$150m capital raising to support new developments

$150M CAPITAL RAISING,
NEW DEVELOPMENTS, AND
POTENTIAL ACQUISITION
7 October 2020
Managed by NorthWest Healthcare Properties Management Limited

IMPORTANT NOTICE AND DISCLAIMER (1/2)
This presentation has been prepared by NorthWestHealthcare Properties Management Limited (the Manager) in its
capacity as the manager of Vital Healthcare Property Trust (Vital) in relation to the placement (Placement) and unit
purchase plan (Unit Purchase Plan) (the Placement and the Unit Purchase Plan, together, are the Offer) of new
units in Vital (New Units) to be made to:
•Eligible institutional and other selected investors in respect of the Placement; and
•Eligible unitholders of Vital in respect of the Unit Purchase Plan,
in reliance on clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA).
Information
The information in this presentation is of a general nature and does not purport to be complete nor does it contain
all the information which a prospective investor may require in evaluating a possible investment in Vital or that would
be required in a product disclosure statement for the purposes of the FMCA. Vital is subject to disclosure obligations
under the NZX Listing Rules that requires it to notify certain material information to NZX Limited (NZX). This
presentation should be read in conjunction with Vital'sother periodic and continuous disclosure announcements
released to NZX. No information set out in this presentation will form the basis of any contract.
NZX
The New Units will be quoted on the NZX Main Board following completion of allotment procedures. However, NZX
accepts no responsibility for any statement in this document. NZX is a licensed market operator, and the NZX Main
Board is a licensed market under the FMCA.
Not financial product advice
This presentation does not constitute legal, financial, tax, financial product advice, investment advice or a
recommendation to acquire Vital securities, and has been prepared without taking into account the objectives,
financial situation or needs of individuals. Before making an investment decision, prospective investors should
consider the appropriateness of the information having regard to their own objectives, financial situation and needs
and consult an NZX Firm or solicitor, accountant or other professional advisor if necessary.
Investment risk
An investment in securities in Vital is subject to investment and other known and unknown risks, some of which are
beyond the control of Vital and the Manager. The Manager does not guarantee any particular rate of return or the
performance of Vital.
Not an offer
This presentation is not a prospectus or product disclosure statement or other offering document under New
Zealand law or any other law (and will not be lodged with the Registrar of Financial Service Providers). This
presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase
or sale in any jurisdiction. Any decision to purchase New Units in the Unit Purchase Plan must be made on the basis
of the information to be contained in a separate offer document which will be available following its lodgmentwith
NZX (Offer Document). Any eligible unitholder who wishes to participate in the Unit Purchase Plan should consider
the Offer Document in deciding to apply under that Offer. Anyone who wishes to apply for New Units under the Unit
Purchase Plan will need to apply in accordance with the instructions contained in the Offer Document and the
application form. This presentation does not constitute investment or financial advice (nor tax, accounting or legal
advice) or any recommendation to acquire New Units and does not and will not form any part of any contract for the
acquisition of New Units. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any
securities in the United States. The distribution of this presentation outside New Zealand may be restricted by law.
Any recipient of this presentation who is outside New Zealand must seek advice on and observe any such
restrictions. Refer to the section “International Offer Restrictions” of this presentation for information on restrictions
and eligibility criteria to participate in the Offer.
Disclaimer
None of the Manager, Goldman Sachs New Zealand Limited, Forsyth Barr Limited or their related companies and
affiliates including, in each case, their respective shareholders, directors, officers, employees, affiliates, agents or
advisors, as the case may be (Specified Persons), have independently verified or will verify any of the content of
this presentation and none of them are under any obligation to you if they become aware of any change to or
inaccuracy in the information in this presentation.
To the maximum extent permitted by law, each Specified Person disclaims and excludes all liability whatsoever for
any loss, damage or other consequence (whether foreseeable or not) suffered by any person from the use of the
content of this presentation, from refraining from acting because of anything contained in or omitted from this
presentation or otherwise arising in connection therewith (including for negligence, default, misrepresentation or by
omission and whether arising under statute, in contract or equity or from any other cause). No Specified Person
makes any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of
the information contained in this presentation. You agree that you will not bring any proceedings against or hold or
purport to hold any Specified Person liable in any respect for this presentation and content of this presentation and
waive any rights you may otherwise have in this respect.
Past performance
Past performance information provided in this presentation may not be a reliable indication of future performance.
No guarantee of future returns is implied or given.
2
VITAL HEALTHCARE PROPERTY TRUST

IMPORTANT NOTICE AND DISCLAIMER (2/2)
Forward-looking statements
This presentation may contain certain forward-looking statements with respect to the financial condition, results of
operations and business of Vital. Forward-looking statements can generally be identified by the use of words such
as 'project', 'foresee', 'plan', 'expect', 'aim', 'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will' or similar
expressions. This also includes statements regarding the timetable, conduct and outcome of the Offer and the use
of proceeds thereof, statements about the plans, objectives and strategies of the management of Vital, statements
about the industry and the markets in which Vital operates and statements about the future performance of Vital's
business. Any indications of, or guidance or outlook on, future earnings or financial position or performance and
future distributions are also forward-looking statements. All such forward-looking statements involve known and
unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside
the control of the Manager, which may cause the actual results or performance of Vital to be materially different from
any future results or performance expressed or implied by such forward-looking statements. Such forward-looking
statements speak only as of the date of this presentation. Except as required by law or regulation (including the NZX
Listing Rules), the Manager undertakes no obligation to update these forward-looking statements for events or
circumstances that occur subsequent to such dates or to update or keep current any of the information contained
herein. Any estimates or projections as to events that may occur in the future (including projections of revenue,
expense, net income and performance) are based upon the best judgement of the Manager from the information
available as of the date of this presentation. A number of factors could cause actual results or performance to vary
materially from the projections, including the risk factors set out in this presentation. Investors should consider the
forward-looking statements in this presentation in light of those risks and disclosures. You are strongly cautioned
not to place undue reliance on any forward-looking statements, particularly in light of the current economic
climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.
For the purposes of this Important Notice, "presentation" shall mean the slides, any oral presentation of the slides by
the Manager, any question-and-answer session that follows that oral presentation, hard copies of this document and
any materials distributed at, or in connection with, that presentation.
The information and opinions contained in this presentation are provided as at the date of this presentation and are
subject to change without notice. The Manager reserves the right to withdraw, or vary the timetable for, the
Placement or the Unit Purchase Plan, without notice.
Joint Lead Managers
The Joint Lead Managers and their affiliates (including the underwriters for the Placement (the Underwriters)) are
full service financial institutions engaged in various activities, which may include trading, financing, corporate
advisory, financial advisory, investment management, investment research, principal investment, hedging, market
making, brokerage and other financial and non-financial activities and services. The Joint Lead Managers, the
Underwriters and their affiliates have provided, and may in the future provide, financial advisory, financing services
and other services to the Manager and to persons and entities with relationships with Vital or the Manager, for which
they received or will receive customary fees and expenses. In the ordinary course of its various business activities,
the Joint Lead Managers, the Underwriters and their affiliates may purchase, sell or hold a broad array of
investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and
other financial instruments for their own account and for the accounts of their customers, and such investment and
trading activities may involve or relate to assets, securities and/or instruments of Vital, the Manager and/or persons
and entities with relationships with Vital or the Manager. The Joint Lead Managers, Underwriters and their affiliates
may also communicate independent investment recommendations, market colour or trading ideas and/or publish or
express independent research views in respect of such assets, securities or instruments and may at any time hold,
or recommend to clients that they should acquire, long and/or short positions in such assets, securities and
instruments. One or more entities within one or more Joint Lead Managers' or Underwriters' respective groups may
now or in the future act as a derivative counterparty or provide financial accommodation or services to Vital, the
Manager, or their affiliates.
In connection with the Placement, one or more investors may elect to acquire an economic interest in the New Units
(Economic Interest), instead of subscribing for or acquiring the legal or beneficial interest in those securities. The
Joint Lead Managers and the Underwriters (or their respective affiliates) may, for their own respective accounts,
write derivative transactions with those investors relating to the New Units to provide the Economic Interest, or
otherwise acquire securities in Vital in connection with the writing of those derivative transactions in the Placement
and/or the secondary market. As a result of those transactions, the Joint Lead Managers and the Underwriters (or
their respective affiliates) may be allocated, subscribe for or acquire New Units or securities of Vital in the
Placement and/or the secondary market, including to hedge those derivative transactions, as well as hold long or
short positions in those securities. These transactions may, together with other securities in Vital acquired by the
Joint Lead Managers, Underwriters or their affiliates in connection with its ordinary course sales and trading,
principal investing and other activities, result in the Joint Lead Managers or their affiliates disclosing a substantial
holding and earning fee.
The Joint Lead Managers and Underwriters (and/or their respective affiliates) may also receive and retain other
fees, profits and financial benefits in each of the above capacities and in connection with the above activities,
including in their capacity as a Joint Lead Manager and/or Underwriter to the Offer.
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in
particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you have read and agree
to comply with the contents of this Important Notice; (ii) you are permitted under applicable laws and regulations to
receive the information contained in this presentation; (iii) you will base any investment decision solely on
information released by Vital via NZX (including, in the case of the Unit Purchase Plan, the Offer Document); and
(iv) you agree that this presentation may not be reproduced in any form or further distributed to any other person,
passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose.
3
VITAL HEALTHCARE PROPERTY TRUST

