant these trends are not only for our business, but also our sector. So yes, we are currently dealing with an increase in working capital due to an increase in the average number of days to settle the sale of independent living units. But these challenges on the residential property market ought not to obscure the real and significant opportunity in front of us, reflected in strong demand from the market for high-quality and bespoke product. Our recent successful launch of The Helier in Auckland is a good example. We continue to see high levels of inquiry for both our independent living units and care suites across New Zealand, and our unit pricing has remained resilient. We are also starting to see indications that the residential property market conditions and sentiment are improving with some units settling within shorter time frames than we were anticipating. Brent will provide further detail on the sales progress and comment on our portfolio shortly, but it's vital that we continue to position ourselves for future growth. Governance and Sustainability. In addition to strategic capital management, the Board's focus this year has been on further improving our governance. And to that end, the Board has enjoyed being able to return to meeting in person again over the last year. Directors have made the most of opportunities to visit many of our sites and meet with residents around the country to receive their feedback, which is incorporated into our continuous improvement processes. A specific area of focus from a governance perspective have been sustainability. I mentioned earlier the impact of extreme weather events and climate change. These issues, coupled with the existing commitment to the business through sustainability, saw the Board establish a dedicated Sustainability Committee with Rob Hamilton as Chair, Sally Evans as Director, along with myself. We are responsible for assisting the Board in providing leadership and policy for sustainability initiatives, reviewing progress towards achieving sustainability targets and overseeing the implementation of Oceania's sustainability strategy. Sustainability is already an important focus for our business, and we thought it required additional scrutiny and strategic focus at a Board level. Part of this will be reviewing progress towards identifying and addressing climate-related issues and opportunities. Climate resilience is a key focus for Oceania to enable long-term value creation. Our first mandatory climate-related disclosures will be released to the market in May 2024. We released our new Sustainability Framework in May 2023, which sets out our goals through until 2030. Oceania had successfully trialed and has now adopted the Five Ways to Wellbeing Framework throughout our villages and care centers. This framework is an evidence-based approach to improving health and wellbeing endorsed by the Mental Health Foundation. We continue to perform well against our key resident well-being metrics. Regulation. Another strategic focus for us in the past year has continued to be supporting industry efforts that address government underfunding of the aged care sector. The demographics are self-explanatory, and the urgency is beyond question, and yet government funding for aged care beds is between just 15% to 25% bed of the hospital sector. Efforts to achieve pay parity for nurses, for example, in our sector compared to public hospitals, is taking far too long. Of course, this funding is a challenge for us all as a country with some estimates supporting age-related provision at 40% of government spending by the late 2020s. But the reality is that without reform to improve government funding, aged care facilities will continue to close, pushing patients back into the public health sector that is already overloaded. There are around 14,000 beds in the public health sector compared to 40,000 in the aged care sector, and yet our facilities continue to be significantly underfunded. We have been part of representations to the government for over a year, and we've contributed to industry investment to define this problem in very clear terms. It is a situation that requires urgent attention. So looking ahead. In closing, can I reiterate my thanks to all our team for their efforts and the sheer tenacity they've shown in the last FY '23 in tough conditions. Oceania continues to demonstrate resilience and make considerable progress to ensure that we are well positioned to build future value. I would now like to invite our CEO, Brent Pattison, to share his report with you. I will -- I'll hand over to Brent, our CEO.

