$200m capital raising to fund acquisitions and developments
VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by NorthWest Healthcare
Properties Management Limited
MARKET RELEASE
28 April 2022
Vital announces $200m capital raising and strategic entry into the South Island
NorthWest Healthcare Properties Management Limited (the Manager), as manager of
Vital Healthcare Property Trust (Vital), today announced its intention to raise
approximately $200m of new equity capital, through a 1 for 8.54 underwritten
1
pro rata
accelerated entitlement offer (the Offer) to fund ~$225m of new acquisitions and
developments (as outlined below).
Vital's Fund Manager, Aaron Hockly, said:
"The acquisitions announced today will enhance Vital's geographic diversification and
mark our strategic entry into New Zealand's South Island. They are an opportunity for us to
build new relationships with quality tenants and are expected to support AFFO growth for
Vital's unitholders. There will be immediate development upside available for both
acquisitions.
In addition, we are delighted to announce two additional developments that have arisen
from our long-standing relationships with New Zealand's three largest private hospital
operators. These developments will enable us to provide additional health infrastructure
for Auckland whilst also providing AFFO and valuation growth for Vital's unitholders.
The acquisitions and developments announced today include a range of sustainability
features consistent with Vital and the Manager's sustainability commitments."
South Island acquisitions
Vital has entered agreements to acquire its first South Island properties.
• Kawarau Park, Queenstown: (Purchase price $95 million). A newly developed
health precinct with a weighted average lease expiry (WALE) of 8.7 years that
includes Queenstown's only private hospital, benefitting from Queenstown's
favourable demographics. The precinct has six individual high quality buildings and
immediate additional development potential. The anchor tenant is a hospital
1
NorthWest Healthcare Properties REIT has committed, on behalf of its owned and controlled entities (together NorthWest),
to participate in the Offer by subscribing for $55m of new units, representing its pro rata holding in Vital across the $200m
Offer. The balance of the Offer is underwritten by Craigs Investment Partners Limited and Forsyth Barr Group Limited.
VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by NorthWest Healthcare
Properties Management Limited
operated as a joint venture between Southern Cross Hospitals and Central Lakes
Trust, with other tenants including nationwide healthcare providers Pacific
Radiology (subsidiary of NZX-listed Infratil) and NZX-listed Green Cross Health. The
fully let blended yield is expected to be ~4.5%
2
with 40% of leases (by income)
subject to rental increases to the greater of CPI and market.
• 68 St Asaph Street, Christchurch: (Purchase price $50.7 million
3
). A large, modern
ambulatory care (maternity) and life sciences site, part of one of New Zealand's
key health precincts and located 300 metres from Christchurch Hospital. The WALE
is 8.5 years and the property provides an expected net operating income yield of
~5.1%
4
. Existing tenants include the Canterbury District Health Board
5
and life
sciences corporate Syft Technologies. The balance, comprising ~30% of net
lettable area, is available for lease and subject to a 24-month vendor rental
underwrite.
The Christchurch acquisition settled on 1 April 2022. The Queenstown acquisition is subject
to a number of conditions, including due diligence, board and supervisor approval and
the tenant at the property agreeing to waive pre-emptive rights to purchase the property
and approving Vital as the purchaser.
Auckland hospital acquisition and developments
Vital proposes to acquire and expand a hospital in Auckland and to expand another
Auckland hospital it already owns.
• Endoscopy Auckland, Epsom: (Purchase price $22.2 million; estimated
development costs ~$21.6 million). Vital has agreed terms to acquire land and
buildings at 148 Gillies Avenue and 22-24 Kipling Avenue, Epsom. Currently, the
properties comprise an existing endoscopy facility and residential units on
~4,000sqm of land. The hospital business is jointly owned by Healthcare Holdings
and Evolution Healthcare. Terms have been agreed to utilise the vacant land at 22
Kipling Ave and develop a new day surgery and endoscopy facility, with the
existing facility expanding surgery capacity. The initial yield on the purchase price is
estimated to be ~4.75%, expected to increase to a ~5.1% yield as a result of
development spend. The existing buildings will be tenanted for an initial term of 20
years from settlement and the new hospital will be pre-leased for 20 years from
completion.
• Ormiston Hospital, Auckland: (estimated development costs ~$40 million
6
).
Ormiston Hospital is an existing ~5,000sqm Vital owned asset leased to Ormiston
Surgical Endoscopy Limited (~50% owned by Southern Cross Hospitals). Terms have
been agreed with the tenant to develop a new ~4,500 sqm, 3 level building linked
2
Excludes ~$4m of development land.
3
Excludes transaction costs and a ~$7m fit-out loan to Canterbury DHB which is repayable over 10 years.
4
Excludes $5m of development land and fees but including the fit-out loan.
5
Lease commences 1 August 2022.
6
Includes allocation of land (already owned by Vital) and unrentalised development fees.
VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by NorthWest Healthcare
Properties Management Limited
to the existing ~5,000 sqm, 3 level building by an air bridge. On completion, the
new facility will be leased for 20 years with the lease of the existing facility also
extended to 20 years (an ~18.5-year extension). The estimated net yield on
development cost is 5.5%.
Terms have been agreed and Vital is finalising transaction documents with the relevant
counterparties. The development and acquisition agreements will be conditional on
board, supervisor and other customary and regulatory approvals.
Capital raising overview
The Offer is an underwritten pro rata accelerated entitlement offer of new ordinary units to
existing eligible unitholders, to raise approximately $200m. NorthWest has committed to
participate in the Offer by subscribing for $55m of new units, representing its pro rata
~27.5% stake in Vital.
Under the Offer, eligible unitholders are entitled to subscribe for 1 new unit for every 8.54
existing Vital units held as at 5.00pm (NZ time) on the record date of Friday, 29 April 2022,
at an offer price of $2.95 per unit.
The offer price reflects a 5.4% discount to the closing price of $3.12 on Wednesday, 27
April 2022 and a 4.9% discount to the Theoretical Ex-Rights Price of $3.10.
7
Purpose of the Offer
The net proceeds from the Offer will be used to repay debt incurred for recently
announced acquisitions and developments, including those announced today.
Vital’s pro forma debt to gross assets ratio
8
will be 33. 8% upon completion of the Offer, the
acquisitions and initial development spend announced today and the other transactions
announced in calendar year 2022.
The Manager currently estimates that Vital’s NTA at 31 March 2022 was $3.20-$3.25cpu,
predominately reflecting property valuation increases from rental growth and mark-to-
market gains on interest rate swaps.
9
The Board reconfirms Vital’s previously released AFFO guidance of at least 11.9 cents per
unit and second half FY22 distribution guidance of 2.4375 cents per unit per quarter (9.75
cents per unit on an annualised basis).
7
The Theoretical Ex-Rights Price (“TERP”) is the theoretical price at which Vital units should trade immediately after the ex-date of the Offer. The
TERP is a theoretical calculation only and the actual price at which Vital units trade immediately after the ex -date for the Offer will depend on
many factors and may not equal the TERP. TERP is calculated by reference to Vital’s closing price of $3.12 on Wednesday, 27 April 2022.
8
Calculated in accordance with Vital’s Trust Deed.
9
Estimated 31 March 2022 NTA figures have not been audited. The Manager’s estimation reflects factors known to date, including those
listed. However, it excludes other factors such as any movements in market capitalisation rates which may have occurred for Vital’s properties.
VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by NorthWest Healthcare
Properties Management Limited
Capital raising details
The Offer will be undertaken as a pro rata accelerated entitlement offer and will comprise
the following four separate components:
• Institutional entitlement offer: firstly, an offer of units to Vital’s existing eligible
institutional unitholders (with a registered address in New Zealand and selected
other jurisdictions as at 5.00pm on the Record Date of Friday, 29 April 2022) where
they will be entitled to participate in the Offer on a pro rata basis. The institutional
entitlement offer will be accelerated and will open at 10.00am on Thursday, 28 April
2022 (immediately after the Offer is announced) and close at 5.00pm that day;
• Institutional bookbuild: secondly, a bookbuild of units representing the shortfall from
the institutional entitlement offer (i.e., where institutional unitholders either did not
participate or were ineligible to participate). Institutional investors and brokers will
be invited to participate in the bookbuild. Any surplus subscription monies above
the offer price will be returned pro rata to non-participating institutional unitholders.
There is no guarantee that any surplus will be realised through the institutional
bookbuild. The institutional bookbuild will open at 10.00am on Friday, 29 April 2022
and close at 3.00pm that day;
• Retail entitlement offer: thirdly, an offer of units to Vital’s existing eligible retail
unitholders (with a registered address in New Zealand as at 5.00pm on the Record
Date of Friday, 29 April 2022) where they will be entitled to participate in the Offer
on a pro rata basis. The retail entitlement offer will open at 10.00am on Tuesday, 3
May 2022 and close at 5.00pm on Thursday, 12 May 2022; and
• Retail bookbuild: finally, a bookbuild of units representing the shortfall from the retail
entitlement offer (i.e., retail unitholders either did not participate or were ineligible
to participate). Institutional investors and brokers will be invited to participate in the
bookbuild. In addition, eligible retail unitholders who take up their entitlement in full
may apply for additional new units (i.e. units in excess of their pro rata entitlement)
that will be offered for sale under the retail bookbuild. Any surplus subscription
monies above the offer price will be returned pro rata to non-participating retail
unitholders. There is no guarantee that any surplus will be realised through the retail
bookbuild. The retail bookbuild will open at 10.00am on Monday, 16 May 2022 and
close at 3.00pm that day.
Eligible unitholders can choose to take up their entitlement in full, in part or not at all.
Those unitholders who do not take up their entitlements in full, or who are ineligible to do
so, will have their unitholding diluted. Entitlements cannot be traded on the NZX Main
Board or privately transferred.
The new units issued under the Offer will rank equally with existing Vital units on issue and
will be eligible for future distributions.
NorthWest Commitment and Underwriting
NorthWest has committed to participate in the Offer by subscribing for $55m of new units,
representing its pro rata stake in Vital across the $200m Offer. It will do this by taking up its
entitlements in the institutional entitlement offer.
The balance of the Offer is underwritten by Craigs Investment Partners Limited and Forsyth
Barr Group Limited.
VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by NorthWest Healthcare
Properties Management Limited
Institutional Entitlement Offer and Institutional Bookbuild
Vital enters trading halt, announcement of Offer and cleansing notice
released to the NZX
Thursday, 28 April 2022
Institutional Entitlement Offer opens
10.00am (NZ time),
Thursday, 28 April 2022
Institutional Entitlement Offer closes
5.00pm (NZ time),
Thursday, 28 April 2022
Institutional Bookbuild opens
10.00am (NZ time),
Friday, 29 April 2022
Institutional Bookbuild closes
3.00pm (NZ time),
Friday, 29 April 2022
Trading halt lifted Monday, 2 May 2022
Settlement of Institutional Offer, allotment of new units under the
Institutional Offer and trading commences on the NZX
Friday, 6 May 2022
Retail Entitlement Offer and Retail Bookbuild
Record date
5.00pm (NZ time),
Friday, 29 April 2022
Retail Entitlement Offer opens
10.00am (NZ time),
Tuesday, 3 May 2022
Retail Entitlement Offer closes
5.00pm (NZ time),
Thursday, 12 May 2022
Trading halt commences (for Retail Bookbuild) Monday, 16 May 2022
Retail Bookbuild opens
10.00am (NZ time),
Monday, 16 May 2022
Retail Bookbuild closes
3.00pm (NZ time),
Monday, 16 May 2022
Trading halt lifted Tuesday, 17 May 2022
Settlement of Retail Entitlement Offer and Retail Bookbuild, allotment
of new units under the Retail Entitlement Offer the Retail Bookbuild and
trading commences on the NZX
Thursday, 19 May 2022
These dates are subject to change and are indicative only. The Manager reserves the
right to alter the key dates, subject to applicable laws and the NZX Listing Rules. The
Manager reserves the right to withdraw the Offer at any time prior to the issue of the units
under the Offer at its absolute discretion.
VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by NorthWest Healthcare
Properties Management Limited
Additional information
Additional information regarding the Offer is contained in the Offer Document and the
investor presentation accompanying this announcement and available at
www.vitalunitoffer.co.nz. The investor presentation contains important information including
key risks and foreign selling restrictions with respect to the Offer.
If you have any questions about the Offer, please visit the Offer website at
www.vitalunitoffer.co.nz or call the Vital Investor Information Line on 0800 650 034 (toll free
within New Zealand) from 8.30am to 5.00pm Monday to Friday (excluding public holidays),
or contact your financial adviser or other professional adviser.
– 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
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 (~ 82%
*
of portfolio
value), ambulatory care facilities (~13%
*
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 ~$3
*
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
* All figures are as at 31 December 2021
Disclaimer:
This announcement has been prepared by NorthWest Healthcare Properties
Management Limited (the "Manager") as manager of the Vital Healthcare Property Trust
(the "Trust"). The details in this announcement provide general information only. It is not
intended as investment, legal, tax or financial advice or recommendation to any person
VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by NorthWest Healthcare
Properties Management Limited
and must not be relied on as such. You should obtain independent professional advice
prior to making any decision relating to your investment or financial needs.
All references to $ are to New Zealand dollars unless otherwise indicated.
This announcement may contain forward-looking statements. Forward-looking statements
can include words such as “expect”, “intend”, “plan”, “believe”, “continue” or similar
words in connection with discussions of future operating or financial performance or
conditions. The forward-looking statements are based on management's and directors’
current expectations and assumptions regarding the Trust’s business, assets and
performance and other future conditions, circumstances and results. As with any
projection or forecast, forward-looking statements are inherently susceptible to
uncertainty and to any changes in circumstances. The Trust’s actual results may vary
materially from those expressed or implied in the forward-looking statements. The
Manager, the Trust, and its or their directors, employees and/or shareholders have no
liability whatsoever to any person for any loss arising from this presentation or any
information supplied in connection with it. The Manager and the Trust are under no
obligation to update this announcement or the information contained in it after it has
been released. Past performance is no indication of future performance.
