Vital announces acquisition and $140m capital raising

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare
Properties Management Limited


vhpt.co.nz

MARKET RELEASE
Managed by NorthWest Healthcare
Properties Management Ltd
13 October 2021

Vital announces acquisition and $140m capital raising
NorthWest Healthcare Properties Management Limited (the Manager), as manager of
Vital Healthcare Property Trust (Vital), today announced the acquisition of The Tennyson
Centre, and the intention to raise approximately $140m of new equity capital, through a
$115m underwritten
(1)
placement of new units (the Placement) and a ~$25m Unit
Purchase Plan (UPP)
(2)
(the Offer).

The net proceeds of the Offer provide Vital funding capacity to continue to support its
acquisition and development pipeline.

Tennyson Centre acquisition

The Tennyson Centre is one of Adelaide's leading “Cancer Centres of Excellence”,
comprising high quality tenants who operate within the identification, assessment and
treatment of cancer through oncology, radiotherapy, imaging and consulting services.
Strategic objectives

The acquisition of Tennyson Centre is aligned with Vital's 5-year portfolio strategy:
 Supports AFFO target growth of 2-3% per annum
 Increases investment allocation to ambulatory care
 Further enhances tenant diversification
 Creates new or expanded relationships with a number of leading national
providers of allied health services.

Vital's Fund Manager, Aaron Hockly, said:
"This acquisition is our first cancer centre of excellence and our third significant property
investment in Adelaide, South Australia. It adds several established healthcare operators
to Vital’s tenant base and is expected to provide on-going AFFO growth for Vital’s
unitholders. We will look to expand the centre on the development land acquired as part
of this transaction."

Capital raising

The $115m Placement will be conducted during the course of today, with new units
issued at a fixed price of $2.90 per unit, representing a 3.7% discount to the closing price
of $3.01 on 12 October 2021. NorthWest
(3)
has committed to participate in the Placement

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare
Properties Management Limited


vhpt.co.nz
Page 2 of 3
by subscribing for at least $37.4m of new units, representing its pro rata 26.7% 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 $15,000 of new units in Vital. The issue price of the new
units under the UPP will be the lower of the Placement price and 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 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 on the record date.

The UPP offer opens on 19 October 2021, with the offer document and application form
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 FY22 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 gearing will be 33.6%
(4)
upon completion of the Offer, the Tennyson
Centre acquisition and previously announced transactions, an improvement of 1.4% over
30 June 2021. This provides Vital with funding capacity to continue to support its
acquisition and development pipeline.
Outlook

The Board reconfirms Vital’s previously released distribution guidance of 9.50 cents per
unit for the FY22 financial year, on a conservative pay-out ratio
(5)
.

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

– ENDS –

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

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare
Properties Management Limited


vhpt.co.nz
Page 3 of 3


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 (~85% of portfolio
value), ambulatory care (~10% of portfolio value) and aged care (~5% of portfolio value).

Vital is the leading specialist listed landlord of healthcare property in Australasia and
currently has a portfolio valued at over $2.7 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 United States 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 $37.4m of new units, representing its pro rata stake in Vital across the $140m Offer.
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
NorthWest Healthcare Properties REIT on behalf of its owned and controlled entities
4
Calculated in accordance with Vital’s Trust Deed
5
Guidance provided on the basis of a number of assumptions including no prolonged continuation of lockdowns or
significant changes in COVID-19 in Australia or New Zealand

---

$140M CAPITAL RAISING AND
ACQUISITION
13 October 2021
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. 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.
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.
2
VITAL HEALTHCARE PROPERTY TRUST

IMPORTANT NOTICE AND DISCLAIMER (2/2)
Forward-looking statements (continued)
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.
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

