VHP
16/09/2013 08:30
SSH
REL: 0830 HRS Vital Healthcare Property Trust
SSH: VHP: SSH (NWI REIT)
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 acquisition of 1,441,947 units on market on behalf of NorthWest
International Healthcare Properties Real Estate Investment Trust (NWI REIT)
and the subsequent intra-group transfer of that interest to NWI Healthcare
Properties LP (NWI LP).
Date of relevant event: On-market acquisitions between 3 and 12 September
2013
To: NZX Limited
And: Vital Healthcare Property Trust
Date this disclosure made: 16 September 2013
Date last disclosure made: 30 August 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: 78,0508,329
(b) total in class: 337,743,500
(c) total percentage held in class: 23..11%
For last disclosure,--
(a) total number held in class: 76,605,382
(b) total in class: 337,742,960
(c) total percentage held in class: 22.682%
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:
On-market purchases on behalf of NWI REIT of, in aggregate, 1,441,947 Units
in Vital Healthcare Property Trust for total consideration of $1,981,854.42
and the subsequent intra-group transfer of NWI REIT's interest in those Units
to NWI LP for $1,981,854.42.
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 10,510,751 units held by FNZ Custodians
Limited as nominee on behalf of NWI.
For that relevant interest,--
(a) number held in class: 10,510,751
(b) percentage held in class: 3.11%
(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): Securities lending arrangement
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 67,547,578 units in VHP that have been lent to
Macquarie Canada by 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:
A. 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
B. 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: 67,547,578
(b) percentage held in class: 19.999%
(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, 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: 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")
67,547,578 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:00241112 For:VHP Type:SSH Time:2013-09-16 08:30:04