Brent Pattison

executive
#2

Well, thank you very much, Liz, and good afternoon, everyone, to the beautiful Park Hyatt. A warm welcome to you all. I'm privileged to be in a position as Chief Executive Officer in leading Oceania. And I'm certainly proud of the transformative work that we, as an organization, have been undertaking to lead the sector towards change. Improving the lives of our residents is my driving passion, and it's actually what attracted me to the sector. Our residents have lived purposeful lives, and it's listening to their stories and their life experiences that improves what we do as an organization and what drives us to, every day, Believe in Better. Like Liz, I regularly visit our retirement villages and care centers, and I see the wonderful work that our team members do. It is nothing short of inspiring. And I'm extremely proud of all of our team members, some of which are in the room, to be involved in the pursuit of excellence at Oceania. This is my second Annual Shareholders Meeting as CEO. And as Liz mentioned, it's great to be meeting again in person. Although the upskilling that we all did during COVID around virtual connectivity has had its benefits, welcome to everyone watching this as a live stream, and please do take the advantage and the ability to engage online with questions if you would like. We really have been through a period of unprecedented disruption. We've had a pandemic, and now we have recent economic challenges. And it is true to say that it is felt by all of us. It's important that we reflect on the year that's been, but more importantly, today is an opportunity for me to share with you the great strides that we have made in our strategy in repositioning our portfolio and being well placed in the market with a leading offer. As general market conditions improve, and we welcome a compelling demographic, e.g., the baby boomers, as our future residents, the outlook is positive. Turning to our full year '23 financial highlights. We delivered a 5% increase in underlying EBITDA to $80 million. Pleasingly, villa and apartment DMF grew 18% to $39 million. Our focus on premium care is paying off. Premium care revenue rose to $20.4 million, an 8% rise. Around 60% of our care portfolio is now premium beds or care suites. Care premiumization is well established, and we are delighted with the accelerated growth in our care suite product innovation and healthy presale activity that we're seeing in our recently completed Lady Allum and Woodland properties. On the right-hand side of the graphic is our sales performance. A total of 408 new sales and resales were achieved in full year '23. We've been able to maintain our pricing across our portfolio, delivering a strong development margin of 35.9% and resale margin of 21.5%. It was satisfying in FY '23 to not only deliver a solid result in tough conditions, but importantly, to make progress on our strategy to deliver future value. So turning to that strategy and portfolio transformation. We are well underway with our 5-year strategy. As we have seen from our FY '23 results, our intentional and disciplined investment is already delivering value. Oceania has more than doubled total assets to $2.54 billion, up from $0.9 billion at our IPO. This represents around $1.33 per share on a net tangible asset basis. Over the last several years, we've added $1.6 billion of asset value. This investment has been in brand new developments, acquisitions and product transformation which has repositioned Oceania with a best-in-class portfolio. We integrate independent living and care in a premium, bespoke and boutique resident population environment. Since IPO, we have added 1,200 brand-new apartments, villas and care suites over 16 premium locations as a nationwide provider of retirement and aged care living. We undertook to position the balance sheet with an attractive cost of debt, made up of 2 retail bond offers, hedging and an extension of our banking facilities. And we did this for the significant repricing of debt that's incurred -- that has occurred in New Zealand more recently. So in essence, we have been building and repositioning Oceania's portfolio with highly effective capital management allocations. Now to the pictures. On the following slide, you can see 2 examples of the transformation that has occurred in Oceania's portfolio. These are some of the earlier examples of taking existing sites that we owned and reimagining the communities on those sites. Meadowbank is now a vibrant resident community of around 300 people with the last stage of the development being a global best practice specialist dementia living environment. The Sands and Browns Bay, for those that have seen it, is the careful curation of high-end apartment and hospital-certified care suite living in the same building, importantly, in a beachside community on less than 1 hectare of land. If we think about value from our developments and acquisitions, as we have invested for the future, if we consider the properties that we have either purchased or undertaken development at since IPO, including both brownfield and greenfield, these properties now represent around 80% of our total asset value. We undertake an independent valuation exercise every 6 months, including recently having CBRE's valuation peer reviewed by Colliers. We build through market cycles from conception to move-in can be as long as 7 years. We have been in a heavy build phase, but pleasingly, despite the widely publicized softer housing market, we have observed significant sales price accretion. On the right-hand side of the graphic, you'll see some of the pictures of our new developments, acquisitions and greenfield properties. To deliver these, we also need to play our part, particularly as a responsible corporate citizen to support New Zealand's transition to a lower emissions economy through an ambitious emissions reduction plan. And we have set ourselves a task of measuring those on a Science Based Target basis. As Liz mentioned in her address, our sustainability framework governs the decisions that we make about responsible capital allocation. We are building communities that will endure. If we think about the portfolio, the graphic shows us where we are today, and importantly, gives a vision of where we will be in the next couple of years as we build out our pipeline. Our care business today represents around 60% of our total portfolio, and 60% of this portfolio is attracting premium charging through care suites and other forms of accommodation. Our independent living business comprises 40% of our total portfolio with around 55% of this in premium villas and apartment products. If we roll forward a couple of years, our care business will become about 45% of our total portfolio, but 80% of the offer will be premium. Our independent living business, which is where we will be investing the bulk of our capital on ready-to-build projects, will represent about 55% of our portfolio, with around 80% of this product delivery also being premium. Our independent business living will include high-density apartment living close to the center of communities, along with Oceania's growing expertise and master planned greenfield site execution. And we've got examples of this, [ Franklin ] and Bream Bay. Turning to the wonderful Helier. We already have excellent examples of the strategy being delivered in practice. Yesterday, we were proud to host the gathering to bless and cut the ribbon to our new innovative offering, The Helier by Oceania. The Helier is the first of its kind, five-star premium retirement and private care amenity located on the cliffs of St Heliers Bay with uncompromised views over the Waitemata Harbor. We are seeing an excellent response in the market as well as very positive reviews. The reason we are receiving this early encouraging feedback is simple, and that's because The Helier offer is reimagining the future of retirement living in a way that just has not been seen before. Let's discuss the sector challenges impacting aged care, and I'm sure a lot of you have seen some of the media headlines that we've captured on the screen. I continue to provide a strong voice as a leading sector representative to bring real-life examples of the essential services we deliver under an aged care residential contract to the attention of government officials across all parties. This has also included dialogue on the significant investment, mostly capital that we provide as critical infrastructure for older New Zealanders. I'm pleased to report we have taken steps in securing wage recognition for our valuable nurses, almost on parity with the peers in the hospital system, although a lot more to be done in this area. In addition, the vast array of quality services we provide day in, day out to our residents has yet to be recognized. We have secured a percentage funding contribution for our resident bed day rate for the year larger than received in previous years in recognition of providing these services. While well short of the real cost, it's a growing acknowledgment. Now turning to the Retirement Village sector. I'm a Board member of the Retirement Village Association, representing over 400 villages and over 40,000 residences nationwide. The Ministry of Housing and Urban Development has recently released its discussion paper on the review of the Retirement Villages Act 2003, and we will be engaging with this process. The Commerce Commission is investigating potential breaches of the Fair Trading Act 1986, relating to misleading advertising and unfair contract terms. This is an area that we have already addressed at Oceania to ensure that we are best practice as part of our commitment to resident experience. We have updated the terms of our Occupational Right Agreements to ensure that they are written in plain English and include best practice terms. We regularly receive positive feedback from lawyers acting for our prospective residents, advising our occupational right agreements are clear and easy to understand. And we are well placed to respond to any legislative changes arising from these reviews. Looking ahead to full year '24 and beyond. We will continue to prudently manage our balance sheet as we navigate the short-term uncertainty, volatility in the property market and potential disruption in the broader economy with the impacts of inflation being felt for some time yet. We continue to invest in our portfolio strategy and transition knowing not only that this is delivering results for the business, but that it is the key to future value. And in addition, our key audiences are growing, more than doubling and becoming more discerning. The baby boomers will redefine aging. The demographics are compelling. By 2030, which is a mere 6.5 years away, the proportion of the population over 65 years of age will be 25% of the total. New Zealand will have become an older dominant population profile. Life expectancy is on the increase. On average, we will be 90 years old, and we will be living with better health. Our older population will also drive new consumption in leisure patterns. One of the key insights that we have built into our business is to protect our residents' independence. We say at Oceania, our residents are part of the community. We do not profess to be the community. The housing market in New Zealand is on the turn. If we look at the latest ANZ data, which you'll see on the screen, they coined the phrase, "Well, that was that. There's now no arguing with the fact that house prices are rising again on a national average basis." The significant investment in repositioning our business puts us in a strong position to capitalize on these undeniable trends shaping a future New Zealand. So lastly from me, thank you all for your support of our company, and I look forward to talking to you all again later in the year as we continue our journey of transforming and growing Oceania. Thank you.

