StockTalk

Good evening everyone,

Below is the proposal I have submitted to Oceania Healthcare Limited for voting in the 2026 Annual Meeting with the resolution and explanatory statement. It recommends the Board commission an independent strategic review to address the long-standing discount between Oceania's share price and its net tangible asset backing, currently around $0.74 against $1.62 per share. The proposal file is available to download on my Substack (https://scrivenercapital.substack.com/p/strategic-review-proposal-oceania).

PROPOSED RESOLUTION:
"That shareholders recommend that the Board commission an independent strategic review of Oceania Healthcare, with the objective of identifying options to maximise shareholder value and to address the long-standing discount of the Company's share price to its net tangible asset backing, and that the Board report the findings of that review to shareholders."

EXPLANATORY STATEMENT :
Public market undervaluation
Oceania's shares have traded persistently and substantially below the value of the company's underlying assets. This is not a short-term aberration. At the closing price of $0.74 on the 15th of June, the market is valuing the company at only 46 cents for every dollar of its net tangible asset backing of $1.62 per share. Shareholders are being asked to consider whether a formal, independent strategic review is warranted.

Oceania listed in May 2017 at an issue price of $0.79 per share. In March 2021 it raised $100 million of new capital, with the placement priced at $1.30 per share. Nearly a decade after listing, the shares continue to trade below the original issue price and well below the 2021 raise price. Shareholders who supported the company at its IPO have seen the shares remain below the price they paid, and those who supported the 2021 raise have seen a substantial decline in the value of that investment.

This has occurred despite real operational progress. Oceania has more than tripled total assets (from $918 million at FY2017 to $3,076 million), reweighted its portfolio towards independent living units, and grown net tangible assets per share from $0.74 (FY2017) to $1.62.

Where a company's shares trade for years at a substantial discount to the value of its assets, it is reasonable for shareholders to ask the Board to commission an independent review of the options to close that gap.

Strategic review avenues
Options to unlock value for shareholders could (by way of example) include:

Sale or takeover. Appetite for our company could be tested amongst private equity, infrastructure funds and trade buyers by inviting expressions of interest. The sector offers a fairly recent benchmark. In 2024 Arvida Group was acquired by Stonepeak, a private capital firm, at $1.70 per share. This represents an 82% premium to Arvida's volume-weighted average price over the 30 trading days before the announcement.

Breakup value. The portfolio's realisable value could be independently assessed through an orderly, staged sale, with the proceeds returned to shareholders. Oceania's recent divestments, described by the company as having "sold at or around carrying value", indicate the rest of the assets are likely worth near book. With the shares well below net tangible assets per share, even village sales at a discount to carrying value would deliver a substantial uplift for shareholders.

Accretive buybacks funded by asset sales. Where assets can be realised at or near their carrying value, the cash raised can fund value-accretive share buybacks. So long as the shares trade below net tangible assets, each share repurchased is bought for less than the roughly $1.62 of net assets standing behind it, lifting NTA per share. Buybacks place an additional buyer in the market, which should help close the NTA gap. If debt is the primary concern, applying 30% of the proceeds, which is the current gearing ratio, to debt and 70% to buybacks holds gearing constant.

This resolution simply puts the question on the table, what is the Board prepared to do to close the persistent discount the shares suffer from?

A vote in favour risks nothing; it asks only that the options to close the gap between the share price and the $1.62 of net tangible assets per share be examined, and the findings reported back to the shareholders who own the company.

Yours sincerely,

Thomas Scrivener

tommyscrivener1@gmail.com

Quote from: ValueNZ on Jun 18, 2026, 09:42 PMGood evening everyone,

Below is the proposal I have submitted to Oceania Healthcare Limited for voting in the 2026 Annual Meeting with the resolution and explanatory statement. It recommends the Board commission an independent strategic review to address the long-standing discount between Oceania's share price and its net tangible asset backing, currently around $0.74 against $1.62 per share. The proposal file is available to download on my Substack (https://scrivenercapital.substack.com/p/strategic-review-proposal-oceania).

PROPOSED RESOLUTION:
"That shareholders recommend that the Board commission an independent strategic review of Oceania Healthcare, with the objective of identifying options to maximise shareholder value and to address the long-standing discount of the Company's share price to its net tangible asset backing, and that the Board report the findings of that review to shareholders."