PRESENTED BY:
CONTENTS
Page
•Portfolio enhancing transactions5
•Balance sheet and fundamentals remain strong6
•Strategic deployment of proceeds7
•Delivering on the 5-year portfolio strategy8
•Committed developments9
•Equity raising and capital management10
•Key risks14
•Appendices19
4
Aaron Hockly
Fund Manager
Michael Groth
Chief Financial Officer
All amounts are in NZD unless otherwise shown
VITAL HEALTHCARE PROPERTY TRUST

PORTFOLIO ENHANCING TRANSACTIONS
5
VITAL ANNOUNCES $150M CAPITAL RAISING TO FUND DEVELOPMENT PIPELINE AND POTENTIAL ACQUISITION
VITAL HEALTHCARE PROPERTY TRUST
Developments
Approximately $100m
(1)
of brownfield developments have beenprogressed and are either being announced today or are expected to be announced in
coming months
Threenew committed developments include:
A$22.6m expansion and upgrade of Belmont Private Hospital (details on page 21)
A$18.6m expansion of Abbotsford Private Hospital (details on page 22)
A$21.7m stage one development of a new health precinct in northern Adelaide to be known as "PlayfordHealth Hub” (details on page 23)
The remaining ~$33m comprises developments which are still in due diligence but are considered highly likely to proceed
Developments are driven by tenant demand, and enable Vital to continue to deliver earnings growth and improve the quality of theportfolio
Potential
acquisition
NorthWestHealthcare Properties Management Limited (the Manager), as manager of Vital, is in advanced discussions to acquire a premium private
hospital
(2)
in a metropolitan area for $95m, on a 5.25% year 2 stabilised cap rate
The hospital is in a strategic location with strong underlying demographics and leased to a high-quality hospital operator for 30 years
Completion of the acquisition remains subject to finalisation of terms, documentation and purchaser due diligence
The Manager anticipates being in a position to execute and complete this acquisition during the fourth quarter of calendar year 2020
Asset sales
An off-market sales process has commenced for the ~$100m of previously signalled asset sales
Assuming satisfactory completion of due diligence, it is envisaged that these asset sales will complete in early-to-mid 2021
(1)This is part of the $130m pipeline announced as part of Vital’sFY20 Annual Results. AUD developments are converted to NZD at FY20 period end NZD/AUD
exchange rate of 0.9345
(2)The specific property is not named as the transaction is subject to confidentiality requirements

BALANCE SHEET AND FUNDAMENTALS REMAIN STRONG
6
$150M CAPITAL RAISING WILL FURTHER STRENGTHEN VITAL’SBALANCE SHEET AND OUTLOOK
VITAL HEALTHCARE PROPERTY TRUST
Capital raise
Vital is seeking to raise approximately $150m through a$125m underwritten
(1)
Placement and a $25m Unit Purchase Plan (the Offer)
New Units to be issued under the Placement at a fixed price of $2.80per unit, representing a 6.0% discount to the closing price of $2.98on 6 October
2020
The Placement represents 9.8% of units on issue prior to the Placement
Balance sheet
Vital’s pro forma debt to gross assets ratio
(2)
as at 30 June 2020 will decrease from 38.7% to 33.0%
(3)
upon completion of the Offer, assuming that Vital
completes the proposed $95m strategic acquisition and the ~$100m of previously announced asset sales
If the acquisition does not proceed, the proceeds will initially be used to repay debt and then to fund further acquisition and development opportunities
as they arise
Vital has received credit approved offers to extend the duration of both the A$125m facility expiring in March 2021 and the A$115m facility expiring in
October 2021 from its existing financiers
(4)
Outlook
Portfolio:Rent collection for the first quarter of FY21 has been over 99% with no material, additional rent deferrals to date. Approximately 94% of the rent
which had been deferred at 30 June 2020 has also been collected. Following significant lease extensions, Vital’sWALE moved from 18.1 years to 18.6
years
(5)
Strategy:Acquisition and development initiatives announced today are aligned with Vital’s5-year portfolio strategy
Earnings and distributions:FY21 distribution guidance of at least 8.75 cents per unit remains in place post capital raising on a conservative pay-out
ratio
(6)
(1)NorthWestHealthcare Properties REIT has committed, on behalf of its owned and controlled
entities, to participate in the Placement by subscribing for $31.9m of new units, representing
its pro rata holding in Vital, with the balance of the Placement underwritten by Forsyth Barr
Group Limited and Goldman Sachs New Zealand Limited
(2)Calculated in accordance with Vital’s Trust Deed
(3)Refer to page 20 for pro forma balance sheet
(4)Both credit approved offers are capable of acceptance (subject to customary terms
associated with credit approved offers) and work is continuing on executing Vital’scapital
management strategy to diversify financiers and introduce longer duration debt facilities to
Vital
(5)Pro forma as at 30 June 2020 following leasing announcements contained in Vital’smarket
announcement dated 18 September 2020
(6)Guidance provided on the basis of a number of assumptions including no significant change
in COVID-19 in Australia or New Zealand