Elizabeth Coutts

executive
#3

Thank you, Brent. Question time. Are there any questions arising from the annual report or from my address or the presentation from Brent? If you wish to ask a question, please raise your hand, and we will bring a microphone to you. Please advise your name, whether you're a shareholder or if a proxy holder, the name of the shareholder represented. Any questions in the room? Bruce. Bruce. Can someone bring a microphone to Bruce, please? Thank you.

Bruce Parkes

shareholder
#4

Thank you. I'm Bruce Parkes. I'm a shareholder and proxy holder for Australia Shareholder Association. My question is related to your reported 100% increase in your training income from the Wesley Center? Was it a one-off through COVID changes? Second, does it breakeven because there's no cost to that? It there room for growth in it?

Elizabeth Coutts

executive
#5

Brent, I think that's a very good question. Brent, Yes, please.

Brent Pattison

executive
#6

Good question, Bruce. One of the things that we're delighted about at Oceania is ensuring that we have access to quality nursing. And part of what Oceania has been doing for some time is running the Wesley Training Institute. The Wesley Training Institute provides accreditation for nurses coming into New Zealand to receive the professional certification so that they can go on to be either nursing staff for us or nursing staff for others. It's called the CAPS program. The Wesley Training Institute has been growing and growing and growing in appeal. We had about 200 registered participants in our latest cohort, and we are becoming one of the largest providers of nursing or at least CAP qualifications for staff. It is making a contribution from a profitability point of view, Bruce. So we're very happy about that. We have a fantastic set of staff that are running that. And we hope that it continues. We've been involved with the Nursing Council and continuing to expand the services that we can offer to do [ Albert ] to encourage professional development for those type of resources in New Zealand.