ACQUISITION AND CAPITAL RAISE AT A GLANCE
4
VITAL HEALTHCARE PROPERTY TRUST
Acquisition
Vital has acquired TennysonCentre, one of Adelaide’s leading“Cancer Centres of Excellence”, for A$92.75m
Tennyson Centre is a highquality outpatient facility in a strategic metropolitan location in South Australia with strong underlying demographics
Tenants include Nexus, Icon, Sonic, Genesis and Dr Jones& Partners. There is development potential on an adjoining site acquired as part of this
transaction
Capital raise
Vital is seeking to raise approximately $140m through a$115m underwritten
(1)
Placement and a ~$25m Unit Purchase Plan (the Offer)
New Units to be issued under the Placement at a fixed price of $2.90per unit, representing a 3.7% discount to the closing price of $3.01on 12 October
2021
The Placement represents 7.5% of units on issue prior to the Placement
Balance sheet
Vital’spro forma gearing
(2)
will be 33.6% upon completion of the Offer, the Acquisition and previously announced transactions, animprovement of 1.4%
over 30 June 2021
This provides Vital with funding capacity to continue to support its acquisition and development pipeline
Outlook
Portfolio:Rent collection for the first quarter of FY22 has been over 99% with no material, additional rent deferrals to date
Strategy:The acquisition of Tennyson Centre is aligned with Vital’s5-year portfolio strategy in that it supports AFFO growth, increases investment
allocation to ambulatory care, further enhances tenant diversification, and creates new or expanded relationships with a number of leading national
providers of allied health services
Earnings and distributions:FY22 AFFO guidance of at least 11.8 cents per unit and FY22 distribution guidance of 9.5 cents is not impacted by the Offer
and acquisition.Vital continues to progress other value and AFFO enhancing acquisitions and developments (expected to be funded from existingdebt
facilities and potential asset sales)
(1)NorthWestHealthcare Properties REIT has committed, on behalf of its owned and controlled entities, to participate in the Placement by subscribing for $37.4m of new units, representing
its pro rata holding in Vital across the $140m Offer, with the balance of the Placement underwritten by Forsyth Barr Group Limited and Goldman Sachs New Zealand Limited
(2)Debt to Gross Assets calculated in accordance with Vital’sTrust Deed
VITAL ANNOUNCES $140M CAPITAL RAISING AND ACQUISITION

TENNYSON CENTREACQUISITION
5
VITAL HAS ACQUIRED ONE OF ADELAIDE’S LEADING ‘CANCER CENTRES OF EXCELLENCE’ ON A 4.7%
(1)
YIELD
VITAL HEALTHCARE PROPERTY TRUST
Propertyoverview
The TennysonCentre is one of Adelaide’s leading ‘Cancer
Centres of Excellence’, a high quality ambulatory care facility
located in a strategic metropolitan location
The asset has strong leasing fundamentals with high quality
tenants operating in the identification, assessment and treatment
of cancer through oncology, radiotherapy, imaging and consulting
services
The transaction includes1,920sqm of adjoining land held for
future development
30 June 2021
Pro forma post
acquisition
Portfolio WALE 18.7 years17.5 years
Singletenant exposure27.8%26.8%
Australia portfolio weighting73.4%74.4%
Outpatient / Ambulatory care
portfolioweighting
10.1%13.4%
(1)Blended market equated yield
Development
Land
Tennyson
Centre

EQUITY RAISE DETAILS
6
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 $15,000 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
•$140m through a:
•Placement of $115m, which is 7.5% 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 $2.90, which represents a discount of:
•3.7% to the last close on 12October 2021of $3.01
•4.7% to the VWAP
(2)
of Vital units traded on the NZX during the five days up to,and including 12 October 2021, of $3.04
•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 FY22 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 $37.4m of new units, representing its pro rata 26.7% 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 $37.4m
of new units, representing its pro rata holding in Vital across the $140m Offer, 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

EQUITY RAISE TIMETABLE
7
Placement
Announcement of Offer and cleansing notice released to the NZX13 October 2021
Vital enters trading halt and bookbuildundertaken13 October 2021
Trading halt lifted14 October 2021
Placement settlement date, allotment of New Units under the Placement and trading commences on the NZX20 October 2021
Unit Purchase Plan
Unit Purchase Plan Record Date (5pm NZ time)12 October 2021
Expected release of the Unit Purchase Plan offer document and application form, Unit Purchase Plan opens19 October 2021
Unit Purchase Plan closing date (5pm NZ time)3 November 2021
Unit Purchase Plan price announced4 November 2021
Unit Purchase Plan settlement date, allotment of New Units under the Unit Purchase Plan and trading commences on the NZX10 November 2021
VITAL HEALTHCARE PROPERTY TRUST

