Oceania Healthcare strategic review resolution - 2026 ASM vote

[ValueNZ]

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.

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

[Shareguy]

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.

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.

[Left Field]

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.

[ValueNZ]

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.

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.

[Poet]

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.

[LoungeLizard]

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.

[Basil]

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'

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.

[Stockgathering]

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.

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.

[Stockgathering]

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.