7
TRANSACTIONS WILL IMPROVE PORTFOLIO QUALITY, REDUCE GEARING, ANDPROVIDE HEADROOM FOR FUTURE EARNINGS
ENHANCING ACQUISITIONS AND DEVELOPMENTS
Portfolio improvement
Approximately $100m of new developments are expected to return a weighted average yield on cost of ~6.0%. Developments
are driven by tenant demand, and enable Vital to continue to deliver earnings growth and improve the quality of the portfolio
Proposed $95m premium private hospital acquisition enhances the portfolio through its metropolitan location with strong
underlying demographics, a high-quality tenant, proposed 30 year lease term and potential future developments
The combination of the developments, potential acquisition, and targeted asset sales would improve key portfolio metrics
including an extended WALE and improved tenant profile
Capital management to fund growth pipeline
Capital will be released through the ~$100m of previously signalled asset sales, with proceeds expected to be deployed for
other earnings enhancing acquisitions and developments
Pro forma FY20 gearing
(1)
is expected to decrease from 38.7% to 33.0%
(2)
upon completion of the Offer
(3)
STRATEGIC DEPLOYMENT OF PROCEEDS
(1)Debt to Gross Assets calculated in accordance with Vital’s Trust Deed
(2)Refer to page 20 for pro forma balance sheet
(3)Assuming that Vital completes the proposed $95m strategic acquisition and the ~$100m of previously announced asset sales
VITAL HEALTHCARE PROPERTY TRUST

DELIVERING ON THE 5-YEAR PORTFOLIO STRATEGY
8
THE PORTFOLIO TRANSACTIONS ANNOUNCED ARE ALIGNED WITH VITAL’S5-YEAR PORTFOLIO STRATEGY
Execution of Vital’s strategy
Developments and acquisition support AFFO target growth of 2-3% per annum
Portfolio WALE is expected to increase from 18.6 to 19.4 years
(1)
Further tenant and geographic diversification
(1)Pro forma at 30 June 2020 adjusted for the impact of the proposed strategic $95m acquisition and ~$100m asset sales
VITAL HEALTHCARE PROPERTY TRUST

COMMITTED DEVELOPMENTS
9
BROWNFIELD DEVELOPMENTS ENHANCE EARNINGS GROWTH AND IMPROVE ASSET QUALITY
(1)To 30 September 2020
(2)New committed developments
(3)Includes A$2.2m of works for Stage 2. Forecast income return is post car park ramp up
(4)Stage 1 has a forecast development cost of $37m and is well progressed, Stage 2 for $61m is forecast to start mid-2021
(5)Based on NZD/AUD exchange rate as at 30 June 2020 of 0.9345
Additional inpatient capacity (net
increase of 35 beds), 13 additional
consulting suites and 70 new car
parks as well as updating and
modernising some of the older
wards
Stage 1 is expected to comprise a
mixture of consulting, parking for
the public health department and
ancillary retail. Future stages are
expected to comprise a major
medical office building and private
hospital
47 additional inpatient beds as well
as additional therapy rooms,
administration facilities and car
parking
All values shown in $m
Development
Cost
Spend to
date
(1)
Cost to
complete
Forecast
Income
Return
Forecast
Completion Date
Epworth Eastern (VIC)A$126.2A$37.7A$88.56.0%Late 2021
South Eastern Private (VIC)A$9.9A$6.0A$3.96.0%Early 2021
Eden Rehab (QLD)A$12.4A$1.2A$11.26.0%Mid 2022
North West Private (TAS)A$3.5A$0.0 A$3.57.0%Mid 2021
Belmont Private (QLD)
(2)
A$22.6A$0.0A$22.66.0%Mid 2022
Abbotsford Private (WA)
(2)
A$18.6A$0.0A$18.66.3%Early 2022
PlayfordHealth Hub (SA)
(2)(3)
A$21.7A$0.4A$21.36.6%Late 2021
Total Australian ProjectsA$214.9A$45.3A$169.66.1%
Wakefield Hospital (Wellington, NZ)
(4)
NZ$98.0NZ$37.8NZ$60.26.3%Staged 2021 -2023
Royston Hospital (Hastings, NZ)NZ$19.1NZ$10.0NZ$9.16.3%Late 2021
Total New Zealand ProjectsNZ$117.1NZ$47.8NZ$69.36.3%
Total projects in NZD
(5)
NZ$347.1NZ$96.3NZ$250.86.2%
VITAL HEALTHCARE PROPERTY TRUST

EQUITY RAISING AND CAPITAL
MANAGEMENT
VITAL HEALTHCARE PROPERTY TRUST
10

EQUITY RAISE DETAILS
11
Offer
structure
•Underwritten
(1)
Placement to eligible investors
•Unit Purchase Plan to all eligible unitholders with a registered address in New Zealand on the record date, under which each eligible unitholder can apply for up
to $50,000 of New Units
•The Offer is structured to be as fair as possible for all existing unitholders. Almost all unitholders (unless restricted duetolegal constraints) will be able to
participate (through the Placement or Unit Purchase Plan). If scaling is required for the Unit Purchase Plan, it will be by reference to existing unitholdingson the
record date for the Unit Purchase Plan
Gross
proceeds
•$150m through a:
•Placement of $125m, which is 9.8% of the pre-Placement units on issue
•Unit Purchase Plan of $25m (the Manager may decide to accept additional applications at its discretion)
Offer price
•New Units under the Placement will be issued at a fixed price of $2.80, which represents a discount of:
•6.0% to the last close on 6 October 2020 of $2.98
•6.1% to the VWAP
(2)
of Vital units traded on the NZX during the five days up to,and including 6 October2020, of $2.981
•New Units under the Unit Purchase Plan will be issued at the lower of:
•The Placement price
•A 2.5% discount to the VWAP
(2)
of Vital units traded on the NZX during the five trading days up to, and including, the end of the UPP offer period
Ranking
•New Units will rank equally with Vital units on issue at the date of issue of the New Units
•The New Units under both the Placement and Unit Purchase Plan will be entitled to any future distributions declared by Vital after the relevant allotment date
(including the FY21 first quarter distribution payable in December)
Underwriting
•The Placement is underwritten
(1)
by Forsyth Barr Group Limited and Goldman Sachs New Zealand Limited
NorthWest
•NorthWesthas committed to participate in the Placement by subscribing for at least $31.9m of new units, representing its pro rata 25.5% stake in Vital
(1)NorthWestHealthcare Properties REIT has committed, on behalf of its owned and controlled entities, to participate in the Placement by subscribing for $31.9m
of new units, representing its pro rata holding in Vital, with the balance of the Placement underwritten by Forsyth Barr Group Limited and Goldman Sachs New
Zealand Limited
(2)Volume weighted average price
VITAL HEALTHCARE PROPERTY TRUST

CAPITAL MANAGEMENT
12
PRO FORMA FY20 GEARING
(1)
IS EXPECTED TO REDUCE FROM 38.7% TO 33.0% POST THE OFFER, ACQUISITION AND ASSET SALES
(2)
Pro forma
30 June 2020
(2)
Audited
30 Jun 2020
Drawn debt$703m$815m
Headroom available$337m$225m
Debt to gross assets (Trust Deed)33.0%38.7%
Bank LVR
(3)
34.1%40.2%
Bank LVR –covenant
(3)
50.0%50.0%
Weighted average duration to expiry
(4)
2.4 years1.8 years
Overview
Debt metrics
Debt maturity schedule
(4)
Vital’s pro forma debt to gross assets ratio as at 30 June 2020 will
decrease from 38.7% to 33.0%
(2)
assuming that Vital completes the
proposed $95m strategic acquisition and the ~$100m of previously
announced asset sales
Pro forma headroom of $337m provides sufficient liquidity to support
Vital’sdevelopment pipeline
In addition, Vital has received credit approved offers to extend the duration
of both the A$125m facility expiring in March 2021 and the A$115m facility
expiring in October 2021 from its existing financiers
Pricing is in line with current market conditions
Acceptance of the offers would result in a pro forma 30 June 2020
weighted average duration to expiry of 2.4 years
Both credit approved offers are capable of acceptance (subject to
customary terms associated with credit approved offers) and work is
continuing on executing Vital’scapital management strategy to
diversify financiers and introduce longer duration debt facilities to Vital
VITAL HEALTHCARE PROPERTY TRUST
0
100
200
300
400
500
FY2021FY2022FY2023FY2024
$m
(1)Debt to Gross Assets calculated in accordance with Vital’s Trust Deed
(2)Refer to page 20 for pro forma balance sheet
(3)Bank covenant LVR is based on total borrowings as a percentage of the secured property value as determined by external valuers
(4)Assuming acceptance of the outlined credit approved offers. Based on exchange rate as at 30 June 2020 of 0.9345

