VHP
19/03/2014 08:51
SSH
REL: 0851 HRS Vital Healthcare Property Trust
SSH: VHP: SSH Notice - 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
A change in nature of NorthWest's relevant interest in 67,547,578 units (the
"Relevant Units") in Vital Healthcare Property Trust ("VHP") due to a
restructuring of NWI's financing arrangements with Macquarie, including:
(a) the termination of the previously disclosed securities lending
arrangement in respect of the Relevant Units documented by a Global Master
Securities Lending Agreement ("GMSLA") between NWI Healthcare Properties LP
by its general partner NWI Healthcare Properties GP Inc ("NWI") and Macquarie
Capital Markets Canada Ltd; and
(b) the entry into the Securities Mortgage Deed (the "Securities Mortgage
Deed") between NWI and Macquarie Bank Limited ("Macquarie") dated 28 February
2014 pursuant to which NWI grants a mortgage and security interest to
Macquarie over the Relevant Units.
Date of relevant event: 28 February 2014
To: NZX Limited
And: Vital Healthcare Property Trust
Date this disclosure made: 19 March 2014
Date last disclosure made: 10 October 2013
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: 81,659,865
(b) total in class: 338,744,436
(c) total percentage held in class: 24.11%
For last disclosure,--
(a) total number held in class: 81,659,865
(b) total in class: 338,215,453
(c) total percentage held in class: 24.14%
Details of transactions and events giving rise to relevant event
A restructuring of NWI's financing arrangements with Macquarie, including:
(a) the termination of the previously disclosed securities lending
arrangement in respect of the Relevant Units documented by the GMSLA NWI and
Macquarie Capital Markets Canada Ltd; and
(b) the entry into the Securities Mortgage Deed between NWI and Macquarie
dated 28 February 2014 pursuant to which NWI grants a mortgage and security
interest to Macquarie over the Relevant Units.
Details of relevant interests in substantial holding after relevant event
Details for: NorthWest
1. Nature of relevant interest(s): Beneficial title
NorthWest has a relevant interest in 14,112,287 units held by FNZ Custodians
Limited as its nominee.
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 title
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 the Relevant Units has been qualified as a
result of entry into the Securities Mortgage Deed between NWI and Macquarie.
Amongst other things, pursuant to the Securities Mortgage Deed, NWI has
agreed that it may not dispose of or otherwise deal with the Relevant Units
without the prior written consent of Macquarie. Further, if an "Event of
Default" arises, Macquarie may by written notice, direct NWI how to exercise
voting rights in respect of the Relevant Units. A copy of the Securities
Mortgage Deed is attached to this notice (22 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
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, or related to, 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: NA
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.
End CA:00248381 For:VHP Type:SSH Time:2014-03-19 08:51:13