Bruce Parkes

shareholder
#7

So you see any growth in that area?

Brent Pattison

executive
#8

Absolutely. With changes to immigration seatings and with New Zealand repositioning itself in a global marketplace, I would hope that we fill up all the seats that we have, Bruce. I hope that New Zealand becomes an attractive place for health care workers. We need them.

Bruce Parkes

shareholder
#9

Thank you.

Elizabeth Coutts

executive
#10

We have a question over here. Thank you.

Graham Wakefield

shareholder
#11

Thank you. Graham Wakefield, Director of Waitakere Corporate Limited, which is a shareholder. I noticed some -- since the 31st of March, you have exited 2 sites that were leasehold facilities, and that amazingly on your balance sheet, as at the 31st of March, no fewer than 10 of your facilities are recorded as held for sale. That's about 25% of your total sites. I'd just like you to comment on that pivot that clearly Oceania is undertaking because I'm assuming that all of those sites are essentially in the rest home category.

Brent Pattison

executive
#12

Yes, I think that's a wonderful question. Thank you. I think -- if we think about the comments I made earlier, we have $2.5 billion of assets, property-related total assets, 90% of those are property-related assets. Oceania has been on a very determined strategy to reposition its portfolio. Oceania has been -- is known for being a fabulous provider of care, and we will continue to do that. We do have some sites, is about 10 that are held, and their collective value is about $100 million. So that shows you the sort of size that those sites might be that we think either do not provide future development opportunities for us or are in regional locations where we may have challenges with staff, or we may not be able to continue to provide the services that we pride ourselves on. So it has been part of an intentional strategy of repositioning the portfolio. But to assure shareholders, it represents a very small part of our total portfolio, $100 million over about $2.5 billion.

Graham Wakefield

shareholder
#13

So yes, I do understand that these low -- intrinsically low value properties and that they would lack redevelopment opportunity. I wonder, perhaps, because they've been on the balance sheet on that basis for some time now, but you have indicated that the property market has been moving in a positive direction, whether you can update us as to the situation with 2 sales that I believe you have made which may settle this month and the situation with the remaining 8 properties?

Brent Pattison

executive
#14

Yes. So we've concluded our relationships on Everil Orr and on Wesley. They were the leasehold sites that you referenced earlier. We have some unconditional contracts, which are the 2 that you're referencing. And we're underway in discussions on the remaining 8. Part of our decision has not just been whether they can be developed. Part of the decision has also been about the nurse availability and also just the underlying economics and service standards that Oceania hold ourselves to. We have found a ready market for those divestments, and we'll look forward to updating investors as we progress in the divestment of the site. So it is fair to say that there are a lot of holders of assets that are not listed companies. They represent about nearly 60% of the total beds available in New Zealand. So we have found parties who are interested in expanding their portfolio and their brand promise to those residents. Where we have had sites where we've closed, we put the residents at the center of that decision. So we would not undertake that without consultation. And in some instances, we have relocated residents where we've had sites that have closed into newer, more attractive sites within the Oceania portfolio.

Graham Wakefield

shareholder
#15

Thank you. That was a very good answer. I've got a question for the Chair, which is are you prepared to commit to posting on your website a copy of the submission that you make in due course to the review that's being undertaken on the Retirement Villages Act? And perhaps, if there's an independent review by another party, whether your response to that could also be posted on the website?

Elizabeth Coutts

executive
#16

Yes. We haven't made the submission. Anna will be making submission. We expect we can make that publicly available.

Graham Wakefield

shareholder
#17

I will be asking other listed entities to do that.

Elizabeth Coutts

executive
#18

I'm very happy to do that. We'll make it available on our website.

Brent Pattison

executive
#19

We certainly advocate on behalf of our shareholders, but also for our business for legislative change. Oceania has taken the leading position in ensuring that it meets best practice. And it echoes my comments that I made earlier about ensuring that we are clear on our terms, ensuring that residents know that they have convenience and clarity, but also knowing that we're taking care of their convenience. They're not worrying about weekly fees, they're not worrying about resales, they're not worrying about [ chattels ]. It's just all part of what we do at Oceania. So we will be lobbying hard in those reviews and enjoy sharing what we can with investors about what we're doing.

Elizabeth Coutts

executive
#20

Question at the back.

Unknown Shareholder

shareholder
#21

[indiscernible] shareholder. I had a quick look at your annual report online this morning. And I have to say I'm very fascinated about The Helier. The word bespoke was written a number of times in the blue. And from your addresses, I get the feeling that you're pivoting towards the ultra rich with your provisions for residencies and health care in the future. I was really trying to work out because they also did a great article in The Herald about the cost of the right to occupy some of the apartments at the Helier, which could be between, about $6 million, $7 million for -- have I got that right?