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.
_________________________________
---
$200m capital raising
to fund acquisitions
and developments
28 APRIL 2022
Important notice and disclaimer (1/2)
This presentation has been prepared by NorthWest
Healthcare Properties Management Limited (the
Manager) in its capacity as the manager of Vital
Healthcare Property Trust (Vital) in relation to the
accelerated entitlement offer (the Offer) of new units in
Vital (New Units) to be made to:
• Eligible institutional unitholders of Vital with registered
addresses in New Zealand and selected other
jurisdictions as at the Record Date; and
• Eligible retail unitholders of Vital with registered
addresses in New Zealand as at the Record Date,
in reliance on clause 19 of Schedule 1 to the Financial
Markets Conduct Act 2013 (FMCA).
Capitalised terms used in this presentation have the specific
meaning given to them in the Offer Document released in
respect of the Offer, except where otherwise specified.
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 require it to
notify certain material information to NZX Limited (NZX).
This presentation should be read in conjunction with Vital's
other 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, Craigs Investment Partners
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.
Determination of eligibility of investors for the purposes
of the Offer is determined by reference to a number
of matters, including legal regimes and the discretion
of Craigs Investment Partners Limited and Forsyth Barr
Limited (the Joint Lead Managers) and the Manager.
The Manager and the Joint Lead Managers disclaim any
duty or liability (including for negligence) in respect of the
exercise of that discretion, to the maximum extent permitted
by law.
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.
VITAL HEALTHCARE PROPERTY TRUST
|
$200M CAPITAL RAISING
|
2
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.
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 Offer,
without notice.
Joint Lead Managers
The Joint Lead Managers and their affiliates (including
the underwriters for the Offer (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 Offer, 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 Offer 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 Offer 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 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.
VITAL HEALTHCARE PROPERTY TRUST
|
$200M CAPITAL RAISING
|
3
Vital has entered agreements
1
to acquire its first South Island properties:
Kawarau Park is a newly developed health precinct that
includes Queenstown's only private hospital, benefitting
from Queenstown's favourable demographics.
The precinct has 6 individual high quality buildings and
immediate development potential.
The anchor tenant is a hospital operated as a joint
venture between Southern Cross Hospitals and Central
Lakes Trust, with other tenants including nationwide
healthcare providers Pacific Radiology (subsidiary of
NZX-listed Infratil) and NZX-listed Green Cross Health.
Hospital shortlisted for 2022 Southern
Architecture Awards.
68 St Asaph Street is a large, modern ambulatory care
(maternity) and life sciences site, part of one of New
Zealand’s key health precincts and located 300 metres
from Christchurch Hospital.
The acquisition also includes ~1,600 sqm of expansion
development land.
Existing tenants include the Canterbury District Health
Board (CDHB)
2
and life sciences corporate, Syft
Technologies with the balance (~30% of net lettable
area) available for lease and subject to a 24-month
vendor rental underwrite.
Vital is seeking to raise approximately
$200m through a 1 for 8.54 underwritten
3
accelerated entitlement offer (the Offer)
The Offer Price for the New Units is $2.95 per
unit, representing a 5.4% discount to the closing
price of $3.12 on Wednesday, 27 April 2022
and a 4.9% discount to the Theoretical Ex-Rights
Price
4
of $3.10.
The Offer represents 11.7% of units on issue
prior to the Offer.
ACQUISITIONS
CAPITAL RAISE
68 St Asaph Street, ChristchurchKawarau Park Health Precinct, Queenstown
Acquisitions, developments and capital raise at a glance
VITAL ANNOUNCES $200M CAPITAL RAISING TO FUND ~$225M
OF NEW ACQUISITIONS AND DEVELOPMENTS
1
The Christchurch acquisition settled on 1 April. Completion of the Queenstown acquisition is subject to a number of conditions, including the completion of due diligence, board and
supervisor approval and the tenant at the property agreeing to waive pre-emptive rights to purchase the property and approving Vital as the purchaser.
2
Lease commences 1 August 2022.
3
NorthWest Healthcare Properties REIT has committed, on behalf of its owned and controlled entities, to participate in the Offer by subscribing for $55m of new units, representing its
pro rata holding in Vital across the $200m Offer, with the balance of the Offer underwritten by Craigs Investment Partners Limited and Forsyth Barr Group Limited.
4
The Theoretical Ex-Rights Price (“TERP”) is the theoretical price at which Vital units should trade at immediately after the ex-date of the Offer. The TERP is a theoretical calculation only
and the actual price at which Vital units trade immediately after the ex-date for the Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to
Vital’s closing price of $3.12 on Wednesday, 27 April 2022.
Immediate development upside
available for both acquisitions.
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Capital raising to fund
high-quality acquisitions and
developments with a blended
initial yield of ~4.9%.
Vital proposes to develop the following properties
1
:
~4,500 sqm expansion to approximately double the
size of this existing Vital asset.
20-year lease for new development; lease for existing
hospital extended to 20 years.
Hospital operated by Ormiston Surgical Endoscopy
Limited (~50% owned by Southern Cross Hospitals).
Expansion supported by strong business case
underpinned by location in a fast growing part
of Auckland.
Existing buildings will be tenanted for an initial term of
20 years from settlement.
~2,000 sqm of land available for development of a
new hospital pre-leased for 20 years from completion.
The hospital business owned jointly by Evolution
Healthcare and Healthcare Holdings.
Central location; supported by high concentration of
medical practitioners.
DEVELOPMENTS
Auckland Endoscopy, EpsomOrmiston Hospital, Auckland
Other developments
Vital has a committed development pipeline of ~$273.7
2
m with $218.7m left to complete.
This development spend is anticipated to occur over the next ~ 3 years.
Acquisitions, developments and capital raise at a glance (cont.)
1
Terms have been agreed and Vital is finalising transaction documents with the relevant counterparties. The development
and acquisition agreements will be conditional on Board, supervisor and other customary and regulatory approvals.
2
Excludes development land of ~$11.2m.
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Strategy: The acquisition of Kawarau Park and 68 St Asaph St will further enhance Vital's
geographic diversification and represents Vital's strategic entry into New Zealand's South
Island
1
. It will also enhance tenant diversification and create new relationships with a
number of healthcare and life sciences providers.
Value and earnings enhancing developments: The proposed expansion of Ormiston
Hospital in Auckland and acquisition of a site where Endoscopy Auckland is located
2
are expected to more than double the current value of the existing properties, and are
consistent with Vital's strategy.
Sustainability: Acquisitions and developments to include a range of sustainability features
consistent with Vital’s / NorthWest’s sustainability commitments.
Earnings and distributions: FY22 AFFO guidance of at least 11.9 cents per unit and
second half FY22 distribution guidance of 2.4375 cents per unit per quarter (9.75 cpu
on an annualised basis) is maintained.
OUTLOOK
31 December 2021Pro forma post acquisitions
4
WALE
5
17.8 years17.6 years
Portfolio value
~$3.0bn~$3.2bn
Sub-sector exposure
Hospitals – 79.7%
Ambulatory Care – 13.3%
Aged Care – 7.1%
Hospitals – 78.3%
Ambulatory Care – 15.0%
Aged Care – 6.7%
% of portfolio in NZ
26% 30%
% of portfolio
in South Island, NZ
0.0%4.7%
Kawarau Park Health Precinct, Queenstown
~85% of Vital’s leases have annual rent increase aligned to
CPI in some way with ~77% of these subject to caps.
Acquisitions, developments and capital raise at a glance (cont.)
PORTFOLIO IMPACTS
3
1
The 68 Asaph Street acquisition settled on 1 April. Completion of the Kawarau Park acquisition is subject to a number of conditions,
including the completion of due diligence, board and supervisor approval and the tenant at the property agreeing to waive pre-
emptive rights to purchase the property and approving Vital as the purchaser.
2
Terms have been agreed and Vital is finalising transaction documents with the relevant counterparties. The development and
acquisition agreements will be conditional on Board, supervisor and other customary and regulatory approvals.
3
All figures calculated by income (where relevant). Figures may not sum due to rounding.
4
Figures include two acquisitions announced in February 2022 and Hutt Valley Health Hub which settled in February 2022.
5
Weighted Average Lease Expiry.
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Arvida Retirement and
Aged Care Facility
(under construction)
Queenstown
Airport
The precinct strategically adjoins
NZX-listed Arvida's retirement
village and aged care facility
(under construction).
Childcare
Retail 2
Retail 1
Medical Centre
/ Pharmacy
Southern Cross
Hospital
Radiology
Centre of Medical
Excellence
Arvida Group
Country Club
Buildings to be on separate
titles which supports a higher
valuation than if combined
Kawarau Park
Health Precinct
The hospital is the only private hospital
in Queenstown and Central Otago and
the precinct benefits from Queenstown's
favourable demographics.
Acquisition of Kawarau Park Health Precinct, Queenstown
A newly developed health precinct
comprising 6 tenanted buildings
including Queenstown's only
private hospital operated in a Joint
Venture between Southern Cross
Hospitals and Central Lakes Trust.
The hospital includes three operating
theatres and 13 inpatient rooms.
Other tenants include nationwide
providers such as NZX-listed Green
Cross Health and Pacific Radiology
(subsidiary of NZX-listed Infratil),
along with several surgical consulting
rooms, childcare and supporting
retail and commercial uses.
TENANTS
The precinct is situated on over 2.3ha of
land and has additional development
potential of at least 2,000 sqm of land.
DEVELOPMENT POTENTIAL
FAVOURABLE DEMOGRAPHICS
1
Completion of the acquisition is subject to a number of conditions,
including the completion of due diligence, board and supervisor
approval and the tenant at the property agreeing to waive pre-emptive
rights to purchase the property and approving Vital as the purchaser.
2
Excludes development land of ~$4m.
3
Weighted Average Lease Expiry
WALE
3
underpinned by
hospital lease of 12 years
8.7 years
of leases (by income) increase by the
greater of market and CPI (uncapped)
~40%
Fully let blended yield
~4.5%
2
Purchase price
$95m
1
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The facility sits on a large land
holding of ~15,000 sqm and has
an existing planning height limit of
17m (4 levels compared with the
current single level building).
There is potential for future
redevelopment, including ~1,600 sqm
of additional land that currently earns
income from parking but provides
an opportunity to enhance the
acquisition noting that this corner is
closest to Christchurch Hospital.
Acquisition price of $50.7m
(excludes transaction costs and
fit-out loan to CDHB which is
repayable over 10 years).
~30% of the facility is currently
available for lease and will be
subject to a 24-month vendor
rental underwrite. The acquisition
settled on 1 April 2022.
Acquisition of 68 St Asaph St, Christchurch
Existing tenants include a Canterbury
District Health Board (CDHB) maternity
care facility
1
and Syft Technologies
(~50% of the Syft tenancy is life
sciences laboratory space with the
balance used for offices).
TENANTS
DEVELOPMENT POTENTIAL
ACQUISITION
Metro sports facility
(in construction)
5.1%
Estimated NOI
3
yield excluding
fees and development land but
including a ~$7m fit-out loan
repayable over 10 years.
8.5 years
WALE
2
(by income)
1
Lease commences 1 August 2022
2
Weighted Average Lease Expiry
3
Net Operating Income
Hospital and related
68 St Asaph St
CDHB multi deck
staff carpark
CDHB head office
Manawa Building
Public outpatient
clinic
Public hospital
energy centre
/boiler house
(in construction)
and existing labs
Public Hospital
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Acquisition and expansion of Endoscopy AucklandAcquisition and expansion of Endoscopy Auckland
The property is leased to Evolution Healthcare
for 20 years with the hospital business owned
jointly by Healthcare Holdings and Evolution
Healthcare (respectively, New Zealand’s second
and third largest private hospital operators).
Vital has agreed terms to acquire land
and buildings at 148 Gillies Avenue
and 22–24 Kipling Avenue, Epsom.
1
Currently, the properties comprise an
endoscopy facility and residential
units on ~4,000sqm of land.
PROPERTY
TENANTS
AGREED DEVELOPMENT
~4.75%
initial yield
~$21.6m
development costs
~5.1%
net yield on
development cost
$22.2m
purchase price
Gillies Property
Kipling Property
(site now predominantly
cleared for development)
1
Terms have been agreed and Vital is finalising transaction documents with the relevant counterparty.
The agreements will be conditional on Board, supervisor and other customary and regulatory approvals.
Mercy Ascot
Hospital
Auckland Surgical
Centre (Southern Cross)
Gillies Hospital
(Southern Cross)
Brightside Hospital
(Southern Cross)
Ascot Hospital
(Vital Asset)
Endoscopy Auckland
Newmarket
Epsom
Mount Eden
Remuera
Terms have been agreed to
utilise the vacant land at 22
Kipling Ave and develop a new
day surgery and endoscopy
facility, with the existing facility
expanding surgery capacity.
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Expansion of Ormiston Hospital, Auckland
The property is leased to Ormiston
Surgical Endoscopy Limited which
is ~50% owned by Southern Cross,
New Zealand’s largest private
hospital operator. On completion,
the new facility will be leased for
20 years with the lease of the existing
facility also extended to 20 years
(an ~18.5 year extension).
Terms have been agreed to develop
a new ~4,500 sqm, 3 level building
linked to the existing ~5,000 sqm,
3 level building by an air bridge.
Vital has agreed terms for a
~$40m expansion of its existing
asset, Ormiston Hospital
1
.
PROPERTY
TENANTS
AGREED DEVELOPMENT
~5.5%
net yield on development cost
~$40m
development costs
2
Artist’s impression showing proposed extension.