EXPLANATORY STATEMENT :
Public market undervaluation
Oceania's shares have traded persistently and substantially below the value of the company's underlying assets. This is not a short-term aberration. At the closing price of $0.74 on the 15th of June, the market is valuing the company at only 46 cents for every dollar of its net tangible asset backing of $1.62 per share. Shareholders are being asked to consider whether a formal, independent strategic review is warranted.

Oceania listed in May 2017 at an issue price of $0.79 per share. In March 2021 it raised $100 million of new capital, with the placement priced at $1.30 per share. Nearly a decade after listing, the shares continue to trade below the original issue price and well below the 2021 raise price. Shareholders who supported the company at its IPO have seen the shares remain below the price they paid, and those who supported the 2021 raise have seen a substantial decline in the value of that investment.

This has occurred despite real operational progress. Oceania has more than tripled total assets (from $918 million at FY2017 to $3,076 million), reweighted its portfolio towards independent living units, and grown net tangible assets per share from $0.74 (FY2017) to $1.62.

Where a company's shares trade for years at a substantial discount to the value of its assets, it is reasonable for shareholders to ask the Board to commission an independent review of the options to close that gap.

Strategic review avenues
Options to unlock value for shareholders could (by way of example) include:

Sale or takeover. Appetite for our company could be tested amongst private equity, infrastructure funds and trade buyers by inviting expressions of interest. The sector offers a fairly recent benchmark. In 2024 Arvida Group was acquired by Stonepeak, a private capital firm, at $1.70 per share. This represents an 82% premium to Arvida's volume-weighted average price over the 30 trading days before the announcement.

Breakup value. The portfolio's realisable value could be independently assessed through an orderly, staged sale, with the proceeds returned to shareholders. Oceania's recent divestments, described by the company as having "sold at or around carrying value", indicate the rest of the assets are likely worth near book. With the shares well below net tangible assets per share, even village sales at a discount to carrying value would deliver a substantial uplift for shareholders.

Accretive buybacks funded by asset sales. Where assets can be realised at or near their carrying value, the cash raised can fund value-accretive share buybacks. So long as the shares trade below net tangible assets, each share repurchased is bought for less than the roughly $1.62 of net assets standing behind it, lifting NTA per share. Buybacks place an additional buyer in the market, which should help close the NTA gap. If debt is the primary concern, applying 30% of the proceeds, which is the current gearing ratio, to debt and 70% to buybacks holds gearing constant.

This resolution simply puts the question on the table, what is the Board prepared to do to close the persistent discount the shares suffer from?

A vote in favour risks nothing; it asks only that the options to close the gap between the share price and the $1.62 of net tangible assets per share be examined, and the findings reported back to the shareholders who own the company.

Yours sincerely,

Thomas Scrivener

tommyscrivener1@gmail.com

Well done ValueNZ. Best of luck.

Good luck VNZ.  Best wishes with your initiative.

Just two points - 1.) maybe delete your name and personal contact details from this forum?

2.) I don't hold OCA so maybe best I don't vote??

FWIW - I think this sector is ripe for/needs consolidation.

Quote from: Left Field on Jun 19, 2026, 11:20 AMGood luck VNZ.  Best wishes with your initiative.

Just two points - 1.) maybe delete your name and personal contact details from this forum?

2.) I don't hold OCA so maybe best I don't vote??

FWIW - I think this sector is ripe for/needs consolidation.

Cheers Left Field, you can vote if you'd like. Can't enforce shareholders only so doesn't matter.

My name and contact details can stay, they'll appear in the notice of meeting anyway, and I've been fairly open about who I am.

Nice idea, but on past form these directors and management will ignore and carry on running the business for their own benefit, however they define that from time to time. They will leave no stone unturned to present an obfuscated picture of their so called 'Performance'



I'd rather see a call for a vote of no confidence in the board -particularly EC. Ten years in plenty of time to execute a strategy to increase shareholder value - a complete and utter fail. She could concentrate on EBO maybe.

Short of strategic review or resignation of directors, how about they actually tell their shareholders what their plan is and the deliverables expected (and planned for) over the next five years.



So a one year target,

A two year target

Three year target

Four year target

Five year target



for ebitda, adjusted eps, ebit, debt, free cashflow from operations



DIVIDEND!