Brent Pattison

executive
#22

I would love that there's somebody in the room that's prepared to offer me $7 million for the apartment, a little -- quite a lot less than that. We start at $1.7 million.

Elizabeth Coutts

executive
#23

Quite a lot less than that.

Unknown Shareholder

shareholder
#24

Okay. So I was trying to work out how much money you would need upfront for all the luxury that you're promising, like the [indiscernible] . If one was to move in at 80 and you live for 15 years, how much do you -- you must have done some sort of a costing as to what it would cost people to occupy for that length of time with all those services. So if they -- if you look at the real high life, would $10 million cover it for the 15 years?

Brent Pattison

executive
#25

You're going to be our most treasured resident that we would ever have if...

Unknown Shareholder

shareholder
#26

I am very, very careful with my money. So I really want to know. It's so vague as to what it would cost to have chauffeured Jaguars and fine dining and all of the other facilities. And also I'm pretty sure they had a much higher price on the apartments in the Herald article [indiscernible].

Brent Pattison

executive
#27

That was probably some liberty from Anne Gibson. Oceania is a portfolio business. Oceania is a nationwide business. Oceania has, at its essence, great resident outcomes in different communities with different product types. The Helier is one example at the premium end of the market, but we have numerous examples throughout the portfolio that cater for all New Zealanders.

Unknown Shareholder

shareholder
#28

I'm asking about the Helier.

Brent Pattison

executive
#29

The Helier...

Unknown Shareholder

shareholder
#30

I'm asking about The Helier because you're saying this is unchartered territory for you, actually. It's the new venture that you're going into. And I just wanted a rough cost of what cost of it be for 15 years.

Brent Pattison

executive
#31

The deferred management terms are the same as if you are buying an apartment and the rest of our portfolio. There's a slightly larger weekly fee, but there's a very larger service offering. We -- in that particular property, making available transportation for people, we're making available different food and beverage options for people. And we are trying to reimagine what some of that service standard might be. It is akin to your comments around sort of that 5-star hotel in amenity.

Unknown Shareholder

shareholder
#32

Well, that's in your report, but I'm just wondering, are people getting a bit of an upfront idea about what it would actually cost them to live there?

Brent Pattison

executive
#33

Nobody can come into occupation without seeking independent advice. And we're really transparent about what it might mean to live at The Helier. And it is one part of our portfolio. So hopefully, that it's provided enough of some feedback. I'd be more than happy at the conclusion. We have Anita here from who's -- our Group General Manager of Sales and Service, who could talk to you a bit more in detail about...

Unknown Shareholder

shareholder
#34

No, no. I was just wondering if you put a figure on it now. Okay?

Brent Pattison

executive
#35

Yes. Come and see us afterwards, and we'll have a cup of tea.

Elizabeth Coutts

executive
#36

There's a gentleman just here.

Unknown Shareholder

shareholder
#37

[ Jim Familton ] , shareholder. I'm glad that you put climate change on the top of your priorities. At the moment, the Arctic is melting, [indiscernible]. The Antarctica is melting huge area. In 20 years, the sea level is going to be rising this much. And a lot of countries are spending a lot of money and putting in a lot of solar panels. You haven't mentioned solar panels. You've got a lot of large roofs on your buildings. And to me, it may be urgent that you put some solar panels on. Do you have any plans for solar panels?

Brent Pattison

executive
#38

Yes, I will definitely introduce you to Andrew Buckingham, he's in the front row, who's our Head of Property and Development. We're looking at all things. We're looking at water usage. We're looking at wastage in our sites as we develop them -- develop. We're looking at new technologies. We do have solar panels in use. But there are a vast array of things that can just be our undertaking to make New Zealand a better place. We want our communities to endure. So there's a very long answer to that question, and Andrew would definitely be able to talk to you about the investment that we're making. But each of our developments have to endure, and they have to be sustainable, and they have to be great spaces for people to live. And New Zealand has traditionally been good in the renewable space. So it can be from carpet to [ curtains ]. It can be in the construction. It can be in the waste. We have very, very ambitious targets for the company around what we are wishing to achieve with sustainability. Landfill is only one part of the using technology and systems is another part of that. And our residents are active in their desires to help us on that journey as well.

Unknown Shareholder

shareholder
#39

I'm sorry, I didn't crack it all that. But another question was about on New Zealand is one of the most [ wealthiest ] countries in the world. We -- and with climate change, there's a big threat to us, especially as native plants. I just wonder when do you have a policy in your homes to promote New Zealand plants and New Zealand plants are under threat. There's a lot of diseases coming. And I hope your gardens would provide maybe at least 50% of the plants on the homes become New Zealand plants?