Artist’s impression showing existing building on left and proposed extension set back on the right.
1
Terms have been agreed and Vital is finalising transaction documents with the relevant counterparties. The development and acquisition
agreements will be conditional on Board, supervisor and other customary approvals.
2
Includes allocation of land (already owned by Vital) and unrentalised development fees.
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Use of proceeds and balance sheet
The net proceeds of the Offer will be used to
repay debt incurred for recently announced
acquisitions and developments, including those
announced today.
Vital’s pro forma gearing
1
will be 33.8% upon
completion of the Offer, the acquisitions and
initial development spend announced today
and the other transactions announced in
calendar year 2022.
The Manager currently estimates that Vital’s
NTA at 31 March 2022 was $3.20–$3.25cpu,
predominately reflecting property valuation
increases from rental growth and mark-to-
market gains on interest rate swaps.
2
PRO FORMA GEARING
1
1
Debt to Gross Assets calculated in accordance with Vital’s Trust Deed. Numbers may not add due to rounding.
2
Estimated 31 March 2022 NTA figures have not been audited. The Manager’s estimation reflects factors known to date, including those listed. However, it excludes other factors such as any
movements in market capitalisation rates which may have occurred for Vital’s properties
3
Settlement of the tenanted building occurred on 1 February 2022. Settlement of development land ($1.83m) is subject to approval of subdivision by the council and issuance of land title.
4
Excludes amortising fitout loan to the CDHB, currently forecast to be approximately $7.0m, and remedial seismic resilience works totalling approximately $2.75m.
5
Total forecast consideration payable under the development fund through arrangements. Settlement and completion is subject to conditions precedent including finalisation of development
conditions and Council approval of the transfer of the leasehold interest to Vital.
6
Estimated spend to 30 June 2022.
7
Includes ~$4m of development land.
33.2%
31-Dec-21Hutt Valley Health
Hub acquisition
3
Hills development
land acquisition
Christchurch
acquisition
4
Queenstown
acquisition
Auckland
Endoscopy
acquisition
Ormiston
development
6
Net proceeds
of capital raise
2.0%
0.4%
1.1%
1.5%0.1%
Campbelltown
acquisition
5
33.8%
Pro forma post Offer,
Acquisitions and
previously announced
transactions
1.1%
(5.9%)0.4%
Gross assets$2,996.0m$47.2m$16.3m$50.7m$95.0
7
m$74.4m$22.2m$3.1m–$3,304.9m
Debt$995.5m$47.9m$16.5m$51.9m$96.6m$76.8m$22.6m$3.1m($195.5m)$1,115.4m
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Equity raise details
OFFER
STRUCTURE
1 for 8.54 accelerated entitlement offer of new fully paid ordinary
units to raise gross proceeds of approximately $200m.
The Offer is structured to be as fair as possible for all existing
unitholders. All unitholders (unless restricted due to legal constraints)
who hold units as at 5.00pm (NZ time), Friday, 29 April 2022 will
be able to participate.
OFFER PRICE
The Offer Price for the New Units is $2.95, which represents
a discount of:
5.4% to the last close on Wednesday, 27 April 2022 of $3.12.
4.9% discount to the Theoretical Ex-Rights Price
1
of $3.10.
RANKING
New Units will rank equally with existing Vital units on issue at the
date of issue of the New Units.
The New Units under both the Institutional and Retail Offers will be
entitled to any future distributions declared by Vital after the relevant
allotment date.
INSTITUTIONAL
OFFER
The Institutional Entitlement Offer will be open from 10.00am (NZ
time) to 5.00pm (NZ time) on Thursday, 28 April 2022.
Institutional entitlements not taken up and entitlements of ineligible
institutional unitholders will be placed into the Institutional Bookbuild
to be conducted on Friday, 29 April 2022.
RETAIL OFFER
The Retail Offer will open at 10.00am (NZ time), Tuesday, 3 May 2022
and close at 5.00pm (NZ time), Thursday, 12 May 2022.
Eligible retail unitholders in New Zealand under the Retail Offer can:
Elect to take up all or part of their pro rata entitlements by the
Retail Offer close date of 5.00pm (NZ time), Thursday, 12 May
2022.
Do nothing and let New Units representing their entitlements
be offered for sale through the Retail Bookbuild process to be
conducted on Monday, 16 May 2022. Any premium achieved
above the Retail Entitlement Offer price will be paid to the
unitholder. There is no guarantee that a premium will be achieved.
Apply to take up more than their pro rata entitlements, if they are
taking up their full entitlement. Any application for New Units
above their pro rata entitlement will be included in the Retail
Bookbuild and pay the Retail Bookbuild price (which may be
more than the Offer price but will be no more than the volume-
weighted average price on the last trading day immediately prior
to the Retail Bookbuild).
UNDERWRITING
The Offer is underwritten
2
by Craigs Investment Partners Limited and
Forsyth Barr Group Limited.
NORTHWEST
NorthWest has committed to participate in the Offer by
subscribing for $55m of New Units, representing its pro
rata ~27.5% stake in Vital. It will do this by taking up its
entitlements in full in the Institutional Entitlement Offer.
1
The Theoretical Ex-Rights Price (“TERP”) is the theoretical price at which Vital units should trade at immediately after the ex-date of the Offer.
The TERP is a theoretical calculation only and the actual price at which Vital units trade immediately after the ex-date for the Offer will depend on many factors and may not equal
the TERP. TERP is calculated by reference to Vital’s closing price of $3.12 on Wednesday, 27 April 2022.
2
NorthWest Healthcare Properties REIT has committed, on behalf of its owned and controlled entities, to participate in the Offer by subscribing for $55m of new units, representing its
pro rata holding in Vital across the $200m Offer, with the balance of the Offer underwritten by Craigs Investment Partners Limited and Forsyth Barr Group Limited.
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Equity raise timetable
Institutional Offer
Vital enters trading halt, announcement of Offer and cleansing notice released to the NZXThursday, 28 April 2022
Institutional Entitlement Offer opens10.00am (NZ time), Thursday, 28 April 2022
Institutional Entitlement Offer closes5.00pm (NZ time), Thursday, 28 April 2022
Institutional Bookbuild opens10.00am (NZ time), Friday, 29 April 2022
Institutional Bookbuild closes3.00pm (NZ time), Friday, 29 April 2022
Trading halt liftedMonday, 2 May 2022
Settlement of Institutional Offer, allotment of New Units under the Institutional Offer
and trading commences on the NZX
Friday, 6 May 2022
Retail Offer
Record date5.00pm (NZ time), Friday, 29 April 2022
Retail Entitlement Offer opens10.00am (NZ time), Tuesday, 3 May 2022
Retail Entitlement Offer closes5.00pm (NZ time), Thursday, 12 May 2022
Trading halt commences (for Retail Bookbuild)Monday, 16 May 2022
Retail Bookbuild opens10.00am (NZ time), Monday, 16 May 2022
Retail Bookbuild closes3.00pm (NZ time), Monday, 16 May 2022
Trading halt liftedTuesday, 17 May 2022
Settlement of Retail Offer, allotment of New Units under the Retail Offer
and trading commences on the NZX
Thursday, 19 May 2022
These dates are subject to change and are indicative only. The Manager reserves the right to alter the key dates, subject to applicable laws and the NZX Listing Rules.
The Manager reserves the right to withdraw the Offer at any time prior to the issue of the units under the Offer at its absolute discretion.
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Key risks
Key risks (1/4)
CURRENT ECONOMIC ENVIRONMENT
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’s
business 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.
While Government restrictions have eased and ‘COVID normal’ operating
conditions are ongoing, there continues to be uncertainty as to the timeframe
in which the impacts of COVID-19 will be felt given the widespread community
transmission of the current omicron variant of COVID-19 and the potential for
the evolution of new variants of the virus. The extent to which COVID-19 will
impact Vital’s business during this period will depend on future developments
which are difficult to predict, including legislative responses to COVID-19,
work stoppages, travel restrictions, efficacy of vaccines on new variants and
the possibility of further government mandated lockdowns, as well as the
ability of Vital’s tenants 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’s business
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.
IMPACT OF COVID-19
Vital’s business activities are subject
to a number of risks which may,
individually or in combination, affect
the future operating performance of
Vital and the value of an investment
in Vital. Investors should carefully
consider, and make their own
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. Some
risks 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.
Vital’s financial position and performance
could be adversely impacted by events in
the wider economy. This could arise directly
as a result of factors such as inflation,
higher interest rates, continued supply chain
disruption and volatile energy costs. It
could also arise indirectly if these factors or
geopolitical issues (including an outbreak
of hostilities or imposition of sanctions)
cause weakening conditions in the global
or local economy. The impact on Vital
could be through a reduction in earnings
or property valuations, or an increase in
construction costs.
Vital’s short-medium term exposure is
mitigated through factors including interest
rate hedging (~45% at 31 December 2021),
the fact that a significant portion of Vital’s
earnings are linked to inflation (85% of
Vital’s leases are linked to CPI in some way,
although some are subject to limits) and
retention of debt headroom.
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Key risks (2/4)
Vital’s financial performance is dependent on the maintenance of its tenancies and
their success. Vital is exposed to counterparty risk where 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’s tenants 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. Staffing shortages during
outbreaks, 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’s ability 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.
TENANTS AND RENTAL INCOME
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
AU/NZ exchange rate, may impact Vital’s earnings and asset values, to the extent that
they are not hedged or forecast.
FOREIGN EXCHANGE RISK
Vital is exposed to the building sector through its development pipeline. The building
sector has recently been experiencing a period of rapidly rising costs, which could
lead to increased costs for Vital. Further, in this environment, building sector participants
that are not able to manage rising costs may be forced into insolvency. This could
directly adversely affect Vital (through increased costs or delays) if one of the building
sector participants that it relies on became insolvent. Further, the insolvency of market
participants generally can create disruption and volatility in the market, which could
adversely affect Vital indirectly.
Vital attempts to mitigate these risks by limiting the proportion of its portfolio that is under
development at any one time to 10 – 15%. It also endeavours to ensure that it either
contracts on a fixed price basis or has the ability to pass increased costs through to
tenants wherever possible.
CONSTRUCTION COSTS AND BUILDING SECTOR STABILITY
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Key risks (3/4)
Valuations ascribed to any property are influenced by a number of factors including:
Supply and demand for property (in Vital’s case, typically healthcare properties);
General property market conditions; and
The ability to attract and implement economically viable rental arrangements.
Vital’s investment 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 valuers advise that
the valuations are reported on the basis of significant valuation uncertainty because they consider transactional
market 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’s income statement,
any decreases in value will have a negative impact on Vital’s income 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’s ability 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 realise if sold.
PROPERTY VALUATIONS
Vital’s ability to raise funds on favourable terms, or at all,
for future activities is dependent on a number of factors
including general economic, political, capital an d credit
market conditions. This includes Vital’s ability to be able to
refinance its existing debt facilities on terms which are no less
favourable than the current terms. If Vital is unable to raise
funds on favourable terms, or at all, Vital’s ability 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’s operating costs and impact its financial performance.
FUNDING
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Key risks (4/4)
FUTURE DISTRIBUTIONS
Distributions made by Vital are largely dependent
on the rent 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’s portfolio;
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
second half of FY22 financial year of 4.875 cents
per unit (representing 9.75 cents per unit on an
annualised basis). That view is based on Vital’s
business 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 related 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.
Vital is a managed investment scheme registered under the
Financial Markets Conduct Act 2013. As a result, Vital does
not engage or 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’s portfolio 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
its financial 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 it delivers to its investors may decline.
RELIANCE ON MANAGEMENT SERVICES AND KEY PERSONNEL
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International offer restrictions
United States
This document must not be distributed or released in the
United States. The New Units have not been, and will
not be, registered under the U.S. Securities Act of 1933,
as amended (the U.S. Securities Act) or the securities
laws of any state or other jurisdiction of the United States.
Accordingly, the New Units may not be offered or sold,
directly or indirectly, in the United States, unless they have
been registered under the U.S. Securities Act, or are offered
and sold in a transaction exempt from, or not subject to, the
registration requirements of the U.S. Securities Act and any
other applicable state securities laws.
Permitted jurisdictions
This document does not constitute an offer of New Units in
any jurisdiction in which it would be unlawful. In particular,
this document may not be distributed to any person, and
the New Units may not be offered or sold, in any country
outside New Zealand except to the extent permitted below.
Australia
This document and the offer of New Units are only made
available in Australia to persons to whom an offer relating
to the issue of financial products can be made without the
requirement to provide a product disclosure statement in
accordance with sections 761G (wholesale clients) and
1012B of the Australian Corporations Act 2001 (Cth) (the
“Corporations Act”). This document is not a prospectus,
product disclosure statement or any other formal “disclosure
document” for the purposes of Australian law and is not
required to, and does not, contain all the information
which would be required in such a "disclosure document"
under Australian law. This document has not been and will
not be lodged or registered with the Australian Securities
& Investments Commission or the Australian Securities
Exchange and Vital is not subject to the continuous
disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this
document as legal, business or tax advice nor as financial
product advice for the purposes of Chapter 7 of the
Corporations Act. Investors in Australia should be aware
that the offer of New Units for resale in Australia within 12
months of their issue may, under sections 1012C(3) and
(6) of the Corporations Act, require provision of a product
disclosure statement under Part 7.9 of the Corporations Act
if the New Units are sold to a person as a retail client and
none of the exemptions in sections 1012D or 1012DA of the
Corporations Act apply to the re-sale.
Hong Kong
WARNING: This document has not been, and will not
be, authorised by the Securities and Futures Commission
in Hong Kong pursuant to the Securities and Futures
Ordinance (Cap. 571) of the Laws of Hong Kong (the
"SFO"). No action has been taken in Hong Kong to
authorize this document or to permit the distribution of this
document or any documents issued in connection with it.