And importantly, tie c suite remuneration to achieving those targets



But of course, doing that would let their owners hold them accountable.



Sack the lot of them IMO and get a board that is working transparently in the interests of shareholders.

Well put VNZ, well argued. Haven't been a holder for some time,  but I would support your initiative. As you imply, this is not a challenge to Management. If anything it is in their interest as well as everyone else's to understand what is behind the undervaluation and consider options to remedy it. Good luck with your proposal.

Quote from: Poet on Jun 19, 2026, 01:55 PMNice idea, but on past form these directors and management will ignore and carry on running the business for their own benefit, however they define that from time to time. They will leave no stone unturned to present an obfuscated picture of their so called 'Performance'

Agreed.  The CFO is an absolute shocker.  Completely shameless about it too.  Seems to revel in accentuating anything positive and eliminating anything negative.  She'd make a very good used car salesperson.

Quote from: Poet on Jun 19, 2026, 01:55 PMNice idea, but on past form these directors and management will ignore and carry on running the business for their own benefit, however they define that from time to time. They will leave no stone unturned to present an obfuscated picture of their so called 'Performance'



I'd rather see a call for a vote of no confidence in the board -particularly EC. Ten years in plenty of time to execute a strategy to increase shareholder value - a complete and utter fail. She could concentrate on EBO maybe.

I believe EC is very busy running more than one business with her husband and therefore is not spending the time on her directorships that is required. This shows in the financial results of OCA and also the financial results of Auckland Port when she was involved with the Port.
It seems to me her priority are the private business she is involved with.
I think it is better to invest in companies were the Chair has time for the company he or she is trusted to lead.

This is what EC wrote about herself some time ago.

Outside of work I keep fit through regular jogging, yoga and swimming. Tennis is my favourite sport. My husband and I have undertaken property developments in Marlborough, Auckland and Matamata and enjoy the hands on involvement with landscape design and building projects.

The Dame who was Mayor of Wellington would be pretty useless as a Director as well

Easy junket for her ....collect the fees and enjoy a bit of spending money

Her mate Alan at least has some clues but this a easy job as well

Makes you wonder how many board appointments are simply because people have the right connections eh.

Hey Value NZ,  Sorry to hear your request to the OCA Management/Board  has been rejected.

Nice try, but seriously if you don't have faith in Management or the Board and have to even consider such a measure,  then surely  one should ask whether there are better companies/sectors to invest in?

Anyway's your initiative prompted me to check the sector's SP movements over the last 5 yrs.

Quote from: Left Field on Jul 01, 2026, 10:42 AMHey Value NZ,  Sorry to hear your request to the OCA Management/Board  has been rejected.

I theenk you have thees wrong.  ValueNZ's proposal vill be put to zhareholder vote, eet has not been rejected.   Vhat has happened eez zhat ze directors have recommended zhareholders do not vote vor ValueNZ's resolution.   Eet eez zhareholders who vill decide vhether ze motion eez to pass or not!

RB

Quote from: Red Baron on Jul 01, 2026, 11:29 AMI theenk you have thees wrong.  ValueNZ's proposal vill be put to zhareholder vote, eet has not been rejected.   Vhat has happened eez zhat ze directors have recommended zhareholders do not vote vor ValueNZ's resolution.

RB

Thanks Snoopy/RB ....Some would call this  letter a "rejection" by the OCA Board.

Here's what the OCA Board concluded:

"The Board does not consider the cost of a separate independent strategic review to be warranted, and accordingly recommends that shareholders vote against the resolution.

Strictly the resolution proposed by Mr Scrivener is not binding on Oceania. However, the Board welcomes shareholder discussion on Oceania's strategic options at the meeting. Oceania will continue to evaluate the optimal strategy and consider shareholder feedback in doing so."

Quote from: Red Baron on Jul 01, 2026, 11:29 AMEet eez zhareholders who vill decide vhether ze motion eez to pass or not!

RB

For sure....there will be more "shareholder discussion." GLH's.

Looks like its going to be an interesting annual meeting then.  I might tune in and watch.
https://api.nzx.com/public/announcement/475250/attachment/471592/475250-471592.pdf
People can log in as a guest. 