Brent Pattison

executive
#40

Yes. I can't specifically answer that question for you. We do work with firms that are involved in the landscaping of our environments. If we think about The Helier that we just developed, part of that development was maintaining the native trees that already existed on the site. So sensitively building in and around the landscapes that are there, but I can't specifically answer that question for you. That's a good comment.

Unknown Shareholder

shareholder
#41

Do you feel that New Zealand plants need to be protected? Good.

Elizabeth Coutts

executive
#42

Yes, we can take that on board and now Rob's nodding his head, Chair of Sustainability Committee. He'll take that onboard. Thank you. Any other questions in the room? Yes. Two questions over here.

Unknown Shareholder

shareholder
#43

I'm shareholder. That young lady back there, she took all my thunder because I was going to sort of ask a few questions, especially when you said we're all living to the age of 90. What I was going to say though, will you have to alter the rate per month or because of people living longer because you know how you have set fees? And I was just thinking that you're right, people are -- seem to be living longer. But I'm not sure about myself, but please, can we just answer that question?

Brent Pattison

executive
#44

Yes. So I think Oceania's approach to it is recognizing that people are living longer and they're living healthier. We want to have a service that allows people to not have to worry about that, to have certainty about the investment that they're making for their future needs. And that might be family members that are contributing. It might be the resident themselves. We work on the basis that people's acuity needs are going to change. But with our product, we want to bring certainty upfront. So with our care suite product, it's an opportunity for people to know what they're buying from the green point of view and to have confidence around how much they're paying for those services regardless of how long they live. As their needs change, we don't fundamentally change our pricing. We have those services already...

Unknown Shareholder

shareholder
#45

So you're saying you've got it built in?

Brent Pattison

executive
#46

Yes, we've got that built in. Now that's not the case in every example, but that's the philosophy that we're running at Oceania. People need to feel that as their acuity changes, we can accommodate that. We have the skills, we have the services, and we have the certainty for residents.

Unknown Shareholder

shareholder
#47

Because sometimes, they're looking at putting the price up before you actually go in.

Brent Pattison

executive
#48

Yes. It's fair to say costs are going up. It's fair to say that we need to make a commercial return. So those things need to be assessed year-to-year-to-year. If we think about inflation, it is real. Our medical costs were up 40% from what they were several years ago, if you think about COVID. But for that incoming resident, we want to be able to create that certainty.

Unknown Shareholder

shareholder
#49

And just one other was the -- you're saying this Shareholders' Association mentioned about staff coming in and training. Is it more trouble out of Auckland to get people?

Brent Pattison

executive
#50

It's often more trouble out of Auckland to get people. And that's because often, if it's an international workforce, they often arrive in the major cities. So they come in to Auckland often. Part of what we do, though, is because we're a nationwide provider, it allows our staff to move around. So they may come into Auckland but decide that they will sit on the Hawks Bay, for argument's sake or in Christchurch for argument's sake. So we are sensitive to that. We do allow our labor force to move around to suit their circumstances and our needs. But it is definitely harder to find workforce in some of these smaller communities.

Elizabeth Coutts

executive
#51

Yes, another question. Thank you.

Unknown Shareholder

shareholder
#52

[indiscernible], shareholder. Just a simple question. Recently, in Ryman Healthcare, they had their capital rise to improve their capital structure. As Oceania, do you have such a plan or you reckon in the near future in the company will do the similar things?

Brent Pattison

executive
#53

Yes. I think balance sheet management is an important aspect. We did raise capital a couple of years ago, and we've raised capital when our shares were trading at a premium. And so that was an efficient time for shareholders to participate in the capital raise to assist our growth. Over the last couple of years, we've used the debt and the capacity that we have. We still have significant headroom in our banking facilities. So we don't have any immediate intentions on that. But we're just mindful that as the business grows, how we fund that growth has to be considered. So no immediate plans. We have done it in the past. We do have headroom in our facilities, in our banking facilities, in our retail bond facilities for growth.

Elizabeth Coutts

executive
#54

Thank you. Any other questions in the room? No? So yes, one here at the front.

Unknown Attendee

attendee
#55

This isn't really a question. As one who has looked into moving into The Helier, there are questions asked about fees. I was told that there's a fixed weekly fee, I think, of $275 and then another compulsory to about $200 a week for this luxury care package. So part of it is fixed and part of it can be increased.

Brent Pattison

executive
#56

That sounds right. And it's really in terms of the consumption of those services.