Accordingly, the New Units have not been and will not be
offered or sold in Hong Kong other than to “professional
investors" (as defined in the SFO and any rules made
under that ordinance).
No advertisement, invitation or document relating to the
New Units has been or will be issued, or has been or
will be in the possession of any person for the purpose of
issue, in Hong Kong or elsewhere that is directed at, or the
contents of which are likely to be accessed or read by, the
public of Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with respect to
the New Units which are or are intended to be disposed of
only to persons outside Hong Kong or only to professional
investors.
The contents of this document have not been reviewed by
any Hong Kong regulatory authority. You are advised to
exercise caution in relation to the offer. If you are in doubt
about any of the contents of this document, you should
obtain independent professional advice.
Singapore
This document has not been registered as a prospectus
with the Monetary Authority of Singapore ("MAS") and,
accordingly, statutory liability under the Securities and
Futures Act, Chapter 289 of Singapore (the "SFA") in
relation to the content of prospectuses does not apply,
and you should consider carefully whether the investment is
suitable for you. Vital is not a collective investment scheme
authorised under Section 286 of the SFA or recognised by
the MAS under Section 287 of the SFA and the New Units
are not allowed to be offered to the retail public.
This document and any other document or material
in connection with the offer or sale, or invitation for
subscription or purchase of the New Units may not be
circulated or distributed, nor may the New Units be
offered or sold, or be made the subject of an invitation
for subscription or purchase, whether directly or indirectly,
to persons in Singapore except to "institutional investors"
(as defined in the SFA), or otherwise pursuant to, and in
accordance with the conditions of, any other applicable
provisions of the SFA.
This document has been given to you on the basis that
you are (i) an "institutional investor" (as defined under the
SFA) or (ii) an "accredited investor" (as defined under the
SFA). In the event that you are not an "institutional investor"
or "accredited investor", please return this document
immediately. You may not forward or circulate this
document to any other person in Singapore.
Switzerland
The offering of the New Units in Switzerland is exempt from
requirement to prepare and publish a prospectus under
the Swiss Financial Services Act ("FinSA") because such
offering is made to professional clients within the meaning
of the FinSA only, except to professional clients which
qualify as such as a result of their election not to be treated
as private clients, but as professional clients, and the New
Units will not be admitted to trading on any trading venue
(exchange or multilateral trading facility) in Switzerland.
This document does not constitute a prospectus or a
similar communication pursuant to the FinSA, and no
such prospectus has been or will be prepared for or in
connection with the offering of the New Units.
Neither this document nor any other offering or marketing
material relating to the offering, Vital or New Units have
been or will be filed with or approved by any Swiss
regulatory authority. In particular, this document will not be
filed with, and the offer of New Units will not be supervised
by, the Swiss Financial Market Supervisory Authority
("FINMA") or any Licensed Review Body according to the
FinSA. The offering has not been and will not be authorised
under the Swiss Federal Act on Collective Investment
Schemes ("CISA") or under the FinSA. Accordingly, the
investor protection afforded to acquirers of interests in
collective investment schemes under the CISA does not
extend to acquirers of the New Units.
VITAL HEALTHCARE PROPERTY TRUST
|
$200M CAPITAL RAISING
|
19
www.vhpt.co.nz
Thank you
---
Vital Healthcare Property TrustBrand Identity Guidelines Version 1
28 April 2022
1 FOR 8.54
ACCELERATED ENTITLEMENT
OFFER OF ORDINARY UNITS
Offer Document
GO TO WWW.VITALUNITOFFER.CO.NZ FOR MORE INFORMATION AND TO APPLY ONLINE.
This is an important document. You should read the whole document including, in particular, the letter from the Chair
and other information available through NZX under the ticker ‘VHP’ before deciding what action to take with your
Entitlements. If you have any doubts as to what you should do, please consult your broker, financial, investment or other
professional adviser.
This Offer Document may not be distributed outside New Zealand except to certain institutional and professional investors
in such other countries and to the extent contemplated in this Offer Document.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
2
Contents
3 IMPORTANT INFORMATION
6 CHAIR'S LETTER
9 KEY TERMS OF THE OFFER
12 KEY DATES
13 DETAILS OF THE OFFER
21 GLOSSARY
25 DIRECTORY
vitalunitoffer.co.nz
3
Important Information
GENERAL INFORMATION
This Offer Document has been prepared by NorthWest Healthcare
Properties Management Limited (Manager) in its capacity as the
manager of Vital Healthcare Property Trust (Vital) in connection
with a 1 for 8.54 accelerated pro rata entitlement offer (the Offer)
of new ordinary units (New Units). The Offer is made to Eligible
Unitholders in New Zealand pursuant to the exclusion in clause 19
of schedule 1 of the New Zealand Financial Markets Conduct Act
2013 (the FMCA). As a result, it is important for Eligible Unitholders
to read and understand the information on Vital and the Offer
made publically available, prior to accepting all or part of their
Entitlement.
This Offer Document is not a product disclosure statement or
prospectus for the purposes of the FMCA or any other law, has
not been lodged with the FMA and does not contain all of the
information that an investor would find in a product disclosure
statement or prospectus or which may be required in order to make
an informed investment decision about the Offer or Vital.
FURTHER IMPORTANT INFORMATION
A presentation providing further important information in relation
to Vital and the Offer has been published by the Manager on 28
April 2022 (the Investor Presentation). A copy of the Investor
Presentation and other information released on 28 April 2022 are
available at www.nzx.com under the ticker code "VHP".
The Investor Presentation describes the rationale for the Offer and
explains in more detail the expected impact of the Offer on Vital’s
financial position, including a non-exhaustive summary of certain
key risks associated with Vital and the Offer.
You should read the Investor Presentation in full, as it contains
important information to assist you in making an investment decision
in respect of the Offer. In particular, you should read and consider
pages 15 to 18 of the Investor Presentation (Key risks) before
making an investment decision.
ADDITIONAL INFORMATION AVAILABLE
UNDER CONTINUOUS DISCLOSURE
OBLIGATIONS
The Manager is subject to continuous disclosure obligations under
the Listing Rules which require it to notify certain material information
to NZX. Market releases by the Manager are available at www.
vhpt.co.nz or www.nzx.com under the ticker code "VHP".
In particular, the Manager recommends that you read its market
announcements (together with the materials attached to those
announcements) regarding:
• the Offer announced on 28 April 2022 (including the Investor
Presentation accompanying that announcement);
• Vital’s half year results released on 24 February 2022;
• the announcement released on 16 February 2022 relating
to Vital’s acquisition of a multi-stage development site in
Campbelltown, Western Sydney;
• the announcement released on 9 February 2022 relating to
Vital’s acquisition of land adjacent to Vital’s existing asset, The
Hills Clinic;
• Vital’s most recent managed investment scheme annual
report (for the period ended 30 June 2021) released on 22
September 2021; and
• Vital's most recent annual report (for the year ended 30 June
2021) released on 12 August 2021.
Vital may, during the period of the Offer, make additional releases
to NZX. Unitholders should monitor Vital's market announcements
during the period of the Offer.
To the maximum extent permitted by law, no release by Vital to
NZX will permit an applicant to withdraw any previously submitted
Application without the Manager's prior written consent, whether or
not there has been any permissible variation of the Offer.
MARKET RISK
The market price for the Units may change materially between
the date this Offer opens, the date you apply for New Units
under the Offer, and the date on which the Units are allotted to
you. Accordingly:
• the price paid for New Units may be higher or lower than the
price at which Units are trading on the NZX Main Board at
the time Units are issued under the Offer;
• the market price of New Units following allotment may be
higher or lower than the Offer Price; and
• it is possible that up to or after the relevant allotment date of
New Units you may be able to buy Units at a lower price than
the Offer Price.
Any changes in the market price of Units will not affect the
Offer Price.
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
4
WITHDRAWAL AND DATE CHANGES
Subject to compliance with all applicable laws, the Manager
reserves the right at its absolute discretion to:
• withdraw all or any part of the Offer (either generally or in
particular cases) (for example, the Institutional Entitlement
Offer could proceed but the Retail Entitlement Offer could be
withdrawn) and the issue of New Units under the Offer; and/
or
• alter any dates set out in this Offer Document.
FORWARD LOOKING STATEMENTS
This Offer Document contains certain 'forward-looking statements'
such as indications of, and guidance on, future earnings and
financial position and performance. Forward-looking statements
can generally be identified by the use of forward-looking words
such as, 'expect', 'anticipate', 'likely', 'intend', 'could', 'may', 'predict',
'plan', 'propose', 'will', 'believe', 'forecast', 'estimate', 'target',
'outlook', 'guidance' and other similar expressions and include
statements regarding the timetable, conduct and outcome of the
Offer and the use of the proceeds thereof and statements about
the plans, objectives, strategies, indications or estimates of, and
guidance or outlook on, future earnings, financial performance,
outlook or distributions of Vital.
Such forward-looking statements are not guarantees or predictions
of future performance and involve known and unknown risks,
uncertainties and other factors, many of which are beyond the
control of Vital, and may involve significant elements of subjective
judgement and assumptions as to future events which may or
may not be correct. There can be no assurance that actual
outcomes will not materially differ from these forward-looking
statements. A number of important factors could cause actual
results or performance to differ materially from the forward-looking
statements.
The forward-looking statements are based on information available
to the Manager as at the date of this Offer Document. Except as
required by law or regulation (including the NZX Listing Rules), Vital
undertakes no obligation to provide any additional or updated
information whether as a result of new information, future events
or results or otherwise. You are strongly cautioned not to place
undue reliance on any forward-looking statements, such as
indications of, and guidance on, future earnings and financial
position and performance in any market releases made by the
Manager.
OFFERING RESTRICTIONS
This Offer Document is intended for use only in connection with:
• the Offer to Eligible Retail Unitholders; and
• the Offer to Eligible Institutional Unitholders with an address
recorded in Vital’s register of Unitholders which is in New
Zealand, Australia, Switzerland, Hong Kong or Singapore (to
Unitholders that are not in the United States or are not acting
for the account or benefit of a person in the United States) as
at 5.00pm on the Record Date.
This Offer Document does not constitute an offer or invitation in any
place in which, or to any person to whom, it would not be lawful to
make such an offer or invitation.
No action has been taken to permit a public offering of the New
Units in any jurisdiction outside New Zealand in circumstances
in which the Offer or distribution of this Offer Document would
be unlawful. The distribution of this Offer Document (including
an electronic copy) in a jurisdiction outside New Zealand may
be restricted by law and persons who come into possession of it
(including nominees, trustees or custodians) should seek advice on
and observe any such restrictions. Any failure to comply with such
restrictions may contravene applicable securities law. The Manager
disclaims all liability in respect of any such contravention by any
other person.
Neither this Offer Document nor any enclosed or accompanying
NZX announcements may be released or distributed in the
United States. This Offer Document and any accompanying NZX
announcements do not constitute an offer to sell, or the solicitation
of an offer to buy, any securities in the United States or to any
person who is acting for the account or benefit of any person in the
United States (to the extent such person is acting for the account or
benefit of a person in the United States), or in any other jurisdiction
in which such an offer would be illegal. The Entitlements and the
New Units have not been, and will not be, registered under the U.S.
Securities Act or the securities laws of any state or other jurisdiction
of the United States. The Entitlements may not be issued to, or taken
up or exercised by, and the New Units may not be offered or sold
to, persons in the United States or persons who are acting for the
account or benefit of a person in the United States (to the extent
such person is acting for the account or benefit of a person in the
United States). Neither the Entitlements nor the New Units may be
offered, sold or resold, directly or indirectly, in the United States
or to persons acting for the account or benefit of a person in the
United States (to the extent such persons hold securities and are
acting for the account or benefit of a person in the United States)
except in transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and the applicable securities
laws of any state or other jurisdiction of the United States.
vitalunitoffer.co.nz
5
No person may subscribe for, purchase, offer, sell, distribute or
deliver the New Units, or be in possession of, or distribute to any
other person, any offering material or any documents in connection
with the New Units, in any jurisdiction other than in compliance with
all applicable laws and regulations. Without limiting the foregoing,
this Offer Document may not be sent into or distributed in the United
States.
If you come into possession of this Offer Document, you should
observe any such restrictions. Any failure to comply with such
restrictions may contravene applicable securities law. The Manager
disclaims all liability in respect of any such contravention by any
other person.
DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not constitute a
recommendation to acquire or invest in New Units and is not
financial product advice to you or any other person. This Offer
Document has been prepared without taking into account your
investment objectives, financial or taxation situation or particular
needs or circumstances.
Before deciding whether to invest in New Units, you must make your
own assessment of the risks associated with an investment in Vital
(including the summary of key risks on pages 15 to 18 of the Investor
Presentation (Key risks)), and consider whether such an investment
is suitable for you having regard to publicly available information
(including the Investor Presentation), your personal circumstances
and following consultation with a financial or other professional
adviser. Please read this Offer Document carefully and in full before
making that decision.
You acknowledge and agree that determination of eligibility of
investors for the purposes of the Offer is determined by reference
to a number of matters, including legal regimes and the discretion
of the Manager and the Joint Lead Managers. The Manager and
the Joint Lead Managers disclaim any duty or liability (including
for negligence) in respect of the exercise of that discretion, to the
maximum extent permitted by law.
NO GUARANTEE
No person named in this Offer Document (nor any other person)
guarantees the New Units to be issued pursuant to the Offer or
warrants the future performance of Vital or any return on any
investment made pursuant to this Offer Document.