KEY RISKS
8
VITAL HEALTHCARE PROPERTY TRUST

KEY RISKS (1/3)
9
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 Offer.
Impact of
COVID-19 and
macroeconomic
risks
In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organisation. Since then, events related to COVID-19 have resulted in significant disruption to local
and global economies. To date, Vital’sbusiness has been reasonably resilient to COVID-19 and the Manager currently believes that the outbreak will not have a long-term impact on Vital’s
position. However, there continues to be uncertainty as to the timeframe in which the impacts of COVID-19 will be felt given factors like the evolution of new variants of the virus and the
complexity associated with the timing and logistics of vaccine roll outs. The extent to which COVID-19 will impact Vital’sbusiness during this period will depend on future developments
which are difficult to predict, including the extent and duration of government mandated lock downs, legislative responses toCOVID-19, work stoppages and travel restrictions, as well as
the ability of Vital’stenants to continue to operate their businesses profitably.
Even after the COVID-19 outbreak has subsided, Vital may experience material adverse impacts to its business as a result of its local and global economic impacts, including any related
recession. Certain aspects of Vital’sbusiness and operations that could be adversely impacted include, among others, rental income, occupancy, tenant improvements, future demand for
space and market rents, which all ultimately impact the underlying valuation of investment property.
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.
Indices inclusion
Vital’sunits are eligible for inclusion in a number of indices, such as the S&P NZX 50 index. Inclusion in a market index is generallydetermined by reference to a methodology that is set by
the index provider. Component parts of the methodology are often outside Vital’scontrol, such as trading volumes. The constituent members of market indices are periodically reviewed,
based on the prescribed methodology. Vital may be added to, or removed from, a market index following a periodic review. Vital’sunit price can be affected as a result. Further, Vital’sunit
price can be affected by market participants anticipating that Vital will be added to, or removed from, a market index at an upcoming periodic review. The impact on Vital’sunit price can be
material and adverse. Vital does not get advance notice of index changes before they are publicly announced (and generally available to the market).
In particular, Vital understands that some market participants anticipated that Vital would be included in the FTSE EPRA / NAREIT index in September 2021. That anticipation appeared to
lead to some increase in Vital’sunit price. Vital was not included, which then appeared to have an adverse impact on its unit price. The next periodic reviewfor that index is in March 2022
and it may be that Vital is included as a result of that review, although whether or not it is included is outside of Vital’scontrol.

KEY RISKS (2/3)
10
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.
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 some cases, 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 on terms 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 of the valuations may not reflect current market conditions. In particular,
some independent professionally qualified valuersadvise that the valuations are reported on the basis of significant valuation uncertainty because they consider transactionalmarket
evidence is being impacted by the continued uncertainty caused by the COVID-19 pandemic.
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 belowthe 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 (3/3)
11
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.
This includes Vital’sability to be able to refinance its existing debt facilities on terms which are no less favourablethan the current terms.
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 managementof 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 rate of return itdelivers to its investors may decline.
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,COVID-19 rental abatements 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 FY22 financial year of 9.50 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 expenses of COVID-19. The Board believes the assumptions underlying this
guidance are reasonable given its discussions with tenants, the high level of Government support for healthcare operators, the high-priority nature of healthcare spending and Vital’s
contractual position, but may be impacted by legislation changes, further waves of COVID-19 and lockdown restrictions. Distributions for FY22 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.