An Open Letter to the Chair of the Board of Oceania Healthcare
 (https://open.substack.com/pub/scrivenercapital/p/an-open-letter-to-the-chair-of-the?r=41ua5w&utm_campaign=post&utm_medium=web&showWelcomeOnShare=true)

Dear Ms Coutts and members of the Board,

On 30 July, shareholders will vote on Resolution 4, which I have put forward: that the Board commission an independent strategic review of Oceania Healthcare, with the objective of identifying options to maximise shareholder value and to address the long-standing discount of the Company's share price to its net tangible asset backing, and that the Board report the findings of that review to shareholders.

The Board has recommended a vote against. I am writing to respond to the Board's statement, and to ask the Board for the specific thing that would resolve much of this debate at a stroke. That is, release to shareholders the analysis the Board has confirmed it already holds.

The Board asks shareholders to keep waiting for the macroeconomic environment to recover, or for sector related conditions to improve. This plan rests on conditions it does not control and has no timeframe. Against that uncertainty sit attractive alternatives: a sale of the company or an orderly sell-down of the villages, both of which would close most of the value gap between the $0.74 share price and $1.62 NTA per share.

Sale and liquidation must be on the table

In its statement, the Board tells shareholders that its external, independent advisers have already undertaken "financial modelling of the options available to Oceania", including "sector consolidation opportunities, organic and inorganic growth strategies, divestment of individual sites and capital structure / capital management options"  and "a review of the Company's capital structure, including the case for share buybacks." That admission conveniently leaves out a sale of Oceania or an orderly sell-down of all the villages, and it forces the Board onto one of two horns, and there is no third.

Either that analysis examined a full sale of the company, and an orderly wind-down of the portfolio with proceeds returned to shareholders — in which case the review I am asking for substantially exists already, and the only thing missing is its disclosure to the people who own the company. If so, release it.

Or that analysis did not examine those options — in which case the Board has not, in fact, examined the two avenues most likely to close a discount this wide, and a review of these options is plainly warranted.

On either horn, the same conclusion follows: shareholders are entitled to see the analysis, and the options that are most likely to realise book value for shareholders must be put on the table.

Companies should be run in the best interests of their shareholders

When shares trade at less than half the value of the net assets standing behind them, maximising the value of the shares means examining every route to close the gap, including the routes that change or end the company as it exists today.

Yet look at the options the Board says it has considered: sector consolidation, organic and inorganic growth, divestment of individual sites, and capital management. Every single one keeps Oceania intact and operating broadly as it is. The two options that most directly realise the company's balance-sheet worth, a full sale or an orderly wind-down, are conspicuously absent from that list. I simply observe that the options examined are the ones that preserve the status quo, and the options omitted are the ones that don't, and I will leave shareholders to weigh that for themselves.

If Oceania is worth more dead than alive — why shouldn't shareholders harvest the proceeds? That is precisely the question an independent strategic review ought to examine.

The Board's own evidence makes my case

The Board has, in any event, already begun to prove the point for me. It tells us it has sold 14 sites over two years "at or around carrying value." That is the Board confirming, in its own words and fourteen times over, that Oceania's assets realise approximately their book value in real, arm's-length transactions.

So the question Resolution 4 raises is not radical. It is the obvious one. If individual sites reliably fetch around book value, would a more systematic realisation of that same asset base and subsequent capital return deliver more for shareholders than the status quo? The Board's own divestment programme is the single strongest piece of evidence that a legitimate solution to close the value gap between $0.74 and $1.62 is an orderly sell-down of the entire portfolio, with proceeds paid out.

On the cost objection

The Board's precise wording is worth paying attention to. It says it "does not consider the cost of a separate independent strategic review to be warranted." That single word, separate, is doing a great deal of quiet work, because it presupposes exactly what is in dispute: that a complete review already exists, one that my resolution would merely duplicate. Follow that to either of its possible conclusions, and the cost objection collapses.

If a full review, one that thoroughly examined a sale and an orderly wind-down, does already exist, then cost was never the issue. The issue is that the review has not been released to shareholders who have indirectly paid for it.

If such a review does not exist, then what I have proposed is not "separate" or "additional" at all, it is the first proper examination of the options that may realise value at balance-sheet net worth. One cannot dismiss a thing as unnecessary duplication if the work it would supposedly duplicate has never been done.
And in any event, a review costing perhaps one or two million dollars, set against a value gap of $637 million, is a rounding error.