PRIVACY
Any personal information you provide in your Application will be
held by the Manager and/or the Registrar at the addresses set
out in the Directory. The Manager and/or the Registrar may store
your personal information in electronic format, including in online
storage on a server or servers which may be located in New
Zealand or overseas. This information will be used for the purposes
of administering your investment in Vital.
This information will only be disclosed to third parties with your
consent or if otherwise required by law. Under the Privacy Act
2020, you have the right to access and correct any personal
information held about you.
ENQUIRIES
Enquiries about the Offer can be directed to a NZX Primary
Market Participant, or your solicitor, accountant or other
professional adviser. If you are an Eligible Retail Unitholder and
have any questions about the number of Offer Units shown in the
"Acceptance" section of the Offer website, or how to apply online,
please contact the Registrar as set out in the Directory.
TIMES, CURRENCY AND LAWS
Unless otherwise stated, all references in this Offer Document
to times and dates are to times and dates in New Zealand, all
references to currency are to New Zealand dollars, and all
references to applicable statutes and regulations are references to
New Zealand statutes and regulations.
DEFINED TERMS
Capitalised terms used in this Offer Document have the specific
meaning given to them in the Glossary at the back of this Offer
Document or in the relevant section of this Offer Document. Words
importing the plural include the singular and vice versa.
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
6
Chair's Letter
Dear Unitholder,
VITAL EQUITY RAISING
On behalf of the Board, it is my pleasure to invite you to participate in Vital’s 1 for 8.54 accelerated entitlement offer announced to the market
on 28 April 2022. We intend to raise approximately NZ$200 million through the Offer.
You have the opportunity to subscribe for 1 New Unit at an Offer Price of NZ$2.95 for every 8.54 Units you own at 5.00pm on 29 April 2022.
The Offer Price of NZ$2.95 represents:
• a 5.4% discount to Vital's closing unit price of NZ$3.12 on NZX on 27 April 2022 (being the last trading day before the Offer was
announced); and
• a 4.9% discount to the Theoretical Ex Rights Price
1
of NZ$3.10.
The Offer Price is the same price for both the Institutional Entitlement Offer and the Retail Entitlement Offer.
You can choose to take up your Entitlement in whole, in part or not at all. Entitlements cannot be traded or sold on the NZX Main Board, nor can
they be traded privately.
In addition to being able to take up their Entitlement, Eligible Retail Unitholders who take up their Entitlement in full may apply for additional
New Units not taken up by other retail unitholders. Any applications for additional New Units will go into the Bookbuild in respect of the Retail
Entitlement Offer, which will also involve Institutional Investors.
If you do not take up any of your Entitlements, your unitholding in Vital will be diluted by 10.5%.
Any New Units attributable to entitlements that are not taken up by Eligible Unitholders, or which are attributable to entitlements that would
have been issued to Ineligible Unitholders had they been entitled to participate, will be offered through two Bookbuilds run by the Joint Lead
Managers. There will be one Bookbuild in respect of the Institutional Entitlement Offer and one Bookbuild in respect of the Retail Entitlement
Offer.
Any proceeds in excess of the Offer Price under the Bookbuilds (a Premium) will be paid (net of any amounts required to be withheld) on a
pro rata basis to those Unitholders who do not take up all of their entitlements or who are not eligible to do so under each of the Institutional
Entitlement Offer and the Retail Entitlement Offer, respectively. There is no guarantee that there will be any Premium realised for the entitlements
offered for sale in the Bookbuilds, and the Premium realised (if any) in one Bookbuild may be different from the Premium realised (if any) in the
other Bookbuild.
SOUTH ISLAND ACQUISITIONS
Vital has entered agreements to acquire its first South Island properties.
• Kawarau Park, Queenstown: (Purchase price $95 million) A newly developed health precinct with a weighted average lease expiry
(WALE) of 8.7 years that includes Queenstown's only private hospital benefitting from Queenstown's favourable demographics. The
precinct has six individual high quality buildings and immediate additional development potential. The anchor tenant is a hospital operated
as a joint venture between Southern Cross Hospitals and Central Lakes Trust, with other tenants including nationwide healthcare providers
Pacific Radiology (subsidiary of NZX-listed Infratil) and NZX-listed Green Cross Health. The fully let blended yield is expected to be
~4.5%
2
with 40% of leases (by income) subject to rental increases to the greater of CPI and market.
1. Theoretical Ex-Rights Price (TERP) is the theoretical price at which Vital Units should trade at immediately after the ex-date of the Offer. TERP is a theoretical calculation only and the
actual price at which Vital Units will trade immediately after the ex-date for the Offer will depend on many factors and may not be equal to TERP. TERP is calculated with reference to
Vital's closing Unit price of NZ$3.12 on 27 April 2022 (being the last trading day before the Offer was announced).
2. Excludes ~ $4m of development land.
vitalunitoffer.co.nz
7
• 68 St Asaph Street, Christchurch: (Purchase price $50.7 million
3
) A large, modern ambulatory care (maternity) and life sciences site,
part of one of New Zealand's key health precincts and located 300 metres from Christchurch Hospital. The WALE is 8.5 years and the
property provides an expected net operating income yield of ~5.1%.
4
Existing tenants include the Canterbury District Health Board
5
and life
sciences corporate, Syft Technologies with the balance (~30% of net lettable area) available for lease and subject to a 24-month vendor
rental underwrite.
The Christchurch acquisition settled on 1 April 2022. Completion of the Queenstown acquisition is subject to a number of conditions, including
the completion of due diligence, board and supervisor approval and the tenant at the property agreeing to waive pre-emptive rights to
purchase the property and approving Vital as the purchaser.
AUCKLAND HOSPITAL ACQUISITION AND DEVELOPMENTS
Vital proposes to acquire and expand a hospital in Auckland and to expand another Auckland hospital it already owns.
• Endoscopy Auckland, Epsom: (Purchase price $22.2 million; estimated development costs ~$21.6 million) Vital has agreed terms
to acquire land and buildings at 148 Gillies Avenue and 22-24 Kipling Avenue, Epsom. Currently, the properties comprise an existing
endoscopy facility and residential units on ~4,000sqm of land. The hospital business is jointly owned by Healthcare Holdings and Evolution
Healthcare. Terms have been agreed to utilise the vacant land at 22 Kipling Ave and develop a new day surgery and endoscopy facility,
with the existing facility expanding surgery capacity. The initial yield on the purchase price is estimated to be ~4.75%, expected to increase
to a ~5.1% yield as a result of development spend. The existing buildings will be tenanted for an initial term of 20 years from settlement and
the new hospital will be pre-leased for 20 years from completion.
• Ormiston Hospital, Auckland: (estimated development costs ~$40 million
6
) Ormiston Hospital is an existing ~5,000sqm Vital owned
asset leased to Ormiston Surgical Endoscopy Limited (~50% owned by Southern Cross Hospitals). Terms have been agreed with the
tenant to develop a new ~4,500 sqm, 3 level building linked to the existing ~5,000 sqm, 3 level building by an air bridge. On completion,
the new facility will be leased for 20 years with the lease of the existing facility also extended to 20 years (an ~18.5 year extension). The
estimated net yield on development cost is 5.5%.
Terms have been agreed and Vital is finalising transaction documents with the relevant counterparties. The development and acquisition
agreements will be conditional on Board, supervisor and other customary and regulatory approvals.
PURPOSE OF THE OFFER
The net proceeds of the Offer will be used to repay debt incurred for recently announced acquisitions and developments, including those
announced today.
Vital’s pro forma gearing
7
will be 33.8% upon completion of the Offer, the acquisitions and initial development spend referred to above and the
other transactions announced in calendar year 2022.
The Board reconfirms Vital’s previously released AFFO guidance of at least 11.9 cents per unit and second half FY22 distribution
guidance of 2.4375 cents per unit per quarter (9.75 cents per unit on an annualised basis).
3. Excludes transaction costs and a ~$7m fit-out loan to Canterbury DHB which is repayable over 10 years.
4. Excludes $5m of development land and fees but including the fit-out loan.
5. Lease commences 1 August 2022.
6. Includes allocation of land (already owned by Vital) and unrentalised development fees.
7. Debt to Gross Assets calculated in accordance with Vital’s Trust Deed.
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
8
HOW YOU CAN PARTICIPATE IN THE OFFER
Participation in the Offer is optional. We encourage you to read the Offer Document and seek investment advice from a suitably qualified
professional adviser before you consider investing in the New Units.
If you decide to participate in the Offer, please complete an online application at www.vitalunitoffer.co.nz and pay for your New Units before
5.00 pm (NZ time) on 16 May 2022.
Instructions on how to make payment can be found on the Offer website at www.vitalunitoffer.co.nz.
FURTHER INFORMATION
We also encourage you to read through all of Vital's recent announcements, particularly the Interim Results released on 24 February 2022
and the Investor Presentation and other materials released in respect of the Offer on 28 April 2022 at www.nzx.com under the ticker code
"VHP" or available at www.vhpt.co.nz. In particular, you should read and consider pages 15 to 18 of the Investor Presentation ("Key risks") for
a non-exhaustive summary of certain key risks associated with Vital and the Offer before making an investment decision. You can also access
information regarding the Offer at www.vitalunitoffer.co.nz.
If you have any questions about the Offer, please call the Vital Investor Information Line on 0800 650 034 (toll free within New Zealand) from
8.30am to 5.00pm Monday to Friday (excluding public holidays), or contact your financial adviser or other professional adviser.
NorthWest has committed to participate in the Offer by taking up its Entitlement to subscribe for $55m of New Units, representing its pro rata
27.5% holding in Vital. The balance of the Offer has been underwritten by the Underwriters.
On behalf of the Board, thank you for your continued support, and we welcome your consideration of, and participation in, the Offer.
Yours sincerely,
Graham Stuart
Independent Chair
NorthWest Healthcare Properties Management Limited
vitalunitoffer.co.nz
9
vitalunitoffer.co.nz
Key Terms of the Offer
vitalunitoffer.co.nz
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
10
ISSUER
Vital Healthcare Property Trust
OFFER
Institutional Entitlement Offer and Retail Entitlement Offer
A pro rata entitlement offer of 1 New Unit for every 8.54 Existing Units held by Eligible
Unitholders at 5.00pm on the Record Date (with fractional entitlements being rounded down
to the nearest New Unit). A shorter than usual offer period will apply to Eligible Institutional
Unitholders under the Institutional Entitlement Offer, which will occur over the Business Day on
which the Offer is announced. If an Eligible Unitholder does not take up its Entitlements in full, its
percentage unitholding will be reduced as a result of the Offer.
Institutional Bookbuild and Retail Bookbuild
Entitlements cannot be traded on the NZX Main Board or privately transferred.
However, New Units attributable to Entitlements not taken up by Eligible Unitholders or which
would have been issued to Ineligible Unitholders had they been entitled to participate will be
offered for sale through Bookbuilds run by the Joint Lead Managers.
Any Premium realised for those New Units in the Bookbuilds will be paid (net of any amounts
required to be withheld) on a pro rata basis to those Unitholders who do not take up all of their
Entitlements or who are ineligible to do so by virtue of being an Ineligible Unitholder.
In addition to being able to take up their Entitlement, Eligible Retail Unitholders who take up
their Entitlement in full may also apply for additional New Units offered in the Retail Bookbuild.
Any applications for additional New Units will go into the Bookbuild in respect of the Retail
Entitlement Offer, which will also involve Institutional Investors.
Bookbuilds
There will be two Bookbuilds. Firstly there will be a Bookbuild for the Institutional Entitlement
Offer, with any Institutional Premium realised for the Entitlements in the Institutional Bookbuild
shared by Eligible Institutional Unitholders who do not take up all of their Entitlements and
Ineligible Institutional Unitholders. There will also be a separate Bookbuild for the Retail
Entitlement Offer, with any Retail Premium realised for the Entitlements in the Retail Bookbuild
shared by Eligible Retail Unitholders who do not take up all of their Entitlements and Ineligible
Retail Unitholders.
There is no guarantee that there will be any Premium realised for the Entitlements offered for
sale in the Bookbuilds, and the Premium realised (if any) in one Bookbuild may be different
from the Premium realised (if any) in the other Bookbuild.
OFFER PRICE
NZ$2.95 per New Unit.
UNITS CURRENTLY ON ISSUE
579,044,011 Existing Units.
MAXIMUM NUMBER OF
NEW UNITS BEING OFFERED
67,803,748 New Units (subject to rounding).
vitalunitoffer.co.nz
11
OFFER SIZE
The approximate amount to be raised under the Offer is NZ$200 million.
NEW UNITS
The same class as (and ranking equally with) Existing Units.
ELIGIBLE RETAIL UNITHOLDER
A Unitholder as at 5.00pm on the Record Date:
(a) with an address recorded in Vital’s register of Unitholders which is in New Zealand; and
(b) who is not an Eligible Institutional Unitholder or an Ineligible Institutional Unitholder,
provided that such Unitholder is not in the United States and is not acting for the account or
benefit of a person in the United States (or, in the event that such Unitholder is acting for the
account or benefit of a person in the United States, it is not participating in the Offer in respect
of that person).
ELIGIBLE INSTITUTIONAL
UNITHOLDER
A Unitholder as at 5.00pm on the Record Date:
(a) with an address recorded in Vital’s register of Unitholders which is in New Zealand,
Australia, Switzerland, Hong Kong or Singapore;
(b) who is an Institutional Investor (or a nominee of an Institutional Investor); and
(c) who is invited to participate in the Institutional Entitlement Offer,
provided that such Unitholder is not in the United States, and it does not include any Unitholder
who the Manager and the Joint Lead Managers agree will be an Ineligible Institutional
Unitholder for the purposes of the Offer. NorthWest is also an Eligible Institutional Unitholder.
