SPH Notice – NorthWest

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Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Vital Healthcare Property Trust (Vital)
Relevant event being disclosed: Movement in substantial holding
Date of relevant event: 12 August 2020, 24 August 2020, 28 August 2020
and 24 September 2020
Date this disclosure made: 5 October 2020
Date last disclosure made: 28 August 2019
Substantial product holder(s) giving disclosure
Full name(s): NorthWest Healthcare Properties Real Estate
Investment Trust (NorthWest REIT), NWVP
Acquisition LP, NWVP Acquisition Inc., NorthWest
Value Partners Inc., Paul Dalla Lana as trustee for
NorthWest Real Estate Investment Trust, NWI
Healthcare Properties LP, NWI Healthcare Properties
GP Inc., NWI NZ Management Company Limited and
NorthWest NZ Finance Holdings Limited (together,
referred to as NorthWest)
Summary of substantial holding
Class of quoted voting products: Ordinary units
Summary for NorthWest
For this disclosure,—
(a) total number held in class: 116,883,641
(b) total in class: 457,767,061
(c) total percentage held in class: 25.53%
For last disclosure,—
(a) total number held in class: 112,743,175
(b) total in class: 451,265,970
(c) total percentage held in class: 24.98%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:

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Transaction one:
 On 12 August 2020, 675,000 ordinary units were acquired in on market purchases
for $1,788,750 by NWI NZ Management Company Limited (as beneficial holder,
with Forsyth Barr Custodians Limited as legal holder).
Transaction two:
 On 24 August 2020, 50,000 ordinary units were acquired in an on market
purchases by NWI Healthcare Properties LP for $145,000.
Transaction three:
 On 28 August 2020, 2,565,076 ordinary units were issued to NorthWest Healthcare
Properties Management Limited (the Manager) as consideration for the Manager’s
incentive fee in accordance with clauses 22.4 and 22.6(b) of the Trust Deed.
Transaction four:
 On 24 September 2020, 850,390 ordinary units were issued through Vital’s
Distribution Reinvestment Plan for consideration of $2,538,227.06
 The registered owners of these units are:
o 820,269 NZGT Security Trustee Limited
o 10,956 Forsyth Barr Custodians Limited
o 366 NWI Healthcare Properties LP
o 18,799 NorthWest Healthcare Properties Management Limited
Details after relevant event
Details for NorthWest as at the date of this disclosure:
1. Nature of relevant interest(s):
Beneficial owner of financial products NorthWest has a qualified relevant
interest in 103,436,785 ordinary units held by NZGT Security Trustee Limited
as its nominee. NorthWest’s ability to control the 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 Australia and
New Zealand Banking Group Limited (ANZ) dated 2 July 2019 (the NWI LP
SSD). Pursuant to the NWI LP SSD, NWI Healthcare Properties LP has granted
a first ranking security interest 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 ANZ. Further, if an
“Event of Default” arises, ANZ may direct NWI Healthcare Properties LP to
exercise voting rights in respect of these units in accordance with its
instructions (if any). A copy of the Specific Security Deed has previously been
disclosed as a relevant agreement.

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For that relevant interest,—
(a) number held in class: 103,436,785
(b) percentage held in class: 22.60%
(c) current registered holder(s): NZGT Security Trustee Limited
(d) registered holder(s) once transfers are registered: N/A
For a derivative relevant interest, also—
(a) type of derivative: not applicable
(b) details of derivative: not applicable
(c) parties to the derivative: not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: not applicable
2. Nature of relevant interest(s):
Beneficial owner of financial products NorthWest has a qualified relevant
interest in 9,306,776 ordinary units held by NZGT Security Trustee Limited as
its nominee. NorthWest’s ability to control the disposition of these units is
qualified by a Specific Security Deed between NorthWest NZ Finance Holdings
Limited and ANZ dated 2 July 2019 (the NZ Finance Co SSD). Pursuant to
the NZ Finance Co SSD, NorthWest NZ Finance Holdings Limited has granted
a first ranking security interest over these units. Amongst other things,
NorthWest NZ Finance Holdings Limited has agreed that it may not dispose of
or otherwise deal with the relevant units without the prior consent of ANZ.
Further, if an “Event of Default” arises, ANZ may direct NorthWest NZ Finance
Holdings Limited to exercise voting rights in respect of these units in
accordance with its instructions (if any). A copy of the Specific Security Deed
has previously been disclosed as a relevant agreement.
For that relevant interest,—
(a) number held in class: 9,306,776
(b) percentage held in class: 2.03%
(c) current registered holder(s): NZGT Security Trustee Limited
(d) registered holder(s) once transfers are registered: N/A
For a derivative relevant interest, also—
(a) type of derivative: not applicable
(b) details of derivative: not applicable

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(c) parties to the derivative: not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: not applicable
3. Nature of relevant interest(s):
Beneficial owner of financial products NorthWest has a relevant interest in
1,505,839 ordinary units held by Forsyth Barr Custodians Limited as nominee
for NWI NZ Management Company Limited.
For that relevant interest,—
(a) number held in class: 1,505,839
(b) percentage held in class: 0.33%
(c) current registered holder(s): Forsyth Barr Custodians Limited
(d) registered holder(s) once transfers are registered: N/A
For a derivative relevant interest, also—
(a) type of derivative: not applicable
(b) details of derivative: not applicable
(c) parties to the derivative: not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: not applicable
4. Nature of relevant interest(s):
Beneficial owner of financial products NorthWest has a relevant interest in
50,366 ordinary units held by NWI Healthcare Properties LP.
For that relevant interest,—
(a) number held in class: 50,366
(b) percentage held in class: 0.01%
(c) current registered holder(s): NWI Healthcare Properties LP
(d) registered holder(s) once transfers are registered: N/A
For a derivative relevant interest, also—
(a) type of derivative: not applicable
(b) details of derivative: not applicable

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(c) parties to the derivative: not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: not applicable
5. Nature of relevant interest(s):
Beneficial owner of financial products NorthWest has a relevant interest in
2,583,875 ordinary units held by NorthWest Healthcare Properties
Management Limited.
For that relevant interest,—
(a) number held in class: 2,583,875
(b) percentage held in class: 0.56%
(c) current registered holder(s): NorthWest Healthcare Properties Management Limited
(d) registered holder(s) once transfers are registered: N/A
For a derivative relevant interest, also—
(a) type of derivative: not applicable
(b) details of derivative: not applicable
(c) parties to the derivative: not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: not applicable

Additional information
Address of substantial product holder(s): c/o 180 Dundas Street West, Suite 1100,
Toronto, ON M5G 1Z8

Contact details: Shailen Chande
T: +1 (416) 366-2000,1002
E: Shailen.Chande@nwhreit.com

*Nature of connection between substantial product holders:
The NorthWest entities are each either
directly or indirectly controlled by, or related
to, NorthWest REIT

Certification
I, Bernard William Crotty, 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.