What I am asking

So I ask the Board, plainly, to do two things:

1. Release to shareholders the findings of the analysis the Board has confirmed its advisers have already completed.

2. Confirm whether that analysis examined a full sale of the company and an orderly wind-down of the portfolio. If it did not, commit to an independent strategic review of those options and report the results back to shareholders.

The Board claims to share the objective of having the market better recognise Oceania's underlying value. For that to be true it must consider all options, including a sale of Oceania and orderly sell-down of the villages.

Resolution 4 seeks a full-fledged examination of all of the options to unlock shareholder value, not just the ones that keep the lights on at Quay Street. It asks the Board for nothing beyond transparency and a proper examination of the options. On the Board's own account, much of that work is already done.

To my fellow shareholders

This resolution asks you to risk nothing in exchange for transparency on the single largest question facing the company you own: what can be done to close the gap between the share price around $0.74 and NTA per share of $1.62? If you agree it deserves a proper, independent and reported examination, I urge you to vote FOR Resolution 4.

And please vote your shares directly. Do not appoint the Chair as your proxy and leave the box blank. The Board has stated it will vote every undirected proxy against this resolution. A blank box becomes a vote against the very thing you may wish to support. Mark it FOR yourself, online or on your proxy form, before the deadline of 2.00pm on Tuesday 28 July.


Yours sincerely,

Tommy Scrivener

Tommy's cunning plan is unfolding....

GLH's

Great letter NZValue. I hope you are attending the meeting in person ?

Good letter ValueNZ.  My advice to you and especially Poet in the annual meeting is to really drill down into the NTA and EPS per share value accretion that accrues through buying your own shares back at ~ half NTA as opposed to investing in more real estate that turns each dollar into ~ 50 cents.  In terms of NTA accretion any shares bought back at under half NTA give an instant 100% value accretion.  How can continuing property development possibly give better returns than that ?

The board do not seem to think in EPS terms at any stage, other than when instructed to do so by investment bankers when handing around the begging bowl for a capital raise with the usual "pillow talk" term "EPS accretive" used which is usually less reliable than pillow talk.  This EPS accretive term isn't coming from the board, they are instructed to do this by the investment bankers

Good luck, I've been warning about this mutt for many years.  I think you're banging your head against a brick wall trying to initiate change but I can understand why you want to have a go.

Quote from: Basil on Jul 05, 2026, 03:17 PMGood luck, I've been warning about this mutt for many years.  I think you're banging your head against a brick wall trying to initiate change but I can understand why you want to have a go.

Then the Board must go as they are at the heart of this malaise around returns to shareholders. Beginning with Liz Coutts, who penned the attrocious response to the shareholders resolution. It will be interesting to see whether she is indeed vulnerable, as there is a vote on her renewal as well. Certainly not getting my vote this time.

Agree. If they're not nore proactive then steps need to be taken to remove the board if you really want change.

Under section 121b of the companies act if 10% or more of shareholders agree a special meeting can be called and under section 156 formal resolutions be put to the meeting to remove one or more directors.

Significant shareholders will clearly need to be communicating with others to ensure there is a mandate for change as otherwise this will be a waste of time, effort and money.

Good luck.

Quote from: Basil on Jul 05, 2026, 08:41 PMAgree. If they're not nore proactive then steps need to be taken to remove the board if you really want change.

Under section 121b of the companies act if 10% or more of shareholders agree a special meeting can be called and under section 156 formal resolutions be put to the meeting to remove one or more directors.

Significant shareholders will clearly need to be communicating with others to ensure there is a mandate for change as otherwise this will be a waste of time, effort and money.

Good luck.

This is very pertinent. If serious change is wanted, it requires serious shareholding backing https://app.companiesoffice.govt.nz/companies/app/ui/pages/companies/1656055/shareholdings ... many of these large shareholders need to be supportive, as it requires a simple majority of 50% (albeit non-biding) to be agreed.

Even then, the Board can ignore the resolution as it's non-binding (that might be a mistake for their now, and subsequent reelection), but if the major shareholders agreed, it would be hard if not impossible for them to ignore shareholder sentiment.