NORTHWEST
PRE-COMMITMENT
NorthWest has committed, on behalf of its owned and controlled entities, to participate in
the Offer by taking up its Entitlement to subscribe for $55m of New Units, representing its
pro rata 27.5% holding in Vital. NorthWest will do this by participating in the Institutional
Entitlement Offer.
HOW TO APPLY
Eligible Retail Unitholder:
An application by an Eligible Retail Unitholder must be made (together with payment) using the
online application form at www.vitalunitoffer.co.nz.
Eligible Institutional Unitholders:
The Joint Lead Managers will contact Eligible Institutional Unitholders and advise them of the
terms and conditions of participation in the Offer and to confirm their application process.
UNDERWRITING
The Offer is fully underwritten through a combination of the Underwriters’ commitments in the
Underwriting Agreement and NorthWest’s pre-commitment to subscribe for $55m of New
Units, representing its pro rata 27.5% holding in Vital.
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
12
Key Dates
KEY EVENTDATE
*
Trading halt commences on NZXThursday, 28 April 2022
Institutional Entitlement Offer opens at 10.00amThursday, 28 April 2022
Institutional Entitlement Offer closes at 5.00pmThursday, 28 April 2022
Institutional Bookbuild opens at 10.00amFriday 29, April 2022
Institutional Bookbuild closes at 3.00pmFriday 29, April 2022
Record Date 5.00pmFriday 29, April 2022
Announce Institutional Bookbuild pricing and results of Institutional Entitlement Offer (pre-market open)
Trading halt lifted by open of trading on NZX Main Board
Monday, 2 May 2022
Settlement of Institutional Entitlement Offer and Institutional Bookbuild on NZX Main Board and
commencement of trading of allotted New Units on the NZX Main Board
Friday, 6 May 2022
*The dates above (and any references to them in this Offer Document) are subject to change and are indicative only. All times and dates refer to New Zealand time (unless otherwise
specified). The Manager reserves the right to amend the timetables (including by extending the closing dates for the Offer or accepting late applications, either generally or in particular
cases) subject to applicable laws and the NZX Listing Rules. Any extension of the closing dates for the Offer will have a consequential effect on the issue date of New Units.
KEY EVENTDATE
*
Record Date 5.00pmFriday 29, April 2022
Retail Entitlement Offer opens at 10.00amTuesday, 3 May 2022
Retail Entitlement Offer closes at 5.00pmThursday, 12 May 2022
Announce results of Retail Entitlement OfferMonday, 16 May 2022
Trading halt commences on the NZX Main Board (pre-market open)Monday, 16 May 2022
Retail Bookbuild opens at 10.00amMonday, 16 May 2022
Retail Bookbuild closes at 3.00pmMonday, 16 May 2022
Announce results of Retail Bookbuild (pre-market open)
Trading halt lifted by open of trading on NZX Main Board
Tuesday, 17 May 2022
Settlement of Retail Entitlement Offer and Retail Bookbuild on NZX Main Board and commencement of
trading of allotted New Units on the NZX Main Board
Thursday, 19 May 2022
Despatch of holding statements for New Units issued under the Retail Entitlement OfferMonday, 23 May 2022
Applicants are encouraged to apply via the online application process as soon as possible. No cooling-off rights apply to applications
submitted under the Offer.
*The dates above (and any references to them in this Offer Document) are subject to change and are indicative only. All times and dates refer to New Zealand time (unless otherwise
specified). The Manager reserves the right to amend the timetables (including by extending the closing dates for the Offer or accepting late applications, either generally or in particular
cases) subject to applicable laws and the NZX Listing Rules. Any extension of the closing dates for the Offer will have a consequential effect on the issue date of New Units.
Institutional Entitlement Offer and Institutional Bookbuild
Retail Entitlement Offer and Retail Bookbuild
This timetable is relevant to participants in the Institutional Entitlement Offer and Institutional Bookbuild. Eligible Retail Unitholders should refer to
the important dates for the Retail Entitlement Offer and Retail Bookbuild below.
This timetable is relevant to participants in the Retail Entitlement Offer and Retail Bookbuild. Eligible Institutional Unitholders should refer to the
important dates for the Institutional Entitlement Offer and Institutional Bookbuild set out above.
vitalunitoffer.co.nz
13
Details of the Offer
vitalunitoffer.co.nz
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
14
THE OFFER
The Offer is an offer of New Units to Eligible Unitholders under an
accelerated pro rata entitlement offer. Under the Offer, Eligible
Unitholders are entitled to subscribe for 1 New Unit for every 8.54
Existing Units held at 5.00pm on the Record Date. The New Units
will be the same class as, and will rank equally with, Existing Units
which are quoted on the NZX Main Board. It is a term of the Offer
that the Manager will take any necessary steps to ensure that the
New Units are, immediately after issue, quoted on the NZX Main
Board.
The maximum number of New Units being offered under the Offer is
67,803,748 New Units (subject to rounding).
The Manager expects to raise a total of approximately NZ$200
million (before costs) through the Offer.
NorthWest has committed, on behalf of its owned and controlled
entities, to participate in the Offer by taking up its Entitlement to
subscribe for $55m of New Units, representing its pro rata 27.5%
holding in Vital. NorthWest will do this by participating in the
Institutional Entitlement Offer. The balance of the Offer has been
underwritten by the Underwriters.
The number of New Units to which an Eligible Unitholder is entitled
under an Entitlement will, in the case of fractions, be rounded down
to the nearest whole number.
OFFER PRICE
The Offer Price is NZ$2.95 per New Unit and must be paid in full
on application.
Payment of the Offer Price for the Retail Entitlement Offer must be
made in accordance with the online application process.
Applications must be made by Eligible Retail Unitholders online at
www.vitalunitoffer.co.nz.
Application monies received will be held in a trust account with
the Registrar until the corresponding New Units are allotted or the
application monies are refunded. Interest earned on the application
monies will be for the benefit, and remain the property, of the
Manager and will be retained by the Manager whether or not the
issue of New Units takes place.
Any refund of application monies will be made without interest and
within 10 Business Days of allotment or the date that the decision
not to accept an application is made (as the case may be). Refunds
will not be paid for any difference arising solely due to rounding or
where the aggregate amount of the refund payable to the relevant
Unitholder is less than NZ$5.00.
DECISION TO PARTICIPATE
The information in this Offer Document does not constitute a
recommendation to invest in New Units and is not financial product
advice. This Offer Document has been prepared without taking into
account the investment objectives, financial or taxation situation or
particular needs or circumstances of any applicant.
Before deciding whether to invest in New Units, you must make
your own assessment of the risks associated with an investment in
Vital (including the summary of key risks on pages 15 to 18 of the
Investor Presentation (Key Risks)), and consider whether such an
investment is suitable for you having regard to publicly available
information (including the Investor Presentation and the publicly
available information referred to in the Important Notice in this Offer
Document), your personal circumstances and following consultation
with a financial or other professional adviser. You can also access
information, including the Investor Presentation and announcements
regarding the Offer at www.vitalunitoffer.co.nz.
WITHDRAWAL AND LATE APPLICATIONS
Subject to compliance with all applicable laws, the Manager
reserves the right to withdraw the Offer (or any of the Institutional
Entitlement Offer, Institutional Bookbuild, Retail Entitlement Offer or
Retail Bookbuild, and irrespective of whether or not all of them are
withdrawn), either generally or in particular cases, at any time at its
absolute discretion.
The Manager may accept late applications and application
monies, either generally or in particular cases, but has no obligation
to do so. The Manager may accept or reject (at its discretion) any
online application which it considers to have been completed
incorrectly or correct any errors or omissions on any online
application.
If any application is not accepted, all applicable application
monies will be refunded without interest to the relevant Unitholder.
Refunds will not be paid where the aggregate amount of the refund
payable to relevant Unitholder is less than NZ$5.00.
Once submitted, and subject to all applicable law, an application
may not be withdrawn without the Manager's prior written consent.
OVERVIEW OF THE OFFER
As described in further detail below, the Offer comprises:
• the Institutional Entitlement Offer;
• the Institutional Bookbuild;
• the Retail Entitlement Offer; and
• the Retail Bookbuild.
PURPOSE OF THE OFFER
The net proceeds of the Offer will be used to repay debt incurred
for recently announced acquisitions and developments, including
those announced today.
Vital’s pro forma gearing
8
will be 33.8% upon completion of the
Offer, the acquisitions and initial development spend announced on
28 April 2022 and the other transactions announced in calendar
year 2022.
The Board reconfirms Vital’s previously released AFFO guidance
of at least 11.9 cents per unit and second half FY22 distribution
guidance of 2.4375 cents per unit per quarter (9.75 cents per unit
on an annualised basis).
8. Debt to Gross Assets calculated in accordance with Vital’s Trust Deed.
vitalunitoffer.co.nz
15
INSTITUTIONAL ENTITLEMENT OFFER
Overview of the Institutional Entitlement Offer
Vital is offering Eligible Institutional Unitholders the opportunity to
subscribe for 1 New Unit for every 8.54 Existing Units held as at
5.00pm on the Record Date, at an Offer Price of NZ$2.95 per
New Unit. This ratio and the Offer Price are the same as for the
Retail Entitlement Offer.
The Institutional Entitlement Offer opens at 10.00am on 28 April
2022 and closes on at 5.00pm on 28 April 2022 (subject to the
Manager's right to modify these dates).
Entitlements will not be quoted and cannot be traded on the NZX
Main Board or privately transferred. However, Ineligible Institutional
Unitholders, and Eligible Institutional Unitholders who have not taken
up their Entitlements in full, may receive some value in respect of
those Entitlements not taken up if an Institutional Premium is realised
under the Institutional Bookbuild. However, there is no guarantee
that any Premium will be realised, and any Institutional Premium may
be different from any Retail Premium.
Eligibility under the Institutional Entitlement Offer
The Institutional Entitlement Offer is only open to Eligible Institutional
Unitholders.
The Manager and the Joint Lead Managers will determine the
Unitholders who will be treated as Eligible Institutional Unitholders
for the purpose of determining the Unitholders to whom an offer of
New Units will be made under the Institutional Entitlement Offer.
To facilitate the NorthWest pre-commitment described above,
NorthWest will be treated as a single Eligible Institutional
Unitholder. NorthWest will procure that one of its owned or
controlled entities will participate in the Institutional Entitlement
Offer by taking up NorthWest’s Entitlement to subscribe for $55m
of New Units, representing its pro rata 27.5% holding in Vital.
In exercising their discretion, the Manager and the Joint Lead
Managers may have regard to a number of matters, including
legal and regulatory requirements and logistical and registry
constraints. The Manager and the Joint Lead Managers will
also agree on which Unitholders will be treated as Ineligible
Institutional Unitholders. To the maximum extent permitted by law,
the Manager and the Joint Lead Managers disclaim any duty or
liability (including for negligence) in respect of the exercise of their
discretion to determine the eligibility of Unitholders.
The Manager reserves the right to reject any application for New
Units under the Institutional Entitlement Offer that it considers comes
from a person who is not an Eligible Institutional Unitholder.
Acceptance of Entitlement under the Institutional
Entitlement Offer
The Joint Lead Managers will contact Eligible Institutional
Unitholders to inform them of the terms and conditions of
participation in the Institutional Entitlement Offer and seek
confirmation of their Entitlements under the Offer. Applications for
New Units by Eligible Institutional Unitholders can only be made in
accordance with that process. Applications in excess of an Eligible
Institutional Unitholder's Entitlement will not be accepted.
Entitlements are not rounded up to a minimum holding. The number
of New Units to which an Eligible Institutional Unitholder is entitled
under an Entitlement will, in the case of fractions of New Units, be
rounded down to the nearest whole number.
Institutional Bookbuild
New Units attributable to Entitlements that are not taken up by
Eligible Institutional Unitholders under the Institutional Entitlement
Offer (together with New Units attributable to Entitlements of
Ineligible Institutional Unitholders) will be offered under the
Institutional Bookbuild to Institutional Investors (which may include
Eligible Institutional Unitholders whether or not they take up their full
Entitlements under the Offer) and brokers.
The Institutional Bookbuild is expected to take place on 29
April 2022.
The Bookbuild Price under the Institutional Bookbuild will be equal
to or above the Offer Price.
The proceeds from each New Unit issued under the Institutional
Bookbuild (if any) will be paid as follows:
(a) Vital will receive the Offer Price for all New Units issued under
the Institutional Bookbuild; and
(b) any Institutional Premium will be paid to: (i) each Eligible
Institutional Unitholder who did not take up their Entitlement in
full (with respect to the part of the Entitlement they did not take
up only); and (ii) each Ineligible Institutional Unitholder (who
will be deemed to hold the number of Entitlements they would
have received if they were Eligible Institutional Unitholders
for the purpose of calculating the amount of any Institutional
Premium payable to them), in each case in proportion to their
holdings of Entitlements that were not taken up by them.
Allocations of New Units under the Institutional Bookbuild will be
determined by the Manager and the Joint Lead Managers.
For further details of how the Institutional Bookbuild will work, see
Bookbuilds on page17.
RETAIL ENTITLEMENT OFFER
Overview of the Retail Entitlement Offer
Vital is offering Eligible Retail Unitholders the opportunity to
subscribe for 1 New Unit for every 8.54 Existing Units held as at
5.00pm on the Record Date, at an Offer Price of NZ$2.95 per
New Unit. This ratio and the Offer Price are the same as for the
Institutional Entitlement Offer.
The Retail Entitlement Offer opens on 3 May 2022 and closes
on 12 May 2022 (subject to the Manager's right to modify these
dates).
Entitlements will not be quoted and cannot be traded on the NZX
Main Board or privately transferred. However, Ineligible Retail
Unitholders, and Eligible Retail Unitholders who have not taken up
their full Entitlements, may receive some value in respect of those
Entitlements not taken up if a Retail Premium is realised under the
Retail Bookbuild. However, there is no guarantee that any Premium
will be realised, and any Retail Premium may be different from any
Institutional Premium.