Unknown Attendee

attendee
#57

But you don't have any option. You can't opt out of the luxury part. That's what I was told. You have to pay the whole lot.

Brent Pattison

executive
#58

That's probably a question for Anita in the break.

Elizabeth Coutts

executive
#59

That's great. Thank you. Any other questions in the room? No. Have there been any questions submitted to the meeting from those attending online. No, there's no -- nothing coming through.

Unknown Attendee

attendee
#60

As you can see online, no question.

Elizabeth Coutts

executive
#61

No, there's no signal coming through. So no questions. No, we enjoy meeting with shareholders and are very pleased to be able to host this after the years of not being able to do it, we realize just how valuable it is. One of the benefits of having COVID.

Unknown Executive

executive
#62

Liz? Liz, I'll ask you a question from online, if you'd like. What are your plans for the older, smaller villages in Christchurch, some of which are in need of renovation?

Brent Pattison

executive
#63

Would you like me to tackle this?

Elizabeth Coutts

executive
#64

Yes.

Brent Pattison

executive
#65

We invest in our portfolio. Part of the balance sheet that we have is for capital management and maintenance of our properties. We've got a really nice portfolio in Christchurch, and we look at that and the resident experience and make those investments as necessary. So I don't know the specifics of the question, but we invest across our portfolio. In more recent times, our portfolio is the new portfolio. And so that maintenance capital, which is in our annual report, is actually a very small number because we have such new properties in the portfolio.

Elizabeth Coutts

executive
#66

Any other questions online? As we've got no signal coming through. Okay. We could probably handle some of those later, shall we, if we can get a signal, or we'll have to handle them offline. So thank you very much for your questions. And it is -- we do appreciate you thinking about Oceania and asking questions and making comments because that informed some of our thinking as well. So resolutions. We will now move to the formal part of the business. Now all items of business are ordinary resolutions. To be passed, they require approval by a simple majority of more than 50% of the votes of shareholders entitled to vote and voting on resolutions. Voting will be by poll. Each share held by a shareholder confers 1 vote. For those of you attending the meeting in person, to cast your vote, please complete your voting paper by ticking for, against or abstain in the appropriate place for each resolution. We now invite you to vote on the resolution. Voting papers will be collected at the end of the meeting by Computershare. If you have any difficulty, please raise your hand and a member of the Computershare team will assist you. For those of you attending the meeting online, as I mentioned before, to vote, please select the Vote icon. This will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to press a submit or enter button as the vote is automatically recorded. So the next item is Reelection of Director. We now move to the next item of the business, which relates to Reelection of Director. Under Rule 2.7.1 of the NZX listing rules, a director must not hold office without being reelected past the third annual meeting that directors appointment or 3 years, whichever is longest. In this case, I'm offering myself for reelection as a director of the company. I will now hand over to Alan Isaac to chair this part of the meeting. Thank you, Ryan.

Alan Isaac

executive
#67

Good afternoon. As Liz just noted, in accordance with the Rule 2.7.1 of the NZX listing rules, a director must not hold office without being reelected past the third annual meeting following that director's appointment or 3 years, whichever is longer. In this case, Elizabeth Coutts is offering herself for reelection as a Director of the company. The Board has determined in its view, if reelected, Elizabeth Coutts will continue to be an independent director for the purposes of the NZX listing rules. Elizabeth Coutts stands for reelection with the unanimous support of the other directors of the company. A brief biography regarding Liz is included on the website and in the Notice of Meeting, and I'll now invite Liz to briefly talk in support of her reelection.

Elizabeth Coutts

executive
#68

Thank you, Alan. Our shareholders, fellow Board members, thank you for this opportunity to introduce myself to those of you who do not know me and to present to many of you who I've seen at annual meetings over the years. I last presented myself for reelection 3 years ago at the Annual Meeting in September 2020. I am pleased to serve on the Board and be part of the Oceania story. Over the time, at this time, we've certainly had our hands for with managing COVID and the flow-on effects in an unhelpful economic environment. Having said that, the sector outlook is positive given the aging population and our business model has proved to be resilient. I'm pleased that we are well underway with enhancing our aged care business and continue to make good progress with our developments to support the market growth. As both Brent and I have covered in our addresses this afternoon, we are both growing the business and enhancing all aspects of the performance of the business. I think my substantial governance experience and proven record will continue to be beneficial in adding value for you. I always have the best interest of the company and the shareholders at heart. It is a privilege to Chair Oceania Healthcare. I enjoy working with all members of your Board. I believe we will be able to make valuable contribution to your company's success. And on that basis, I ask we will support and endorsement. Thank you. To you, Alan.