Tommy might we well advised to test offline, the large shareholders sentiment, to see if they support or not, the resolution.

An update from today, busy sending out letters to shareholders.

Good work Value NZ. A trust I am involved with has voted for your sound proposal and against both Director re-elections. Need institutional shareholders to show some backbone to bring about positive change. 

Very highly commendable effort indeed.  Very impressive for the time, effort and cost involved especially (and please don't take this the wrong way) for the modest sized shareholding you have.  You're doing larger shareholders a tremendous favour regardless of whether you are successful with your approach or not, its planted a seed of strong shareholder discontent that badly needed planting and hopefully it will germinate and reap rewards in the years ahead.  Very well done indeed ValueNZ.  I'm impressed !

Quote from: Basil on Jul 06, 2026, 10:41 PMVery impressive for the time, effort and cost involved especially (and please don't take this the wrong way) for the modest sized shareholding you have.

Not super relevant but I have some shares in street name too for various reasons which was not included in the NoM. Totals ~58,500.

Still modest yes. I will derive much more satisfaction from the massive mountains of money I'll make others if I am successful, over any gains I might make.

Quote from: ValueNZ on Jul 06, 2026, 08:32 PMAn update from today, busy sending out letters to shareholders.

Well done ValueNZ, following this with interest.

Quote from: ValueNZ on Jul 06, 2026, 11:07 PMI will derive much more satisfaction from the massive mountains of money I'll make others if I am successful, over any gains I might make.

I wish you well but some advice from a former long time OCA shareholder.  Its best to temper your expectations with these guys.  Don't expect much and then you won't be bitterly disappointed.  I'd be attending the annual meeting an absolutely hammering them about a buy-back of shares if I were you.    Demand to know how business as usual can possibly be better on a EPS and NTA accretion basis than a more than 100% instant return on capital outlaid to purchase your own shares back.  Be rude to them if you have too, they have it coming.

There's a lot of weaknesses in their business model, too care centric and care suites take far too long to sell down as well as the substantial unsold stock problem.  The endless malaise of the real estate market shows no signs of ending anytime soon and there's a massive overhang in the sector of EQT wanting to relist Metlifecare again.

Against this backdrop OCA currently trades at 46% of its stated NTA.  SUM who have not put a foot wrong and have been running like a well oiled Swiss watch ever since they listed in 2011 are trading at 64% of NTA.  There's a massive track record of success with SUM and tremendous capital appreciation for original IPO investors and yet they trade at only 64% of NTA.

Those relative ratio's look about right to me, if anything I would say SUM on an earnings basis are considerably cheaper.  With OCA's track record getting the share price by any means possible, anywhere near SUM's ratio of share price to NTA will be a herculean task and in my opinion many years of highly credible financial performance would be required or a massive on market buy-back of OCA stock which OCA simply don't have the funds to do.
I wish you well, give them hell at the annual meeting.

I understand your resolution was not passed, but well done VNZ..... you have shaken the tree and sent a message.

Unfortunately I think the directors are so arrogant that it'll be just like water off a ducks back. 

Well Done Tommy for your stand on this.

And what an embarrassing performance by the board and management, all they had for us was 'trust us' yet they gave no hard numbers as to how they were going to close the value gap. Add to that their unsupported claims along the lines of 'investor dollars work harder when invested in development growth rather than share buy backs'

It was nice though to see them identify a large component of the gap to NTA as being Head Office Overheads.

I'm now firmly of the opinion that a takeover is the only hope for long suffering shareholders.

Apparently OCA's 'strategic' review  considered 'sector consolidation' - presumably with OCA being the consolidator.

What if we made OCA the consolidatee? Here's an idea that could work

Maybe Summerset (SUM) could make an all-scrip takeover offer. Ten OCA shares for one SUM share should have punters biting their hands off.

Simple matter then to eliminate the OCA head office entirely.

Congrats Tommy on giving it a go at the agm. You got mentioned in a Business desk write up of the meeting yesterday.

It speaks volumes that the OCA board excluded media from attending the ASM - turned them away at the door I hear.

Maybe there weren't enough sausage rolls to go around.

Transparency! My @$$

You need to get on the board Poet.  You have the skills and its the the only way you're going to be effective in turning this ship around.