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
16
Eligibility under the Retail Entitlement Offer
The Retail Entitlement Offer is only open to Eligible Retail
Unitholders. The Retail Entitlement Offer does not constitute an offer
to any person who is not an Eligible Retail Unitholder (including any
Ineligible Retail Unitholder or Institutional Unitholder). In particular,
Unitholders who are in the United States or who are acting for the
account or benefit of a person in the United States (to the extent
such Unitholders are acting for the account or benefit of a person
in the United States) are not eligible to participate in the Retail
Entitlement Offer.
Any person allocated New Units under the Institutional Entitlement
Offer or Institutional Bookbuild does not have any entitlement to
participate in the Retail Entitlement Offer in respect of those New
Units.
The Manager reserves the right to reject any application for New
Units under the Retail Entitlement Offer that it considers comes from
a person who is not an Eligible Retail Unitholder.
Acceptance of Entitlement under the Retail Entitlement Offer
Applications for New Units by Eligible Retail Unitholders can only
be made via an online application at www.vitalunitoffer.co.nz.
Entitlements are not rounded up to a minimum holding. The number
of New Units to which an Eligible Retail Unitholder is entitled
under an Entitlement will, in the case of fractions of New Units, be
rounded down to the nearest whole number.
Eligible Retail Unitholders are not obliged to subscribe for any or
all of the New Units to which they are entitled under the Offer. They
may choose to take up all, part or none of their Entitlements.
Any person outside New Zealand who takes up an Entitlement in
the Retail Entitlement Offer (and therefore applies for New Units)
through a New Zealand resident nominee, and their nominee, will
be deemed to have represented and warranted to the Manager
that the Offer can be lawfully made to their nominee pursuant to this
Offer Document. None of the Manager, the Joint Lead Managers,
the Underwriters, the Registrar or any of their respective directors,
officers, employees, agents or advisers accept any liability or
responsibility to determine whether a person is eligible to participate
in this Offer. Any person in the United States or that is acting for the
account or benefit of a person in the United States is not permitted
to participate in the Retail Entitlement Offer.
Application to take up additional New Units
Eligible Retail Unitholders who have taken up their Entitlement in full
may apply for additional New Units that will be offered for sale
under the Retail Bookbuild. Eligible Retail Unitholders may apply for
these additional New Units as directed via the online application
platform and should specify the NZ$ amount of additional New
Units they wish to apply for at the Bookbuild Price. Any applications
for additional New Units will go into the Bookbuild in respect of the
Retail Entitlement Offer, which will also involve Institutional Investors.
Payment must be made for both the full Entitlement and any
additional New Units applied for.
The price for New Units under the Retail Bookbuild will be the
Bookbuild Price, which will be equal to or above the Offer Price.
Once the Bookbuild Price has been determined, the application
monies in respect of any applications for New Units in the Retail
Bookbuild by Eligible Retail Unitholders will be divided by the
Bookbuild Price to calculate the number of New Units that those
Eligible Retail Unitholders have applied for (subject to scaling),
rounded down to the nearest whole New Unit.
Allocations and any necessary scaling of additional New Units
applied for by Eligible Retail Unitholders who take up their
Entitlements in full will be determined by the Manager and the Joint
Lead Managers as part of the Retail Bookbuild process.
The number of New Units received by an Eligible Retail Unitholder
under the Retail Bookbuild will depend on the allocation made
and the Bookbuild Price, and may be less than the NZ$ amount
of additional New Units applied for. If applications for additional
New Units under the Retail Bookbuild are scaled or not accepted,
excess application monies will be refunded without interest. Refunds
will not be paid where the aggregate amount of the refund payable
to a Unitholder is less than NZ$5.00. Refunds of any additional
New Units will be paid within 5 business days of the allotment date.
Eligible Retail Unitholders who do not take up their Entitlement in full
will not be eligible to participate in the Retail Bookbuild.
Retail Bookbuild
New Units attributable to Entitlements that are not taken up by
Eligible Retail Unitholders under the Retail Entitlement Offer (together
with New Units attributable to Entitlements of Ineligible Retail
Unitholders) will be offered for sale under the Retail Bookbuild
to Institutional Investors (which may include Eligible Institutional
Unitholders whether or not they take up their full Entitlements under
the Offer), brokers and to Eligible Retail Unitholders who took up
their Entitlement in full and have applied for additional New Units
under the Offer.
If the demand from Eligible Retail Unitholders, Institutional Investors
and brokers for additional New Units under the Retail Bookbuild
is insufficient to achieve a price equal to or above the Offer Price
in respect of all of the New Units offered in the Retail Bookbuild,
the Underwriters will subscribe for any remaining New Units at the
Offer Price (subject to the terms of the Underwriting Agreement).
In this case, all valid applications by Eligible Retail Unitholders for
additional New Units in the Retail Bookbuild would be allocated in
full at the Offer Price (subject to rounding and the terms of this Offer
Document).
The Retail Bookbuild is expected to take place on 16 May 2022.
The Bookbuild Price under the Retail Bookbuild will be:
(a) equal to or above the Offer Price; and
(b) no more than the volume - weighted average price on the
NZX Main Board for an Existing Unit on the last trading day
prior to the Retail Bookbuild (unless the closing price is less
than the Offer Price, in which case the Bookbuild Price will be
equal to the Offer Price).
17
vitalunitoffer.co.nz
The proceeds from each New Unit issued under the Retail Bookbuild
(if any) will be paid as follows:
(a) Vital will receive the Offer Price for all New Units issued under
the Retail Bookbuild; and
(b) any Retail Premium will be paid to (i) each Eligible Retail
Unitholder who did not take up their Entitlement in full (with
respect to the part of the Entitlement they did not take up only);
and (ii) each Ineligible Retail Unitholder (who will be deemed
to hold the number of Entitlements they would have received
if they were Eligible Retail Unitholders for the purpose of
calculating the amount of any Retail Premium payable to them),
in each case in proportion to their holdings of Entitlements that
were not taken up by them.
For further details of how the Retail Bookbuild will work, see
Bookbuilds below.
SETTLEMENT OF THE INSTITUTIONAL
ENTITLEMENT OFFER AND INSTITUTIONAL
BOOKBUILD
Settlement of the Institutional Entitlement Offer and Institutional
Bookbuild will occur on the Institutional Settlement Date in
accordance with arrangements advised by the Joint Lead Managers
to Eligible Institutional Unitholders. Each investor remains responsible
for ensuring its own compliance with applicable law.
BOOKBUILDS
Each Bookbuild will be conducted by the Joint Lead Managers.
Any Premium realised for the New Units attributable to Entitlements
sold in the relevant Bookbuild will be paid by the Joint Lead
Managers to the Registrar who will remit that amount pro rata net
of any amounts required to be withheld to the relevant Unitholders
in New Zealand dollars based on the Unitholders' nominated
bank account. Such Unitholders will be paid by direct credit to the
nominated bank account as noted on Vital's unit register or, will be
withheld until a bank account is provided.
For the avoidance of doubt, the Premium does not include the Offer
Price payable to Vital by Institutional Investors and (in the case of the
Retail Bookbuild only) Eligible Retail Unitholders who acquire New
Units under the Bookbuilds.
No fees or costs will be payable by any Unitholder, and no interest
will be collected or paid to any Unitholder on any Premium.
There is no guarantee that any value will be received from either
of the Bookbuilds by Eligible Unitholders who do not take up their
full Entitlements or by Ineligible Unitholders. The Premium may be
zero, in which case no payment will be made to the holders of the
Entitlements sold in the relevant Bookbuild. Any Premium realised for
the New Units attributable to Entitlements sold in the Retail Bookbuild
may be different from the Premium realised for the sale of New Units
attributable to Entitlements in the Institutional Bookbuild. The outcome
of the Institutional Bookbuild is not an indication as to whether there
will be a Retail Premium or what any Retail Premium may be.
The ability to conduct the Bookbuilds and obtain any Premium
will be dependent upon various factors, including market
conditions. Further, the price achieved in a Bookbuild (and any
resulting Premium) may not be the highest price bid for New Units.
The price will be determined by the Manager and Joint Lead
Managers having regard to a number of factors. The factors that
the Manager and Joint Lead Managers will consider may include,
without limitation, whether or not there are binding and bona fide
offers which, in their reasonable opinion, will result in otherwise
acceptable allocations to clear the entire book. The Joint Lead
Managers and the Manager have the right to close a Bookbuild
early or to extend the Bookbuild closing time in their absolute
discretion (but have no obligation to do so), without recourse or
notice to you.
To the maximum extent permitted by law, the Manager, the Joint
Lead Managers and each of their respective related bodies
corporate and affiliates, and each of their respective directors,
officers, partners, employees, representatives and agents, disclaim
all liability, including for negligence, for any failure to realise a
Premium in the Bookbuilds, and for any difference between the Retail
Premium and the Institutional Premium. The Joint Lead Managers
and the Manager reserve the right to allocate Entitlements under the
Bookbuilds at their discretion.
If all or part of your Entitlement is sold into a Bookbuild, then you will
forgo any exposure to increases or decreases in the value of New
Units relating to those Entitlements and your percentage unitholding
in Vital will be diluted by your non-participation in the Offer.
Any Premium realised under the Bookbuilds will be announced by
Vital on the NZX Main Board following the close of the relevant
Bookbuild.
THE NEW UNITS
New Units will rank equally with, and have the same voting rights,
dividend rights and other entitlements as Existing Units in Vital quoted
on the NZX Main Board.
Applicants for New Units will be bound by Vital's Trust Deed and the
terms of the Offer set out in this Offer Document.
The Board reconfirms Vital’s previously released AFFO guidance
of at least 11.9 cents per unit and second half FY22 distribution
guidance of 2.4375 cents per unit per quarter (9.75 cents per unit
on an annualised basis).
QUOTATION
Entitlements will not be quoted and cannot be traded on the NZX
Main Board or privately transferred. It is a term of the Offer that
Vital will take any necessary steps to ensure that the New Units are,
immediately after issue, quoted on the NZX Main Board.
NZX
The New Units will be quoted on the NZX Main Board upon
completion of allotment procedures. The NZX Main Board is a
licensed market under the FMCA. However, NZX accepts no
responsibility for any statement in this Offer Document. It is expected
that trading on the NZX Main Board of the New Units issued under:
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
18
• the Institutional Entitlement Offer and Institutional Bookbuild
will commence on 5 May 2022; and
• the Retail Entitlement Offer and Retail Bookbuild will
commence on 19 May 2022.
NOMINEES
If you hold Existing Units as a nominee or custodian for more than
one person, then you may (depending on the nature of each
such person) be an Eligible Institutional Unitholder, Ineligible
Institutional Unitholder, Eligible Retail Unitholder or Ineligible Retail
Unitholder with regard to the Entitlement of each such person.
Nominees and custodians should note that the Retail Entitlement
Offer is not available to Eligible Institutional Unitholders who were
invited to participate in the Institutional Entitlement Offer (whether
they accepted their Entitlement or not) and Ineligible Institutional
Unitholders.
Nominees and custodians may not distribute any part of this
Offer Document, and may not permit any beneficial Unitholder to
participate in the Offer who is located in the United States or any
other country outside New Zealand, except to institutional and
professional investors listed in, and to the extent permitted under,
the section captioned "International Offer Restrictions" below or
elsewhere as the Manager may determine it is lawful and practical
to make the Offer.
In particular, persons acting as nominees or custodians for other
persons may not take up New Units on behalf of, or send any
documents relating to the Offer to, any person in the United States.
If a nominee or custodian takes up Entitlements for the account or
benefit of a person in the United States, such person may receive
no value for any such Entitlements.
The Manager is not required to determine whether or not any
registered holder is acting as a nominee or custodian, or the identity
or residence of any beneficial owners of Units. Where any holder
is acting as a nominee for a foreign person, that holder, in dealing
with its beneficiary, will need to assess whether indirect participation
by the beneficiary in the Retail Entitlement Offer is compatible
with applicable foreign laws. Eligible Retail Unitholders who are
nominees, trustees or custodians are therefore advised to seek
independent advice as to how to proceed.
OVERSEAS UNITHOLDERS
The Entitlement Offer is only open to Eligible Unitholders. The Offer
is not open to Unitholders in other jurisdictions as the Manager
considers that it is unduly onerous and unreasonable for Vital to
make the Offer into those jurisdictions having regard to the number
of securities held by Ineligible Retail Unitholders and Ineligible
Institutional Unitholders, the number and value of New Units that
they would be offered and the costs of complying with the legal
and regulatory requirements which would apply to an offer of
securities to Ineligible Retail Unitholders and Ineligible Institutional
Unitholders in those places. The Manager, the Joint Lead Managers
and each of their respective affiliates and related bodies corporate
and each of their directors, partners, employees, advisers and
agents disclaim any liability as to eligibility, to the maximum extent
permitted by law.
Unitholders in those jurisdictions will not be issued Entitlements.
This Offer Document is intended for use only in connection with the
Offer to Eligible Retail Unitholders in New Zealand and Eligible
Institutional Unitholders in New Zealand, Australia, Switzerland,
Hong Kong, Singapore and, in the case of NorthWest only,
Canada. It does not constitute an offer or invitation in any place in
which, or to any person to whom, it would not be lawful to make
such an offer or invitation.
This Offer Document is not to be sent or given to any person outside
New Zealand in circumstances in which the Offer or distribution
of this Offer Document would be unlawful. In particular, this Offer
Document may not be sent or given to any person in the United
States. The distribution of this Offer Document (including an
electronic copy) outside New Zealand may be restricted by law.
If you come into possession of this Offer Document, you should
observe any such restrictions. Any failure to comply with such
restrictions may contravene applicable securities law, including as
set out below.
