VHP
04/07/2013 17:01
GENERAL
REL: 1701 HRS Vital Healthcare Property Trust
GENERAL: VHP: Vital response to RTN three month status report
Response to Restricted Transfer Notice three month status report
Background
On 2 April 2013, NorthWest International Healthcare Properties Real Estate
Investment Trust ("NorthWest") gave a Restricted Transfer Notice ("RTN") to
Vital Healthcare Management Limited ("Manager") as manager of Vital
Healthcare Property Trust ("Vital"). The RTN advised NorthWest's intention to
acquire up to 24.99% of the units in Vital by on-market purchases at per-unit
prices in the range of $1.15 to $1.38.
Due to the association between NorthWest and two Directors of the Manager
(Paul Dalla Lana and Bernard Crotty), the Board of the Manager formed a
committee of all of the Independent Directors of the Manager (Graeme Horsley
(Chairman), Andrew Evans and Claire Higgins) to deal with, and respond to,
the RTN.
On 19 April 2013, the Independent Directors wrote to unitholders to advise
them of their response to the RTN ("Independent Directors' Letter"), and to
provide them with a copy of an Independent Appraisal Report on the RTN
prepared by KordaMentha ("Appraisal Report"), in each case as required by the
Listing Rules.
Three month Status Report
On 2 July 2013, NorthWest provided the Manager with a three month Status
Report on the RTN ("Status Report"). Under the Listing Rules, NorthWest was
required to give the Status Report in order to continue to purchase units in
reliance on the RTN.
The Status Report confirms that NorthWest "remains keen to continue to
support Vital and intends to increase its proportionate holding of units to
24.99% in an orderly fashion, whether through supporting Vital's recently
announced capital raising or on-market purchases".
The Status Report also states that, between 2 April 2013 and 2 July 2013,
NorthWest acquired an interest in 66,673 units in reliance on the RTN.
Response to the Status Report
As noted above, the Independent Directors' response to the RTN is set out in
the Independent Directors' Letter. Unitholders are encouraged to read that
letter, and the Appraisal Report that accompanied it, in full.
In response to the Status Report, as required by the Listing Rules, the
Independent Directors advise as follows:
- They are not aware of any change in circumstances which would affect the
continuing relevance and currency of the Appraisal Report or the information
notified in the Independent Directors' Letter in compliance with Listing Rule
4.5.6.
- They believe that Vital is in compliance with Listing Rule 10.1.
Further information
In addition to the confirmations required by the Listing Rules, the
Independent Directors note the following matters:
- The Appraisal Report states that an equity capital raising is envisaged by
Vital. In this regard, on 26 June 2013, Vital announced that it intends to
raise up to $39.2 million of new equity capital by way of 1-for-10 pro-rata
renounceable rights issue of new units at a price of $1.275 per unit (the
"Offer"). The Simplified Disclosure Prospectus for the Offer was registered
today with the Registrar of Financial Service Providers.
- As announced on 26 June 2013, NorthWest, which holds units through related
or associated entities, has indicated to the Board that it will ensure that
those entities take up their full entitlement to new units under the Offer
and that one of those entities will apply for additional new units under the
Offer's oversubscription facility. NorthWest has advised the Board that its
related or associated entities will not apply for units that will in
aggregate take NorthWest's interest in Vital above 24.99% of all units on
issue.
- NZX has ruled that an increase in the percentage of votes attached to units
in Vital controlled by NorthWest and its Associated Persons (as defined in
the Listing Rules) from 20.001% to 24.99% (including by way of the issue of
units under the Offer) will not constitute a material increase in NorthWest
and its Associated Persons' ability to exercise, or direct the exercise of,
effective control of Vital in terms of Rule 7.5.1. This means that unitholder
approval is not required to the issue of units to NorthWest under the Offer.
- As noted in the Independent Directors' Letter and Appraisal Report,
NorthWest could under the Listing Rules increase its interest to above 25% of
all units on issue. NorthWest has advised the Board that it has no present
intention to do so (although this intention could change).
- The Appraisal Report contains information on the value of Vital's property
portfolio at 31 December 2012. On 26 June 2013, Vital announced a preliminary
unaudited portfolio revaluation increase as at 30 June 2013.
- ENDS -
ENQUIRIES
David Carr, Chief Executive Officer
Vital Healthcare Management Ltd, Telephone 09 973 7301, Email
[email protected]
Stuart Harrison, Chief Financial Officer
Vital Healthcare Management Ltd, Telephone 09 973 7302, Email
[email protected]
End CA:00238228 For:VHP Type:GENERAL Time:2013-07-04 17:01:13