EQUITY RAISE TIMETABLE
13
Placement
Announcement of Offer and cleansing notice released to the NZX7 October 2020
Vital enters trading halt and bookbuildundertaken7 October 2020
Trading halt lifted8 October 2020
Placement settlement date, allotment of New Units under the Placement and trading commences on the NZX13 October 2020
Unit Purchase Plan
Unit Purchase Plan Record Date (5pm NZ time)6 October 2020
Expected release of the Unit Purchase Plan offer document and application form, Unit Purchase Plan opens13 October 2020
Unit Purchase Plan closing date (5pm NZ time)28 October 2020
Unit Purchase Plan price announced29 October 2020
Unit Purchase Plan settlement date, allotment of New Units under the Unit Purchase Plan and trading commences on the NZX4 November 2020
VITAL HEALTHCARE PROPERTY TRUST

KEY RISKS
14
VITAL HEALTHCARE PROPERTY TRUST

KEY RISKS (1/4)
15
VITAL HEALTHCARE PROPERTY TRUST
Vital’sbusiness activities are subject to a number of risks which may, individually or in combination, affect the future operating performance of Vital and the value ofaninvestmentinVital.Investors
shouldcarefullyconsider,andmaketheirown assessment of these risks, including the risk factors described below, before deciding whether to invest in New Units in Vital. This section does not set
out all the risks related to an investment in Vital and has been prepared without reference to your personal circumstances. Somerisks may be unknown and other risks, currently believed to be
immaterial, could turn out to be material. You should seek independent advice before deciding whether to participate in the Placement or the Unit Purchase Plan.
Impact of
COVID-19 and
macroeconomic
risks
Unit price uncertainty: Events relating to COVID-19 have resulted in significant national and global market turbulence and have created volatility, including in the prices of
securities trading on the NZX Main Board. There is uncertainty as to the ongoing impact of COVID-19, including in relation to the respective responses of the Australian and
New Zealand Governments, work stoppages, lockdown, quarantines, travel restrictions and unemployment. Any of these events andresulting fluctuations (as well as other
factors) may adversely impact the market price of Vital’sunits, impacting the price at which investors are able to sell Vital units, if at all. None of the Manager, its Board, the
Joint Lead Managers, or any other person guarantees the market performance of the New Units, and no assurances can be given thatthe New Units will trade at or above the
offer price under the Placement or the Unit Purchase Plan.
Economic downturn: In light of COVID-19 and other recent Australian, New Zealand and global macroeconomic events, Australia and/or New Zealand may experience an
economic downturn of uncertain severity and duration, which may materially affect Vital’stenants or leasing demand for healthcare properties. Whilst healthcare operators have
received a high level of Government support and healthcare spending is high-priority, an economic downturn may have an adverse impact on hospitals and aged care facilities
and, therefore, the rental income received by Vital and/or its ability to lease premises.
Development and construction delays:Further waves of COVID-19 lockdowns and work stoppages may have a material adverse effect on Vital’sdevelopment schedule.
The potential impacts could include site shutdowns, renegotiation of, or claims relating to, the contractual arrangements in place for Vital’sdevelopments, interruptions to supply
chains, insolvency of counterparties, reduced rentals or lower property valuations. Any continuing delay may also increase development costs. If, in the Manager’s opinion, the
cost to complete a development will not provide an acceptable return for unitholders, the Manager may seek to exit the development which may result in further additional costs.
The Manager may also not be able to realise the development at a price which reflects Vital’stotal investment in the development.
Foreign exchange
risk
Vital is a New Zealand registered managed investment scheme with unitholders who are mostly in New Zealand, but a portfolio of property assets that are predominantly
located in Australia. Vital is exposed to foreign exchange risk in relation to its net investment in, and net income from, its Australian properties as Vital reports and makes
distribution payments in New Zealand dollars. Fluctuations in exchange rates, particularly the AUD$/NZD$ exchange rate, may impact Vital’searnings and asset values, to the
extent that they are not hedged or forecast.

KEY RISKS (2/4)
16
VITAL HEALTHCARE PROPERTY TRUST
Tenants and rental
income
Vital’sfinancial performance is dependent on the maintenance of its tenancies and their success. Vital is exposed to counterparty riskwhere its tenants are unable to fulfil their
contractual obligations, including the payment of rent, which may be heightened in the current economic environment. A failure by Vital’stenants to fulfil their contractual
obligations could affect the operating and financial performance of Vital. Risks associated with counterparty exposure can be compounded given the leases of a number of
Vital’sproperties are concentrated with a single tenant hospital operator (47% of rent with HealtheCare for the year to 30 June 2020).
The severity of this risk is heightened by the COVID-19 pandemic and Government regulations implemented to mitigate the spread of the virus. Restrictions on elective
surgeries, the general movement of people and access to premises, increased uncertainty and economic downturn, as well as other unforeseeable factors, may adversely
affect the financial position of tenants and, in turn, their ability to comply with their contractual lease obligations. In somecases, Vital’sability to manage tenant performance
issues could be adversely affected by moratorium legislation restricting the ability of landlords to manage tenant performance impacted by COVID-19 or limiting the recourse of
landlords to tenants for defaults. As a result, it may not be possible for Vital to recover unpaid rent or replace tenants onterms where Vital can achieve the same lease terms,
including rental and tenure.
These factors may materially affect the operating and financial performance and prospects of Vital.
Property
valuations
Valuations ascribed to any property are influenced by a number of factors including:
Supply and demand for property (in Vital’scase, typically healthcare properties);
General property market conditions; and
The ability to attract and implement economically viable rental arrangements.
Vital’sinvestment properties are carried at fair value. This fair value is determined by external valuations conducted by independent experts in reliance on market evidence and
underlying assumptions at the time of the valuations. The market evidence relied on, and the assumptions made, at the time ofthe valuations may not reflect current market
conditions.
Due to COVID-19, Vital’s30 June 2020 valuations have been reported on the basis of ‘material valuation uncertainty’ and, as a result, less certainty and a higher degree of
caution should be attached to the valuations.
As changes in valuations of investment properties are required to be reflected in Vital’sincome statement, any decreases in value will have a negative impact on Vital’sincome
statement. A valuation fall would also impact the price at which Vital would be able to sell the property in the market (which may be below the price paid for the property or the
current market value) and could affect Vital’sability to raise funds or its ability to comply with its banking covenants. In addition, while the independent valuations represent the
best estimate of the independent valuers, they may not reflect the actual price a property would realiseif sold.