INTERNATIONAL OFFER RESTRICTIONS
12
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
(wholesaleclients)and1012BoftheAustralianCorporationsAct2001(Cth)(theCorporationsAct).Thisdocumentisnotaprospectus,productdisclosurestatementoranyotherformal“disclosuredocument”forthepurposesofAustralianlawandisnotrequiredto,
anddoesnot,containalltheinformationwhichwouldberequiredinsucha"disclosuredocument"underAustralianlaw.ThisdocumenthasnotbeenandwillnotbelodgedorregisteredwiththeAustralianSecurities&InvestmentsCommissionortheAustralian
SecuritiesExchangeandVitalisnotsubjecttothecontinuousdisclosurerequirementsthatapplyinAustralia.
Prospectiveinvestorsshouldnotconstrueanythinginthisdocumentaslegal,businessortaxadvicenorasfinancialproductadviceforthepurposesofChapter7oftheCorporationsAct.InvestorsinAustraliashouldbeawarethattheofferofNewUnitsforresalein
Australiawithin12monthsoftheirissuemay,undersections1012C(3)and(6)oftheCorporationsAct,requireprovisionofaproductdisclosurestatementunderPart7.9oftheCorporationsActiftheNewUnitsaresoldtoapersonasaretailclientandnoneofthe
exemptionsinsections1012Dor1012DAoftheCorporationsActapplytothere-sale.
HongKong
WARNING:Thisdocumenthasnotbeen,andwillnotbe,authorisedbytheSecuritiesandFuturesCommissioninHongKongpursuanttotheSecuritiesandFuturesOrdinance(Cap.571)oftheLawsofHongKong(theSFO).NoactionhasbeentakeninHongKong
toauthorisethisdocumentortopermitthedistributionofthisdocumentoranydocumentsissuedinconnectionwithit.Accordingly,theNewUnitshavenotbeenandwillnotbeofferedorsoldinHongKongotherthanto"professionalinvestors"(asdefinedintheSFO
andanyrulesmadeunderthatordinance).
Noadvertisement,invitationordocumentrelatingtotheNewUnitshasbeenorwillbeissued,orhasbeenorwillbeinthepossessionofanypersonforthepurposeofissue,inHongKongorelsewherethatisdirectedat,orthecontentsofwhicharelikelytobe
accessedorreadby,thepublicofHongKong(exceptifpermittedtodosounderthesecuritieslawsofHongKong)otherthanwithrespecttotheNewUnitswhichareorareintendedtobedisposedofonlytopersonsoutsideHongKongoronlytoprofessional
investors.ThecontentsofthisdocumenthavenotbeenreviewedbyanyHongKongregulatoryauthority.Youareadvisedtoexercisecautioninrelationtotheoffer.Ifyouareindoubtaboutanyofthecontentsofthisdocument,youshouldobtainindependent
professionaladvice.
Singapore
ThisdocumenthasnotbeenregisteredasaprospectuswiththeMonetaryAuthorityofSingapore(MAS)and,accordingly,statutoryliabilityundertheSecuritiesandFuturesAct,Chapter289ofSingapore(theSFA)inrelationtothecontentofprospectusesdoesnot
apply,andyoushouldconsidercarefullywhethertheinvestmentissuitableforyou.VitalisnotacollectiveinvestmentschemeauthorisedunderSection286oftheSFAorrecognisedbytheMASunderSection287oftheSFAandtheNewUnitsarenotallowedtobe
offeredtotheretailpublic.
Thisdocumentandanyotherdocumentormaterialinconnectionwiththeofferorsale,orinvitationforsubscriptionorpurchaseoftheNewUnitsmaynotbecirculatedordistributed,normaytheNewUnitsbeofferedorsold,orbemadethesubjectofaninvitationfor
subscriptionorpurchase,whetherdirectlyorindirectly,topersonsinSingaporeexceptto"institutionalinvestors"(asdefinedintheSFA)orotherwisepursuantto,andinaccordancewiththeconditionsof,anyotherapplicableprovisionsoftheSFA.
Thisdocumenthasbeengiventoyouonthebasisthatyouarean"institutionalinvestor"(asdefinedundertheSFA).Intheeventthatyouarenotan"institutionalinvestor",pleasereturnthisdocumentimmediately.Youmaynotforwardorcirculatethisdocumenttoany
otherpersoninSingapore.
Switzerland
TheofferingoftheNewUnitsinSwitzerlandisexemptfromrequirementtoprepareandpublishaprospectusundertheSwissFinancialServicesAct(FinSA)becausesuchofferingismadetoprofessionalclientswithinthemeaningoftheFinSAonly,exceptto
professionalclientswhichqualifyassuchasaresultoftheirelectionnottobetreatedasprivateclients,butasprofessionalclients,andtheNewUnitswillnotbeadmittedtotradingonanytradingvenue(exchangeormultilateraltradingfacility)inSwitzerland.This
documentdoesnotconstituteaprospectusorsimilarcommunicationpursuanttotheFinSA,,andnosuchprospectushasbeenorwillbepreparedfororinconnectionwiththeofferingoftheNewUnits.
Neitherthisdocumentnoranyotherofferingormarketingmaterialrelatingtotheoffering,VitalorNewUnitshavebeenorwillbefiledwithorapprovedbyanySwissregulatoryauthority.Inparticular,thisdocumentwillnotbefiledwith,andtheofferofNewUnitswillnot
besupervisedby,theSwissFinancialMarketSupervisoryAuthority(FINMA)oranyLicensedReviewBodyaccordingtotheFinSA.TheofferinghasnotbeenandwillnotbeauthorizedundertheSwissFederalActonCollectiveInvestmentSchemes(CISA)orunder
theFinSA.Accordingly,theinvestorprotectionaffordedtoacquirersofinterestsincollectiveinvestmentschemesundertheCISAdoesnotextendtoacquirersoftheNewUnits.

---

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 12 October 2021
Ex-Date (one business day before the
Record Date)
11 October 2021
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$15,000 per unitholder / beneficial owner with an
address in New Zealand, for an aggregate offer size of
NZ$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$2.90 per unit; and
(b) the price that is 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 unit purchase plan offer
period.
Scaling reference date Any scaling will be applied by reference to holdings of
existing units at the record date (12 October 2021).
Closing Date 3 November 2021
Allotment Date 10 November 2021

2 of 2
Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Aaron Hockly
Contact person for this announcement Aaron Hockly
Contact phone number 027 617 6011
Contact email address aaron.hockly@nwhreit.com
Date of release through MAP 13 October 2021

---

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare
Properties Management Limited


vhpt.co.nz

MARKET RELEASE
Managed by NorthWest Healthcare
Pr operties Management Ltd


13 October 2021

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 13 October 2021
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 $115 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 L
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