Alan Isaac

executive
#69

I now move that Elizabeth Coutts be reelected as a director of the company. Can I have a seconder, please? Thank you, Kerry. I -- sorry, is there any discussion? I'll now put the motion and invite you to vote by marking Resolution 1 on your voting paper and selecting one of the options in the vote icon. I advise that the Board is holding a total of 273,847,658 -- 273,847,650, sorry.

Elizabeth Coutts

executive
#70

It's hard, right?

Alan Isaac

executive
#71

Yes, it is. Yes. I'll just cover that in 273,847,650 directed and discretionary proxies, which will be voted in favor of this resolution. Thank you, Liz.

Elizabeth Coutts

executive
#72

Thank you. Alan, sometimes those numbers could be a mouthful. So thank you. We now move to the next resolution regarding the remuneration of the auditor. I now move that the directors be authorized to fix the auditor's remuneration for the ensuing year. As stated in the Notice of Meeting, the current auditor of the company, PricewaterhouseCoopers, will be automatically reappointed as the company's auditor under Section 207T of the Companies Act 1993. As a matter of good governance practice, a formal request for proposal process is currently underway for the provision of external audit services for the financial year ended 31st of March 2024. Following completion of the RFP process, the Board resolves to appoint a new external auditor, the company will release a market announcement pursuant to the NZX listing rule 3.20.1. And the appointment of the new auditor, if any, will be the subject of an ordinary resolution at the 2024 Annual Meeting. Under Section 207S of the Companies Act 1993, the auditor's fees and expenses must be fixed in the manner that is determined by the annual meeting. Shareholder approval is, therefore, sought for the directors to fix the annual remuneration for the following year. Can I have a seconder, please? Thank you, Bruce. Is there any discussion? Okay. There's no discussion. I now put the motion and invite you to vote by marking Resolution 2 on your voting card or selecting one of the options on the Vote icon. I advise that the Board is holding a total of 274,127,173 directed and discretionary proxies, which will be voted in favor of this resolution. Thank you to you all. Now that concludes the meeting's formal resolutions. I will shortly close the voting system. Please ensure that you've cast your votes on all resolutions. I will now pause to allow you time to financial your votes. [Voting]

Elizabeth Coutts

executive
#73

The results will be published to the market later today. Please put your completed voting papers in the ballot boxes as you leave the meeting, and please ensure that your voting paper has been signed. If you haven't signed it, please sign now. For those of you attending the meeting online, I now declare voting closed. General business. Are there any items of general business that haven't previously been covered within the meeting that you, as shareholders, now wish to raise? Again, if you wish to ask a question, please raise your hand, and we will bring a microphone to you. Please advise your name, whether you are a shareholder or if a proxy holder, the name of the shareholder represented. So there any other questions of a general business. Yes, we have one. Can you bring the microphone? Thank you.

Unknown Attendee

attendee
#74

Just in your annual report, you said that you diverted 880 tonnes of rubbers from building going to landfill. I just wonder how you achieved that. It sounds very good.

Elizabeth Coutts

executive
#75

Do you want to answer it or would you like Andrew to answer it?

Unknown Attendee

attendee
#76

[indiscernible]

Brent Pattison

executive
#77

Yes, I have, hopefully, our Head of Sustainability in the back of the room, and she would love to talk to you about that exact question. So she would be answer that in detail. So I'll connect Stephanie with you, and we can answer that for you.

Elizabeth Coutts

executive
#78

Yes, yes. It does take a lot of organization to achieve that. Are there any other questions in the room, please? I mean as I say, I know that people online can't do this, but of course, you've always got the opportunity to ask me, ask all the directors at our afternoon tea. No, I don't see any other questions in the room. Now are there any questions submitted online?

Brent Pattison

executive
#79

I think we've answered the questions that are online.

Elizabeth Coutts

executive
#80

Question online is can you comment on the sale of the 10 retirement villages you want to sell? I think we've already answered it.

Brent Pattison

executive
#81

We've already answered those.

Elizabeth Coutts

executive
#82

Let's see.

Brent Pattison

executive
#83

We've answered questions. So we have an undertaking to provide all of the answers to questions that were raised, and we'll make sure that, that occurs for those that have been asked both online, obviously, and in person today.

Elizabeth Coutts

executive
#84

Okay. All right. Well, I think there's no more questions in the room. Thank you for your attendance. I now declare the meeting closed, and invite those of you who are here in person to join with directors and management for afternoon tea and refreshments. I would also like to remind you, for those of you here in person, to please complete your voting paper, sign them and put them in the ballot boxes at the back on your way -- on your way out to afternoon tea. So thank you very much, and we look forward to seeing you next year.

Brent Pattison

executive
#85

Thank you, everyone.

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