KEY RISKS (3/4)
17
VITAL HEALTHCARE PROPERTY TRUST
Funding
Vital’sability to raise funds on favourableterms, or at all, for future activities is dependent on a number of factors including general economic, political, capital and credit market
conditions (including as a result of the uncertainty and downturn in economic conditions arising from the COVID-19 pandemic). This includes Vital’sability to be able to
refinance its existing debt facilities on terms which are no less favourablethan the current terms. Vital has received credit approved offers to extend the duration of both the
A$125 million facility expiring in March 2021 and the A$115 million facility expiring in October 2021 from its existing financiers, both subject to customary terms and conditions
associated with credit approved offers. However, beyond that Vital will continue to have facilities continuing to expire andneeding to be refinanced.
If Vital is unable to raise funds on favourableterms, or at all, Vital’sability to acquire or develop new properties or refinance its existing debt may be adversely affected.
Fluctuations in interest rates, to the extent that they are not hedged or forecast, may also increase Vital’soperating costs and impact its financial performance.
Reliance on
management
services and key
personnel
Vital is a managed investment scheme registered under the Financial Markets Conduct Act 2013. As a result, Vital does not engageor employ any directors or employees of
its own. Instead, Vital is reliant upon the management services provided by its manager. These services include the day-to-day management of Vital’sportfolio of properties
and assets, negotiating the acquisition and disposal of assets, development and construction planning and management, treasury and funding management, ensuring Vital
meets its financial, reporting and other statutory and regulatory obligations and communicating with unitholders and the market.
If the management services provided by the Manager were terminated for whatever reason, and Vital was unable to find a replacement manager, Vital may not be able to
operate and/or perform its contractual obligations.
Vital is also subject to key personnel risk to the extent that the quality of the management services that it receives drive itsfinancial performance. If Vital was unable to obtain
high quality management services from an experienced manager with a wide range of expertise, the growth of Vital and the rateofreturn it delivers to its investors may
decline.

KEY RISKS (4/4)
18
VITAL HEALTHCARE PROPERTY TRUST
Future
distributions
Distributions made by Vital are largely dependent on the rents received from tenants across the portfolio and expenses incurred during operations, which may be affected by a
number of factors, including:
overall economic conditions;
the financial performance of tenants (both now and in the future);
the ability to negotiate lease extensions or replace outgoing tenants with new tenants;
the occurrence of rental arrears or any vacancy periods;
reliance on a tenant which leases a material portion of Vital’sportfolio;
an increase in unrecoverable outgoings; and
supply and demand in the property market.
Any negative impact on rental income (including as a result of a failure of existing tenants to perform existing leases in accordance with their terms) has the potential to
decrease the value of Vital and have an adverse impact on distributions or the value of units or both.
The Board has provided its view on the distributions that it expects Vital to be able to declare for the FY21 financial year of at least 8.75 cents per unit. That view is based on
Vital’sbusiness plan and internal forecasts, taking into account the currently expected effect on net rental income and total expensesof COVID-19. The Board believes the
assumptions underlying this guidance are reasonable given its discussions with tenants, the high level of Government support forhealthcare operators, the high-priority nature
of healthcare spending and Vital’scontractual position, but may be impacted by further waves of COVID-19 lockdown restrictions. Distributions for FY21 or any other period
are not certain and distributions remain payable at the discretion of the Board. No return is guaranteed by the Manager, its Board or any other person.
Growth
opportunities may
not proceed
The Offer is designed to position Vital to pursue certain growth opportunities currently being assessed by the Manager, including further brownfield developments, a potential
acquisition and the sale of several regional assets. The details of a number of the opportunities remain subject to contract andthere can be no guarantee that the Manager will
proceed with these opportunities. In particular, transaction documents have not been entered into regarding the potential acquisition referred to in this presentation and there is
a risk that it does not proceed.
A decision not to proceed with an opportunity may occur for various reasons, including matters identified during the due diligence phase, an inability to negotiate and agree
acceptable terms and conditions, and a failure to obtain any necessary approvals on acceptable terms.
Further COVID-19 lockdowns and work stoppages may also make it difficult to conduct due diligence, obtain valuations or satisfy any conditions precedent in accordance with
the relevant timetable. As a result, the completion of a proposed opportunity may be deferred or delayed, or may not occur atall.

19
VITAL HEALTHCARE PROPERTY TRUST
APPENDICES

PRO FORMA BALANCE SHEET
20
(in 000s of $NZ, exceptper unit amounts)
Audited
30 June 2020
Acquisition,
leasing,
distributions, &
incentive fee
(2)
Pro forma
30 June 2020Offer
(3)
Potential
strategic
acquisition
Proposed
asset sales
Pro forma
post Offer,
potential
acquisition, &
asset sales
Investment properties
2,086,30939,4732,125,782-95,000(100,000)2,120,782
Other assets
18,909(6,078)12,831---12,831
Bank debt
814,53739,141853,678(147,871)96,473(98,950)703,329
Other liabilities
211,702-211,702---211,702
Debt to gross assets
(1)
38.7%39.9%33.0%
Unitholder funds
1,078,979(5,746)1,073,233147,871(1,473)(1,050)1,218,581
Units on issue (000s)453,783 3,984 457,767 53,571--511,388
Net tangible assets ($/unit)2.382.342.38
NZD/AUD exchange rate as at 30 June 2020
0.9345
VITAL HEALTHCARE PROPERTY TRUST
(1)Calculated in accordance with Trust Deed
(2)Adjusted for the A$7.2m acquisition (NZ$8.2m converted at the NZD/AUD exchange rate of 0.9100 prevailing at the time of the acquisition) of the remaining 50% interest in
Elizabeth Vale Shopping Centre in Adelaide, South Australia (refer to Vital’smarket announcement dated 18 September 2020), HealtheCare leasing activity (refer to Vital’s
market announcement dated 18 September 2020), settlement of NorthWest’sFY20 incentive fee (2.6m units) and final FY20 distribution (cash payment of $10.0m less
$4.2m DRP take-up (1.4m units issued))
(3)Assumes $125m of proceeds from the underwritten placement and $25m from the unit purchase plan, less estimated costs of the Offer

BELMONT DEVELOPMENT
21
SIGNIFICANT EXPANSION AND UPGRADE OF BELMONT PRIVATE HOSPITAL, LOCATED ADJACENT TO BRISBANE’S CBD, PROVIDING
ADDITIONAL CAPACITY
Project Summary
A$22.6m expansion and upgrade of Belmont Private Hospital, a
150-bed specialist mental health facility approximately 12kms from
Brisbane's CBD
Leased to HealtheCare for 25 years
The development will provide additional inpatient capacity (net
increase of 35 beds), 13 additional consulting suites and 70 new
car parks as well as updating and modernising some of the older
wards
BelmontPrivate Hospital
Value on Completion
A$135m
VITAL HEALTHCARE PROPERTY TRUST
Construction
The project has Development Approval from thelocal council
Design documents are being prepared to issue fortender in
November to five or six local contractors
Tender award and construction start date is forecast for January
2021 with a completion mid 2022

ABBOTSFORD DEVELOPMENT
22
SPECIALIST MENTAL HEALTH AND ADDICTION TREATMENT FACILITY LOCATED 3KM FROM PERTH’SCBD
Project Summary
A$18.6m expansion of Abbotsford Private Hospital, a 30-bed
specialist mental health and addiction treatment facility
approximately 3kms from Perth's CBD
Leased to HealtheCare for 21 years
The development will provide 47 additional inpatient beds as well
as additional therapy rooms, administration facilities and car
parking
VITAL HEALTHCARE PROPERTY TRUST
AbbotsfordPrivate Hospital
Value on Completion
A$51m
Construction
The project has Development Approval from the local planning
authority
The project was tendered to local contractors and a preferred
tenderer has been selected
Construction will commence in October 2020 with completion in
early 2022

