Ann: SSH: VHP: SSH (NorthWest Value Partners Inc)

• Release Date: 29/11/12 10:34
• Summary: SSH: VHP: SSH (NorthWest Value Partners Inc)
• Price Sensitive: No
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VHP
29/11/2012 08:34
SSH

REL: 0834 HRS Vital Healthcare Property Trust

SSH: VHP: SSH (NorthWest Value Partners Inc)

Disclosure of movement of 1% or more in substantial holding or change in
nature of relevant interest or both
Sections 23 and 24, Securities Markets Act 1988
Relevant event being disclosed:  The completion of an internal
re-organisation involving a series of contemporaneous interim transactions
including the unwinding of an equity swap arrangement with Macquarie Bank
Limited, certain internal transfers and the entry into a securities lending
arrangement with Macquarie Capital Markets Canada Ltd.
Date of relevant event:  19 November 2012
To  NZX Limited
And  Vital Healthcare Property Trust
Date this disclosure made:  28 November 2012
Date last disclosure made:
1. 16 January 2012 (in respect of NorthWest Value Partners Inc., Paul
Dalla Lana as trustee for NorthWest Real Estate Investment Trust and Paul
Dalla Lana as trustee for NorthWest Operating Trust)
2. 5 October 2012 (in respect of NorthWest International Healthcare
Properties Real Estate Investment Trust (formerly GT Canada Medical
Properties Real Estate Investment Trust))
Substantial security holder(s) giving disclosure
Name(s):  NorthWest Value Partners Inc., Paul Dalla Lana as trustee for
NorthWest Real Estate Investment Trust, Paul Dalla Lana as trustee for
NorthWest Operating Trust, NWI Healthcare Properties LP, NWI Healthcare
Properties GP Inc and NorthWest International Healthcare Properties Real
Estate Investment Trust (together referred to as "NorthWest")
Contact details: Paul Dalla Lana ((001)14163668300 / [email protected])
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary Units
Summary for NorthWest
For this disclosure,--
(a) total number held in class: 58,600,005
(b) total in class: 298,013,570
(c) total percentage held in class: 19.66%
For last disclosure*,--
(a) total number held in class: 58,600,005
(b) total in class: 298,013,570
(c) total percentage held in class: 19.66%
*Refers to the disclosure on 5 October 2012 by NorthWest International
Healthcare Properties Real Estate Investment Trust.
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure under the
instructions to this form:  The completion of an internal re-organisation
involving a series of contemporaneous interim transactions including the
unwinding of an equity swap arrangement with Macquarie Bank Limited, certain
internal transfers and the entry into a securities lending arrangement with
Macquarie Capital Markets Canada Ltd.
Details of relevant interests in substantial holding after relevant event
Details for NorthWest
Nature of relevant interest(s):
Interest in units under a securities lending arrangement with Macquarie
Capital Markets Canada Ltd ("Macquarie Canada"), pursuant to which NorthWest
has a relevant interest in 58,600,005 units in Vital Healthcare Property
Trust that have been lent to Macquarie Canada by NWI Healthcare Properties LP
by its general partner NWI Healthcare Properties GP Inc ("NWI") for a period
ending 15 November 2013 (unless terminated earlier).  Amongst other things,
under that arrangement Macquarie Canada agrees that, in respect of those
units lent to Macquarie Canada:
1. it will arrange for voting rights equal to the voting rights attached
to the units lent to Macquarie Canada to be exercised in accordance with the
instructions of NWI; and
2. it will redeliver units of an identical number and type to NWI at the
end of the one year term or earlier if NWI gives written notice requesting
redelivery or an "event of default" arises.
A summary of the relevant agreement giving arise to the interest is attached
as Schedule 1 (1 page).
For that relevant interest,--
(a) number held in class: 58,600,005
(b) percentage held in class: 19.66%
(c) current registered holder(s) of securities: Macquarie Capital Markets
Canada Ltd
(d) registered holder(s) of securities once transfers registered:  NA

Additional information
Nature of connection between substantial security holders:  NorthWest Real
Estate Investment Trust, NorthWest Operating Trust, NWI Healthcare Properties
LP, NWI Healthcare Properties GP Inc and NorthWest International Healthcare
Properties Real Estate Investment Trust are each either directly or
indirectly, controlled by NorthWest Value Partners Inc.
Address(es) of substantial security holder(s): c/o 284 King Street East,
Toronto, ON M5A 1K4
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Act in relation to the securities to which
this disclosure relates:  Macquarie Capital Markets Canada Ltd
Declaration
I, Paul Dalla Lana, declare 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.
 Schedule 1

Agreement: Global Master Securities Lending Agreement ("SLA")
Date of Agreement: 16 November 2012.
Parties: NWI Healthcare Properties LP by its general partner NWI
Healthcare Properties GP Inc. ("NWI")
Macquarie Capital Markets Canada Ltd ("Macquarie Canada")
Securities Loan: Pursuant to the SLA, NWI has transferred (or
"loaned") 58,600,005 units in the Vital Healthcare Property Trust ("Vital
Units") to Macquarie Canada in return for Macquarie Canada paying to it an
amount of cash collateral (the "SLA Collateral").
The Vital Units became the property of Macquarie Canada under the SLA, with
Macquarie Canada having the ability to deal with the Vital Units without
restriction.
SLA Collateral: The SLA Collateral that Macquarie Canada must pay to NWI is
calculated by reference to the value of the Vital Units from time to time.
If the value of the Vital Units increases, Macquarie Canada will be required
to pay additional SLA Collateral to NWI, while NWI will be required to repay
part of the SLA Collateral to Macquarie Canada if the value of the Vital
Units declines.
NWI must pay interest on the SLA Collateral it holds to Macquarie Canada.
Distributions and voting rights: Macquarie Canada must pay to NWI
amounts equal to the net cash distributions paid on the Vital Units and
arrange for voting rights equal to the voting rights attached to the Vital
Units to be exercised in accordance with the instructions of NWI.
Term and termination: The securities loan of the Vital Units under the SLA
is due to terminate on 15 November 2013 (or any earlier date agreed by the
parties).  Both NWI and Macquarie Canada may, at their option, terminate the
securities loan at any time before that date (subject, in the case of
Macquarie Canada, to giving not less than 30 days prior notice to NWI).
The SLA may also be terminated early in certain situations, such as default
by a party.
On termination of the securities loan, Macquarie Canada is generally required
to deliver to NWI a number of units in Vital equal to the Vital Units, and
NWI is required to repay the SLA Collateral.
Guarantee: The obligations of NWI in respect of the SLA have been
guaranteed by NorthWest International Healthcare Properties Real Estate
Investment Trust pursuant to a Deed of Guarantee and Indemnity entered into
by NorthWest International Healthcare Properties Real Estate Investment Trust
and Macquarie Canada and dated 16 November 2012.
End CA:00230386 For:VHP    Type:SSH        Time:2012-11-29 08:34:16