VHP
06/07/2015 15:14
SSH
NOT PRICE SENSITIVE
REL: 1514 HRS Vital Healthcare Property Trust
SSH: VHP: SSH Notice - NorthWest
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
Updated NorthWest SSH Notice
The purpose of this notice is to update the last substantial holding notice
given by NorthWest on 22 August 2014. The total aggregate interest held by
NorthWest in VHP, and the direct holders of that interest, have not changed.
However, as a result of a merger of certain NorthWest entities, the group of
NorthWest entities that have a relevant interest in VHP units has changed
and:
o now includes the New NorthWest Entities (as disclosed in this
notice); and
o no longer includes the Ceasing NorthWest Entities (see the ceasing to
have a substantial holding notice dated on or about the date of this notice
which identifies those entities).
To NZX Limited
and
To Vital Healthcare Property Trust ("VHP")
Date this disclosure made: 6 July 2015
Date on which substantial holding began: 15 May 2015
Substantial product holder(s) giving disclosure
Full name(s): NorthWest Healthcare Properties Real Estate Investment Trust,
NWVP Acquisition LP and NWVP Acquisition Inc. (together, referred to as "New
NorthWest Entities").
Note: "NorthWest" also includes the following entities: NorthWest Value
Partners Inc., Paul Dalla Lana as trustee for NorthWest Real Estate
Investment Trust, NWI Healthcare Properties LP, NWI Healthcare Properties GP
Inc. and NWI NZ Management Company Limited. A substantial holding notice has
already been filed in respect of these entities.
Summary of substantial holding
Class of quoted voting products: Ordinary Units
Summary for NorthWest
For this disclosure,--
(a) total number held in class: 82,064,900
(b) total in class: 341,656,001
(c) total percentage held in class: 24.02%
Note: This is the same substantial holding as previously disclosed by the
NorthWest group. Only the New NorthWest Entities have recently begun to have
an interest in this substantial holding.
Details of relevant interests
Details for NorthWest
1. Nature of relevant interest(s): Beneficial owner of financial
products (subject to a qualification)
NorthWest has a relevant interest in 14,112,287 units held by FNZ Custodians
Limited as its nominee. NorthWest's ability to control disposition of these
units is qualified by a Specific Security Deed between NWI Healthcare
Properties LP by its general partner NWI Healthcare Properties GP Inc. and
Bank of New Zealand ("BNZ") dated 23 August 2013 ("Specific Security Deed").
Pursuant to the Specific Security Deed, NWI Healthcare Properties LP grants a
first ranking security interest to BNZ over these units. Amongst other
things, NWI Healthcare Properties LP has agreed that it may not dispose of or
otherwise deal with the relevant units without the prior consent of BNZ.
Further, if an "Event of Default" arises, BNZ may direct NWI Healthcare
Properties LP how to exercise voting rights in respect of these units. A
copy of the Specific Security Deed is attached to this notice (33 pages).
For that relevant interest,--
(a) number held in class: 14,112,287
(b) percentage held in class: 4.17%
(c) current registered holder(s) of securities: FNZ Custodians Limited
(d) registered holder(s) of securities once transfers registered: NA
2. Nature of relevant interest(s): Beneficial owner of financial
products (subject to a qualification)
NorthWest has a qualified relevant interest in 67,547,578 units held by Bond
Street Custodians Limited (the "Custodian") as its nominee. NorthWest's
ability to control disposition of these units is qualified by a Securities
Mortgage Deed between NWI Healthcare Properties LP by its general partner NWI
Healthcare Properties GP Inc. and Macquarie Bank Limited ("Macquarie") dated
28 February 2014 (as amended pursuant to a deed of amendment dated 15 May
2015) ("Security Mortgage Deed").
Pursuant to the Securities Mortgage Deed, NWI Healthcare Properties LP grants
a mortgage and security interest to Macquarie over the units. Amongst other
things, NWI Healthcare Properties LP has agreed that it may not dispose of or
otherwise deal with the relevant units without the prior consent of
Macquarie. Further, if an "Event of Default" arises, Macquarie may direct
NWI Healthcare Properties LP how to exercise voting rights in respect of
these units. A copy of the Securities Mortgage Deed is attached to this
notice (22 pages) and a copy of the deed of amendment (5 pages).
For that relevant interest,--
(a) number held in class: 67,547,578
(b) percentage held in class: 19.941%
(c) current registered holder(s) of securities: Bond Street Custodians
Limited (ABN 57 008 607 065)
(d) registered holder(s) of securities once transfers registered: NA
3. Nature of relevant interest(s): Beneficial owner of financial
products
NorthWest has a relevant interest in 405,036 units held by NWI NZ Management
Company Limited.
For that relevant interest,--
(a) number held in class: 405,036
(b) percentage held in class: 0.119%
(c) Current registered holder(s) of securities: FNZ Custodians Limited
(d) registered holder(s) of securities once transfers registered: NA
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
o Pursuant to an arrangement agreement dated 10 March 2015, NorthWest
Healthcare Properties Real Estate Investment Trust ("NWH") and NorthWest
International Healthcare Properties Real Estate Investment Trust ("NWI"),
related entities within the NorthWest group, agreed to combine ("Combination
Transaction"). The Combination Transaction closed on 15 May 2015.
o Pursuant to the Combination Transaction, NWH acquired all of the
assets of NWI and NWI unitholders received 0.208 of a NWH trust unit for each
NWI trust unit held on a tax-deferred basis.
o The Combination Transaction involved the transfer of NWI Healthcare
Properties LP from NWI to NWH. NWI Healthcare Properties LP (through nominee
companies FNZ Custodians Limited and Bond Street Custodians Limited and its
wholly owned subsidiary NWI NZ Management Company Limited) holds the
82,064,900 ordinary units in VHP ("Relevant Interest").
o As a result, although the direct ownership of Relevant Interest has
not changed, the group of NorthWest entities that have a beneficial interest
in the Relevant Interest has changed and now includes the New NorthWest
Entities.
Additional information
Address(es) of substantial product holder(s): c/o 284 King Street East,
Toronto, ON M5A 1K4
Contact details: Teresa Neto, +1 (416) 366-2000,1002, [email protected]
Nature of connection between substantial product holders: the New NorthWest
Entities are each either directly or indirectly, controlled by, or related
to, NWH.
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Financial Markets Conduct Act 2013 in
relation to the financial products to which this disclosure relates:
NorthWest International Healthcare Properties Real Estate Investment Trust
and Paul Dalla Lana as trustee for NorthWest Operating Trust (see the ceasing
to have a substantial holding notice dated on or about the date of this
notice which identifies those entities).
Certification
I, Paul Dalla Lana, certify that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly
authorised to make this disclosure by all persons for whom it is made.
End CA:00266680 For:VHP Type:SSH Time:2015-07-06 15:14:55