PLAYFORD (STAGE 1) DEVELOPMENT
23
STRATEGICALLY LOCATED OPPOSITE THE MAJOR TERTIARY PUBLIC HOSPITAL LYELL MCEWIN, IN ELIZABETH VALE NORTHERN
ADELAIDE, WITHIN SOUTH AUSTRALIA’S HIGHEST POPULATION GROWTH AREA
Project Summary
A$21.7m stage one development of a new health precinct in
northern Adelaide to be known as "PlayfordHealth Hub“
PlayfordHealth Hub is strategically located opposite one of South
Australia's largest public hospitals, Lyell McEwin
Stage 1 is expected to comprise a mixture of consulting suites,
parking for the public health department and ancillary retail
Future stages are expected to comprise a major medical office
building and private hospital
VITAL HEALTHCARE PROPERTY TRUST
Construction
Development Approval from local planning authority received
Preferred builder Ahrens currently operating under a Letter of
Intent
Construction commencement forecast end October subject to
satisfaction of conditions, with completion anticipated late 2021

OTHER NEW DEVELOPMENTS AND ASSET SALES
24
VITAL IS WORKING ON OTHER DEVELOPMENTS WITH A COST OF APPROXIMATELY $33M. AN OFF-MARKET SALES PROCESS HAS
COMMENCED FOR THE ~$100M OF PREVIOUSLY SIGNALLED ASSET SALES
VITAL HEALTHCARE PROPERTY TRUST
Other new developments
Asset sales
In addition to the new committed developments outlined on pages 21-23,
there are ~$33m of developments which are still in due diligence but are
considered highly likely to proceed
All new developments are of Vital'sexisting properties, and are expected
to return a weighted average yield on cost of ~6.0% and respond to tenant
driven demand
Vital’s5-year portfolio strategy, which was approved by the Board in June
2020, provides a framework for divestment of non-core assets
As part of the initial review under the framework, up to four assets have
been identified that may be suitable for immediate divestment
As such we have commenced an off market expressions of interest
process to a select group of bidders who had previously approached Vital
with interest in these or similar assets
The total book value of the assets is ~$100m, and based on current
market demand for healthcare assets, they are expected to transact at or
above book value during the second half of FY21
Sales proceeds to be reinvested into assets which align better with Vital’s
5-year portfolio strategy

WHY INVEST IN VITAL
25
VITAL IS THE ONLY SPECIALIST NZX-LISTED OWNER OF HEALTHCARE PROPERTY; NO ASX-LISTED EQUIVALENT
DEFENSIVE SECTOR
HIGH DEMAND
HIGH QUALITY
PORTFOLIO
DEVELOPMENT
UPSIDE
EARNINGS
GROWTH
Private healthcare is
typically a non-
discretionary or high
priority discretionary
spend
Less impacted by
economic or business
cycles than other
property sectors
Ageing demographics
and growing population
in both Australia and
New Zealand
Rising life expectancy
Improvements in
science, technology and
healthcare increase
service offerings
NZ$347m committed
developments ($280m
previously announced
and $67m newly
committed) funded by
capital raise, asset
recycling and existing
debt facilities
Weighted average
project yield of 6.2%
(3)
;
provide value creation
and earnings growth
Targeting 2-3% AFFO
and DPU growth with a
conservative pay-out
ratio
92% of leases increase
by CPI or fixed %
Embedded earnings
growth enhanced by
acquisitions and
developments
Landlord to some of New
Zealand and Australia’s
leading private healthcare
operators
$2.12B portfolio
(1)
99.4% occupancy
(1)
WALE: 19.4 years
(1)
Average building age
(1),(2)
:
12.1yrs
Vital seeks to deliver stable and growing total unitholder returns, including an attractive risk-adjusted income distribution, sourced
from healthcare property
(1)Pro forma as at 30 June 2020 following leasing announcements contained in Vital’s market announcement dated 18 September 2020and the
impact of the potential $95m strategic acquisition and ~$100m asset sales
(2)Average building age = the later of the date of construction or last significant capital works
(3)Weighted average includes new developments
VITAL HEALTHCARE PROPERTY TRUST

0
100
200
300
400
500
600
700
800
900
Vital
S&P/NZX All Real Estate Index
COMPARATIVE RETURNS
26
VITAL HAS OUTPERFORMED THE INDEX ON A TOTAL RETURN
(1)
BASIS
Source: Forsyth Barr
(1)Total returns measured by change in unit price adjusted for reinvestment of post-tax distributions to 30 September 2020
(2)S&P/NZX All Real Estate Index data from 31 December 2004. Index includes re-investment of post-tax distributions
Total return to 30
September 2020
1yr
5yr
(p.a.)
10yr
(p.a.)
Index
Inception
(p.a.)
(2)
Vital12.7%16.2%15.6%14.1%
S&P/NZX All Real Estate
Index
-4.3%11.9%12.5%9.4%
Vital’s outperformance17.1%4.3%3.1%4.8%
Vital vs S&P/NZX Real Estate Index
Outperformance against the S&P/NZX All Real
Estate Index since inception
17.1% outperformance versus benchmark over last
12 months
Outperformance highlights the defensive nature of
healthcare real estate compared to other real estate
classes
VITAL HEALTHCARE PROPERTY TRUST
(1)

INTERNATIONAL OFFER RESTRICTIONS
27
VITAL HEALTHCARE PROPERTY TRUST
UnitedStates
ThisdocumentmustnotbedistributedorreleasedintheUnitedStates.TheNewUnitshavenotbeen,andwillnotbe,registeredundertheU.S.SecuritiesActof1933,asamended(theU.S.SecuritiesAct)orthesecuritieslawsofanystateorotherjurisdictionofthe
UnitedStates.Accordingly,theNewUnitsmaynotbeofferedorsold,directlyorindirectly,intheUnitedStates,unlesstheyhavebeenregisteredundertheU.S.SecuritiesAct,orareofferedandsoldinatransactionexemptfrom,ornotsubjectto,theregistration
requirementsoftheU.S.SecuritiesActandanyotherapplicablestatesecuritieslaws.
Permittedjurisdictions
ThisdocumentdoesnotconstituteanofferofNewUnitsinanyjurisdictioninwhichitwouldbeunlawful.Inparticular,thisdocumentmaynotbedistributedtoanyperson,andtheNewUnitsmaynotbeofferedorsold,inanycountryoutsideNewZealandexcepttothe
extentpermittedbelow:
Australia
ThisdocumentandtheofferofNewUnitsareonlymadeavailableinAustraliatopersonstowhomanofferrelatingtotheissueoffinancialproductscanbemadewithouttherequirementtoprovideaproductdisclosurestatementinaccordancewithsections761G
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SecuritiesExchangeandVitalisnotsubjecttothecontinuousdisclosurerequirementsthatapplyinAustralia.
Prospectiveinvestorsshouldnotconstrueanythinginthisdocumentaslegal,businessortaxadvicenorasfinancialproductadviceforthepurposesofChapter7oftheCorporationsAct.InvestorsinAustraliashouldbeawarethattheofferofNewUnitsforresalein
Australiawithin12monthsoftheirissuemay,undersections1012C(3)and(6)oftheCorporationsAct,requireprovisionofaproductdisclosurestatementunderPart7.9oftheCorporationsActiftheNewUnitsaresoldtoapersonasaretailclientandnoneofthe
exemptionsinsections1012Dor1012DAoftheCorporationsActapplytothere-sale.
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toauthoriseorregisterthisdocumentortopermitthedistributionofthisdocumentoranydocumentsissuedinconnectionwithit.Accordingly,theNewUnitshavenotbeenandwillnotbeofferedorsoldinHongKongotherthanto"professionalinvestors"(asdefinedin
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ThecontentsofthisdocumenthavenotbeenreviewedbyanyHongKongregulatoryauthority.Youareadvisedtoexercisecautioninrelationtotheoffer.Ifyouareindoubtaboutanyofthecontentsofthisdocument,youshouldobtainindependentprofessional
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returnthisdocumentimmediately.YoumaynotforwardorcirculatethisdocumenttoanyotherpersoninSingapore.
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theFinSA.Accordingly,theinvestorprotectionaffordedtoacquirersofinterestsincollectiveinvestmentschemesundertheCISAdoesnotextendtoacquirersoftheNewUnits.

