- Release Date: 06/07/15 15:14
- Summary: SSH: VHP: SSH Notice - NorthWest
- Price Sensitive: No
- Download Document 7.44KB
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
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