TORONTO, ONTARIO--(Marketwire - March 5, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
NorthWest International Healthcare Properties Real Estate Investment Trust (TSX VENTURE:MOB.UN) (the "REIT") today announced that it has reached an agreement with a syndicate of underwriters (the "Underwriters") led by National Bank Financial Inc. and GMP Securities L.P., acting as joint bookrunners, and including Canaccord Genuity Corp., Scotiabank, Dundee Securities Ltd., Macquarie Capital Markets Canada Ltd. and All Group Financial Services Inc., to issue $20 million of convertible unsecured subordinated debentures (the "Debentures") on a bought deal basis (the "Offering"). The REIT has also granted the Underwriters an over-allotment option exercisable at any time up to the date that is 30 days from the date of closing of the Offering to offer for sale up to an additional $3 million aggregate principal amount of Debentures on the same terms and conditions (the "Over-Allotment Option").
The Debentures have a maturity date of March 31, 2018. The Debentures have a coupon of 6.50% per annum and will pay interest semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2013. Each $1,000 principal amount of Debenture is convertible into approximately 350.877 units of the REIT, at any time, at the option of the holder, representing a conversion price of $2.85 per unit.
The REIT will use the net proceeds of the Offering to fund future acquisitions and for general trust purposes.
The terms of the Offering will be described in a preliminary short form prospectus to be filed with Canadian securities regulators on or about March 11, 2013. The Offering is expected to close on or about March 25, 2013, and is subject to certain conditions including, but not limited to, the receipt of all regulatory approvals including the approval of the TSX Venture Exchange and securities regulatory authorities. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdictions. The Debentures will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About NorthWest International Healthcare Properties Real Estate Investment Trust
The REIT is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. Including its investment in Vital Healthcare Property Trust (VHP.NZ), the REIT holds interests in a portfolio of 31 income producing properties, with a focus on internationally-located medical office buildings and healthcare real estate, comprising approximately 1.9 million square feet of gross leasable area in Australia / New Zealand, Brazil and Germany.
Certain statements contained in this news release may contain projections and "forward looking statements" within the meaning of that phrase under Canadian securities laws. When used in this new release, the words "may", "would", "should", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions may be used to identify forward looking statements. Those statements reflect the REIT's current views with respect to future events or conditions, including the future financial performance of Vital Trust. By their nature, forward looking statements reflect management's current views, beliefs and assumptions and are subject to certain risks and uncertainties, known and unknown, including, without limitation, risks disclosed in the short-form prospectus of the REIT dated December 7, 2012 and the REIT's other public filings. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by these forward looking statements. The REIT does not intend to nor assume any obligation to update these forward looking statements whether as a result of new information, plans, events or otherwise, unless required by law.
These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States or to U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to an exemption therefrom. Accordingly, this news release does not constitute an offer for sale of securities in the United States.
The information concerning Vital Trust contained in this press release has been taken from, or is based upon, publicly available documents and records on file with regulatory bodies. Although the REIT has no knowledge that would indicate that any of such information is untrue or complete, the REIT was not involved in the preparation of any such publicly available documents and neither the REIT, nor any of its officers or trustees, assumes any responsibility for the accuracy or completeness of such information or the failure by Vital Trust to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to the REIT.