---

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare
Properties Management Limited


vhpt.co.nz

MARKET RELEASE
Managed by NorthWest Healthcare
Properties Management Ltd
7 October 2020

Vital announces $150m capital raising to fund development pipeline and potential
acquisition
NorthWest Healthcare Properties Management Limited (the Manager), as manager of Vital
Healthcare Property Trust (
Vital), today announced it intends to raise approximately $150m of
new equity capital, through a $125m underwritten
(1)
placement of new units (the Placement) and
a $25m Unit Purchase Plan (
UPP)
(2)
(the Offer).

The net proceeds of the Offer will allow the Manager to pursue opportunities which are expected
to provide earnings growth for Vital. In particular:
• ~$100m
(3)
of brownfield developments have been progressed and are either being
announced today or are expected to be announced in coming months; and
• the Manager is in advanced discussions to acquire a premium hospital in a metropolitan
area for $95m, leased to a major private hospital operator.

In addition, the Manager has progressed the sale of several regional assets which are
anticipated to raise approximately $100m in early 2021.
Strategic objectives

The proposed transactions listed above are aligned with Vital's 5-year portfolio strategy:
• The developments and acquisition support AFFO target growth of 2-3% per annum
• Portfolio WALE is expected to increase from 18.6

to 19.4 years
(4)

• Further tenant and geographic diversification

Vital's Fund Manager, Aaron Hockly, said
"Having outlined Vital's new 5-year portfolio strategy in the FY20 results, we are pleased to
announce a capital raising to allow us to deliver on this strategy. In particular, we have a strong
development pipeline and are in advanced discussions to acquire a premium metropolitan
hospital to be leased to a major private hospital operator for 30 years. The combination of the
developments, potential acquisition and targeted asset sales would improve key portfolio
metrics including an extended WALE and improved tenant profile."
Developments

The Manager expects Vital to undertake approximately $100m
(3)
of new brownfield developments,
including three committed developments:
1. A$22.6m expansion and upgrade of Belmont Private Hospital, a 150-bed specialist mental
health facility approximately 12kms from Brisbane's CBD, leased to Healthe Care

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare Properties Management Limited
vhpt.co.nz
Page 2 of 5
(Australia's third largest private hospital operator) for 25 years. The development will
provide additional inpatient capacity (net increase of 35 beds), 13 additional consulting
suites and 70 new car parks as well as updating and modernising some of the older
wards. On development completion, Belmont Private Hospital is anticipated to be valued
at A$135m.
2. A$18.6m expansion of Abbotsford Private Hospital, a 30-bed specialist mental health and
addiction treatment facility approximately 3kms from Perth's CBD, leased to Healthe Care
for 21 years. The development will provide 47 additional inpatient beds as well as
additional therapy rooms, administration facilities and car parking. On development
completion, Abbotsford Private Hospital is anticipated to be valued at A$51m.
3. A$21. 7m stage one development of a new health precinct in northern Adelaide to be
known as "Playford Health Hub". Playford Health Hub is strategically located opposite
one of South Australia's largest public hospitals, Lyell McEwin. This first stage is
expected to comprise a mixture of consulting suites, parking for the public health
department and ancillary retail. Future stages are expected to comprise a major medical
office building and private hospital.

The remai ni ng ~$33m comprises developments which are still in due diligence but are
considered highly likely to proceed.

All new developments are of Vital's existing properties, and are expected to return a weighted
average yield on cost of ~6.0%. Developments are driven by tenant demand, and enable Vital to
continue to deliver earnings growth and improve the quality of the portfolio.
Potential acquisition

As noted above, the Manager is in advanced discussions to acquire a premium private hospital in
a metropolitan area for $95m, on a 5.25% year 2 stabilised cap rate. The hospital is in a strategic
location with strong underlying demographics and leased to a high-quality hospital operator for
30 years. The vendor is particularly attracted by the development capability of both Vital
(funding) and the Manager (experience and personnel) due to potential future development of
this facility. Completion of the acquisition remains subject to finalisation of terms, documentation
and purchaser due diligence. The Manager anticipates being in a position to execute and
complete this acquisition during the fourth quarter of calendar year 2020.
Asset sales

An off-market sales process has commenced for the ~$100m of previously signalled asset sales.
Assuming satisfactory completion of due diligence, it is envisaged that these asset sales will
complete in early-to-mid 2021.
Capital raising

The $125m Placement will be conducted during the course of today, with new units issued at a
fixed price of $2.80 per unit, representing a 6.0% discount to the closing price of $2.98 on 6
October 2020. NorthWest
( 5)
has committed to participate in the Placement by subscribing for at
least $31.9m of new units, representing its pro rata 25.5% stake in Vital.

The UPP will allow all eligible unitholders with a registered address in New Zealand on the
record date to apply for up to $50,000 of new units in Vital. The issue price of the new units

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare Properties Management Limited
vhpt.co.nz
Page 3 of 5
under the UPP will be the lower of the Placement price or a 2.5% discount to the volume
weighted average price of Vital units traded on the NZX during the five trading days up to, and
including, the end of the UPP offer period.

The Offer has been structured to be as fair as possible to all existing unitholders, and enables
almost all unitholders to participate in the Offer through either the Placement or the UPP (except
where restricted due to legal constraints), and should scaling be required, it will be by reference
to existing unitholdings at the record date.

The UPP offer opens on 13 October 2020, with the offer document and application form in respect
of the UPP offer also being available from that date.

The new units issued under the Offer will rank equally with existing Vital units on issue and will
be eligible for the FY21 first quarter distribution payable in December.

The Placement is underwritten
(1)
by Forsyth Barr Group Limited and Goldman Sachs New
Zealand Limited.
Balance sheet impact

Vital’s pro forma debt to gross assets ratio
(6)
as at 30 June 2020 will decrease from 38.7% to
33.0%
(7)
upon completion of the Offer, assuming that Vital completes the proposed $95m
strategic acquisition and the ~$100m of previously announced asset sales. Pro forma headroom
of $337m
(7)
provides sufficient liquidity to support Vital’s development pipeline. If the acquisition
does not proceed, the proceeds will initially be used to repay debt and then to fund further
acquisition and development opportunities as they arise.

Vital has received credit approved offers to extend the duration of both the A$125m facility
expiring in March 2021 and the A$115m facility expiring in October 2021 from its existing
financiers. Pricing is in line with current market conditions. Both credit approved offers are
capable of acceptance (subject to customary terms associated with credit approved offers) and
work is continuing on executing Vital’s capital management strategy to diversify financiers and
introduce longer duration debt facilities to Vital.
Outlook

Healthcare property remains a defensive asset class underpinned by growing demand, high
levels of government support in Australia and New Zealand and growing institutional interest. As
Australasia’s leading listed owner of healthcare real estate, Vital is well positioned to take
advantage of opportunities in this sector to continue to provide attractive risk-adjusted returns
for unitholders.

The Board reconfirms Vital’s previously released distribution guidance of at least 8.75cpu for the
FY21 financial year, on a conservative pay-out ratio
( 8)
.

For further information in respect of the Offer, please refer to the capital raising presentation
attached to this announcement.

– ENDS –

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare Properties Management Limited
vhpt.co.nz
Page 4 of 5
ENQUIRIES
Aaron Hockly
Fund Manager, Vital Healthcare Property Trust

Tel 09 973 7301, Email aaron.hockly@nwhreit.com
Michael Groth
Chief Financial Officer, NorthWest Healthcare Properties Management Limited
Tel +61 409 936 104, Email michael.groth@nwhreit.com

About Vital (NZX code VHP):

Vital Healthcare Property Trust is an NZX-listed fund that invests in high-quality healthcare
properties in New Zealand and Australia including private hospitals (~81% of rent), Medical Office
Buildings (~11% of rent) and aged care (~8% of rent).

Vital is the only specialist listed landlord of healthcare property in Australasia and currently has
a portfolio valued at over $2 billion.

Vital is managed by NorthWest Healthcare Properties Management Limited, a subsidiary of
Toronto Stock Exchange listed NorthWest Healthcare Properties REIT, a global owner and
manager of healthcare property.

For more information, visit our website: www.vhpt.co.nz

Disclaimer

This announcement is not a product disclosure statement or offering document under New
Zealand law or under any other law. It is for information purposes only and does not constitute an
offer, invitation or recommendation to subscribe for, retain or purchase any securities in Vital in
any jurisdiction. This announcement does not constitute financial product advice or investment
advice and does not and will not form part of any contract for the acquisition of Vital securities.

This market announcement has been prepared for publication in New Zealand and may not be
released to US wire services or distributed in the United States. This announcement does not
constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States (or to,
or for the account or benefit of, any person in the United States) or any other jurisdiction. Any
securities described in this announcement have not been, and will not be, registered under the US
Securities Act of 1933 and may not be offered or sold in the United States except in transactions
exempt from, or not subject to, registration under the US Securities Act and applicable US state
securities laws.

The information in this announcement is of general background and does not purport to be
complete. It should be read in conjunction with Vital’s other market announcements lodged with
NZX, which are available at www.nzx.com/companies/VHP.

Note: All amounts are in NZD unless otherwise shown
1
NorthWest Healthcare Properties REIT has committed, on behalf of its owned and controlled entities, to participate in the
Placement by subscribing for $31.9m of new units, representing its pro rata holding in Vital. The balance of the Placement is
underwritten by Forsyth Barr Group Limited and Goldman Sachs New Zealand Limited
2
The Manager may decide to accept additional applications at its discretion
3
This is part of the $130m pipeline included as part of Vital's FY20 Annual Results. AUD developments are converted to NZD at
FY20 period end NZD/AUD exchange rate of 0.9345
4
Pro forma as at 30 June 2020 adjusted for the impact of the proposed strategic $95m acquisition and ~$100m asset sales

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare Properties Management Limited
vhpt.co.nz
Page 5 of 5

5
NorthWest Healthcare Properties REIT on behalf of its owned and controlled entities
6
Calculated in accordance with Vital’s Trust Deed
7
Assuming net proceeds of the Offer of $147.9m (from gross proceeds of $150.0m), $96.5m total cost of the hospital acquisition
(including $1.5m of transaction costs) and $99.0m net proceeds from the asset sales (including $1.0m of transaction costs).
Pro forma 30 June 2020 debt to gross assets ratio also adjusted for the A$7.2m acquisition (NZ$8.2m converted at the
NZD/AUD exchange rate of 0.9100 prevailing at the time of the acquisition) of the remaining 50% interest in Elizabeth Vale
Shopping Centre in Adelaide, South Australia (refer to Vital’s market announcement dated 18 September 2020), HealtheCare
leasing activity (refer to Vital’s market announcement dated 18 September 2020), settlement of NorthWest’s FY20 incentive
fee (2.6m units) and final FY20 distribution (cash payment of $10.0m less $4.2m DRP take-up (1.4m units issued))
8
Guidance provided on the basis of a number of assumptions including no significant change in COVID-19 in Australia or New
Zealand

---

Corporate Action Notice
(Other than for a Distribution)
Page 1 of 2
Section 1: issuer information (mandatory)
Name of issuer NorthWest Healthcare Properties Management
Limited (the Manager) in its capacity as the manager
of Vital Healthcare Property Trust
Class of Financial Product Ordinary units in Vital Healthcare Property Trust
NZX ticker code VHP
ISIN (If unknown, check on NZX
website)
NZCHPE0001S4
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
X
Renounceable
Rights issue

Capital
reconstruction
Non
Renounceable
Rights issue

Call Bonus issue
Record date 6 October 2020
Ex-Date (one business day before the
Record Date)
5 October 2020
Currency NZD
Share purchase plans
Number of financial products to be
issued
OR
Maximum dollar amount of Financial
Products to be issued
Up to NZ$50,000 per unitholder / beneficial owner
with an address in New Zealand, for an aggregate
offer size of $25 million with provision for the
Manager to accept oversubscriptions at its discretion.
Minimum application amount (if any) N/A
Exercise Price The lower of:
(a) the price paid by unitholders in the placement,
being NZ$2.80 per unit; and
(b) the price that is a 2.5% discount to the 5-day
volume weighted average price up to the end of
the unit purchase plan offer period.
Scaling reference date Any scaling will be applied by reference to holdings of
existing units at the record date (6 October 2020).
Closing Date 28 October 2020
Allotment Date 4 November 2020
Authority for this announcement
Name of person authorised to make
this announcement
Aaron Hockly
Contact person for this announcement Aaron Hockly

2 of 2
Contact phone number 027 617 6011
Contact email address aaron.hockly@nwhreit.com
Date of release through MAP 7 October 2020

---

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare
Properties Management Limited


vhpt.co.nz

MARKET RELEASE
Managed by NorthWest Healthcare
Properties Management Ltd


7 October2020

NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington

Notice Pursuant to Clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014

NorthWest Healthcare Properties Management Limited (the Manager) in its capacity as the
manager of Vital Healthcare Property Trust (Vital) announced on 7 October 2020 that it intends to
undertake an offer of fully paid units in Vital by way of:
 an underwritten placement to eligible institutional unitholders to raise approximately $125
million (Placement); and
 a non-underwritten unit purchase plan to eligible unitholders with addresses in New
Zealand to raise up to $25 million with the ability to accept oversubscriptions at the
Manager's discretion (UPP),
(the Offer).

The Offer is being made to unitholders in reliance upon the exclusion in clause 19 of Schedule 1 to the
Financial Markets Conduct Act 2013 (the FMCA).

This notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (the Regulations).

As at the date of this notice:
 the Manager is in compliance with the continuous disclosure obligations that apply to it in
relation to units in Vital;
 the Manager is in compliance with its financial reporting obligations (as defined in subclause
20(5) of Schedule 8 to the Regulations); and
 there is no information that is “excluded information” (as defined in subclause 20(5) of
Schedule 8 to the Regulations).


– ENDS –

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare Properties Management Limited
vhpt.co.nz
Page 2 of 2
ENQUIRIES
Aaron Hockly
Fund Manager, Vital Healthcare Property Trust
Tel 09 973 7301, Email aaron.hockly@nwhreit.com
Michael Groth
Chief Financial Officer, NorthWest Healthcare Properties Management Limited
Tel +61 409 936 104, Email michael.groth@nwhreit.com