No person may purchase, offer, sell, distribute or deliver New Units,
or be in possession of, or distribute to any other person, any offering
material or any documents in connection with the New Units, in any
jurisdiction other than in compliance with all applicable laws and
regulations.
INTERNATIONAL OFFER RESTRICTIONS
This Offer Document does not constitute an offer of Entitlements
or New Units in any jurisdiction in which it would be unlawful.
In particular, this Offer Document may not be distributed to any
person, and the Entitlements and New Units may not be offered
or sold, in any country outside New Zealand except to the extent
permitted below.
AUSTRALIA
This Offer Document and the offer of Entitlements and New Units
are only made available in Australia to persons to whom an offer
relating to the issue of financial products can be made without
the requirement to provide a product disclosure statement in
accordance with sections 761G (wholesale clients) and 1012B
of the Australian Corporations Act 2001 (Cth) (the “Corporations
Act”). This Offer Document is not a prospectus, product disclosure
statement or any other formal “disclosure document” for the
purposes of Australian law and is not required to, and does not,
contain all the information which would be required in such a
"disclosure document" under Australian law. This Offer Document
has not been and will not be lodged or registered with the
Australian Securities & Investments Commission or the Australian
Securities Exchange and Vital is not subject to the continuous
disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this Offer
Document as legal, business or tax advice nor as financial product
advice for the purposes of Chapter 7 of the Corporations Act.
Investors in Australia should be aware that the offer of Entitlements
and New Units for resale in Australia within 12 months of their issue
may, under sections 1012C(3) and (6) of the Corporations Act,
require provision of a product disclosure statement under Part 7.9
vitalunitoffer.co.nz
19
of the Corporations Act if the Entitlements and New Units are sold
to a person as a retail client and none of the exemptions in sections
1012D or 1012DA of the Corporations Act apply to the re-sale.
HONG KONG
WARNING: This Offer Document has not been, and will not be,
authorised by the Securities and Futures Commission in Hong Kong
pursuant to the Securities and Futures Ordinance (Cap. 571) of the
Laws of Hong Kong (the "SFO"). No action has been taken in Hong
Kong to authorize this Offer Document or to permit the distribution
of this Offer Document or any documents issued in connection with
it. Accordingly, the Entitlements and New Units have not been and
will not be offered or sold in Hong Kong other than to “professional
investors" (as defined in the SFO and any rules made under that
ordinance).
No advertisement, invitation or document relating to the Entitlements
and New Units has been or will be issued, or has been or will be
in the possession of any person for the purpose of issue, in Hong
Kong or elsewhere that is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other
than with respect to the Entitlements and New Units which are or
are intended to be disposed of only to persons outside Hong Kong
or only to professional investors.
The contents of this Offer Document have not been reviewed by
any Hong Kong regulatory authority. You are advised to exercise
caution in relation to the offer. If you are in doubt about any of the
contents of this Offer Document, you should obtain independent
professional advice.
SINGAPORE
This Offer Document has not been registered as a prospectus with
the Monetary Authority of Singapore ("MAS") and, accordingly,
statutory liability under the Securities and Futures Act, Chapter 289
of Singapore (the "SFA") in relation to the content of prospectuses
does not apply, and you should consider carefully whether the
investment is suitable for you. Vital is not a collective investment
scheme authorised under Section 286 of the SFA or recognised by
the MAS under Section 287 of the SFA and the Entitlements and
New Units are not allowed to be offered to the retail public.
This Offer Document and any other document or material in
connection with the offer or sale, or invitation for subscription or
purchase of the Entitlements and New Units may not be circulated
or distributed, nor may the Entitlements and New Units be offered
or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore
except to "institutional investors" (as defined in the SFA), or
otherwise pursuant to, and in accordance with the conditions of,
any other applicable provisions of the SFA.
This Offer Document has been given to you on the basis that you
are (i) an "institutional investor" (as defined under the SFA) or (ii) an
"accredited investor" (as defined under the SFA). In the event that
you are not an "institutional investor" or "accredited investor", please
return this Offer Document immediately. You may not forward or
circulate this Offer Document to any other person in Singapore.
SWITZERLAND
The offering of the Entitlements and New Units in Switzerland is
exempt from requirement to prepare and publish a prospectus
under the Swiss Financial Services Act ("FinSA") because such
offering is made to professional clients within the meaning of the
FinSA only, except to professional clients which qualify as such as
a result of their election not to be treated as private clients, but as
professional clients, and the Entitlements and New Units will not be
admitted to trading on any trading venue (exchange or multilateral
trading facility) in Switzerland. This Offer Document does not
constitute a prospectus or a similar communication pursuant to the
FinSA, and no such prospectus has been or will be prepared for or
in connection with the offering of the Entitlements and New Units.
Neither this Offer Document nor any other offering or marketing
material relating to the offering, Vital, Entitlements or New
Units have been or will be filed with or approved by any Swiss
regulatory authority. In particular, this Offer Document will not be
filed with, and the offer of Entitlements and New Units will not be
supervised by, the Swiss Financial Market Supervisory Authority
("FINMA") or any Licensed Review Body according to the FinSA.
The offering has not been and will not be authorised under the Swiss
Federal Act on Collective Investment Schemes ("CISA") or under the
FinSA. Accordingly, the investor protection afforded to acquirers of
interests in collective investment schemes under the CISA does not
extend to acquirers of the Entitlements and New Units.
UNDERWRITING AGREEMENT
The Manager has requested that the Underwriters underwrite the
Offer and the Underwriters have agreed to do so. This means that
the Underwriters will subscribe at the Offer Price for any New Units
that are not subscribed for by Unitholders or Institutional Investors
under the Offer in accordance with the terms of the Underwriting
Agreement.
A summary of the principal terms of the Underwriting Agreement are
set out as follows:
• The Underwriters have the power to appoint sub-underwriters.
• The Underwriters will be paid an agreed underwriting fee for
their services in connection with the Offer.
• The Underwriting Agreement contains termination events,
representations, warranties and indemnities that are customary
for an offer of this nature.
• The Underwriters may terminate their obligations under the
Underwriting Agreement, including by reason of events
which have, or are likely to have, a material adverse effect
on Vital, the Units or the Offer. These may be as a result of
events specific to Vital or as a result of external events, such as
material or fundamental changes in financial, economic and
political conditions in certain countries or financial markets. The
Underwriters may also terminate the Underwriting Agreement
where certain conditions to the Underwriting Agreement
or their underwriting obligations have not been satisfied or
waived.
• If the Underwriting Agreement is terminated, a termination fee
may be payable to the Underwriters.
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
20
• The Manager provides certain undertakings to the
Underwriters, including:
• for a period until 120 days after the settlement of the
Retail Entitlement Offer in New Zealand, Vital may
not issue or allot, or agree to issue or allot, any equity
securities or other securities, or grant any options in
respect of such securities, other than pursuant to certain
limited exceptions or with the Underwriters' consent; and
• for a six month period after the settlement of the Retail
Entitlement Offer in New Zealand, Vital must carry on
its business in the ordinary course, other than with the
Underwriters' consent.
• Vital has agreed to indemnify the Underwriters and their
respective affiliates against certain losses related to the Offer.
Vital has given warranties in the Underwriting Agreement, including
warranties relating to the content and accuracy of the Offer
Document, compliance by Vital with relevant laws, the existence of
no litigation which may be material in the context of the Offer and
the valid issue and allotment of New Units.
BROKER STAMPING FEES
No investor will pay brokerage on taking up their Entitlement or as
a subscriber for New Units under the Offer.
A stamping fee of 0.5% of application monies on New Units
allotted will be paid to NZX Firms who submit a valid claim for a
broker stamping fee on successful applications, subject to a fee
limit of NZ$250 per Unitholder. The aggregate fee payable on
all successful applications will be limited to NZ$30,000. In the
event that total stamping fees payable exceeds NZ$30,000, the
stamping fee payable per successful application will be scaled
back on a pro rata basis. This fee will be met by the Joint Lead
Managers. Details of the claims process are to be separately
communicated to NZX Firms by the Joint Lead Managers.
Following allotment, the sale of the New Units may be subject to
normal brokerage fees.
GOVERNING LAW
This Offer Document, the Offer and any contract resulting from it are
governed by the laws of New Zealand, and each applicant submits
to the exclusive jurisdiction of the courts of New Zealand.
vitalunitoffer.co.nz
21
Glossary
APPLICATION
An application for New Units under the Offer made using an online application
made through www.vitalunitoffer.co.nz.
BOARD
The board of directors of the Manager.
BOOKBUILD
The Institutional Bookbuild and/or the Retail Bookbuild, as the context requires.
BOOKBUILD PRICE
The price per New Unit determined:
(a) in respect of the Institutional Bookbuild, through the Institutional Bookbuild
process; and
(b) in respect of the Retail Bookbuild, through the Retail Bookbuild process,
which may be equal to or above the Offer Price.
BOOKBUILDS
The Institutional Bookbuild and Retail Bookbuild.
BUSINESS DAY
A time between 8.30am and 5.30pm on a day on which NZX is open for trading.
ELIGIBLE INSTITUTIONAL UNITHOLDER
A Unitholder as at 5.00pm on the Record Date:
(a) with an address recorded in Vital's register of Unitholders that is in New
Zealand, Australia, Switzerland, Hong Kong or Singapore;
(b) who is an Institutional Investor (or the nominee of an Institutional Investor); and
(c) who is invited to participate in the Institutional Entitlement Offer,
provided that it does not include any Unitholder who the Manager and the Joint
Lead Managers agree will be an Ineligible Institutional Unitholder for the purposes
of the Offer. In addition, NorthWest is an Eligible Institutional Unitholder.
ELIGIBLE RETAIL UNITHOLDER
A Unitholder as at 5.00pm on the Record Date:
(a) with an address recorded in Vital's register of Unitholders that is in New
Zealand;
(b) who is not in the United States and is not acting for the account or benefit of a
person in the United States (to the extent such person is acting for the account
or benefit of a person in the United States); and
(c) who the Manager otherwise reasonably determines may be treated as an
Eligible Retail Unitholder,
and who is not an Institutional Unitholder.
ELIGIBLE UNITHOLDER
An Eligible Retail Unitholder or Eligible Institutional Unitholder.
ENTITLEMENT
The right to subscribe for 1 New Unit for every 8.54 Existing Units at the Offer Price
under the Offer.
EXISTING UNIT
A Unit on issue at 5.00pm on the Record Date.
FMA
The New Zealand Financial Markets Authority.
FMCA
The New Zealand Financial Markets Conduct Act 2013.
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
22
INELIGIBLE INSTITUTIONAL
UNITHOLDER
A Unitholder (or a beneficial holder of Units), in each case as agreed by the
Manager and the Joint Lead Managers, that is an Institutional Investor (or who, if
in New Zealand would, in the reasonable opinion of the Joint Lead Managers, be
likely to be an Institutional Investor) who:
(a) is outside the jurisdictions noted in the definition of 'Institutional Investor'; or
(b) is in the United States; or
(c) the Joint Lead Managers and the Manager agree will be an Ineligible
Institutional Unitholder for the purposes of the Offer.
INELIGIBLE RETAIL UNITHOLDER
A Unitholder who is not an Eligible Retail Unitholder or an Institutional Unitholder.
INELIGIBLE UNITHOLDER
A Unitholder other than an Eligible Unitholder.
INSTITUTIONAL BOOKBUILD
The bookbuild process conducted by the Joint Lead Managers under which
New Units attributable to Entitlements that are not taken up by Eligible Institutional
Unitholders, together with New Units attributable to Entitlements of Ineligible
Institutional Unitholders, are offered for sale to Institutional Investors (which may
include Eligible Institutional Unitholders, whether or not they take up their full
Entitlement under the Offer) and brokers.
INSTITUTIONAL ENTITLEMENT OFFER
The offer of New Units to Eligible Institutional Unitholders.
INSTITUTIONAL INVESTOR
A person:
(a) in New Zealand, who the Manager and the Joint Lead Managers considers
is an institutional, habitual, or sophisticated investor (including a "wholesale
investor" under the FMCA);
(b) in Australia, who the Manager considers is a person to whom an offer
of New Units for issue may be lawfully made without a formal disclosure
document under sections 761G (wholesale clients) and 1012B of the
Corporations Act (as modified by any applicable regulatory instrument),
including in accordance with applicable exemptions in sections 708(8)
(sophisticated investors), 708(1) (experienced investors) or 708(11)
(professional investors) of the Corporations Act;
(c) in Switzerland, who the Manager considers are "professional clients" within
the meaning of article 4(3) of the Swiss Financial Services Act ("FinSA") or
someone who has validly elected to be treated as a professional client
pursuant to article 5(2) of the FinSA;
(d) in Singapore, who the Manager considers is an "institutional investor" or an
“accredited investor” as defined in Subdivision (4) Division 1, Part XIII of the
Securities and Futures Act, Chapter 289 of Singapore;
(e) in Hong Kong, who the Manager considers is a “professional investor” as
defined in the Securities and Futures Ordinance (Cap. 571) of the Laws of
Hong Kong;
(f) any other person to whom the Manager and the Joint Lead Managers
consider the Offer may be made without the need for a lodged prospectus
or other formality (other than a formality with which the Manager is willing to
comply),
and, in each case, who is not acting for the account or benefit of a person in the
United States and subject to the foregoing may include retail brokers bidding on
behalf of their clients. For the avoidance of doubt, NorthWest is an Institutional
Investor.
vitalunitoffer.co.nz
23
INSTITUTIONAL PREMIUM
The amount per New Unit, if any, by which the Bookbuild Price in the Institutional
Bookbuild exceeds the Offer Price.
INSTITUTIONAL SETTLEMENT DATE
The date of settlement of New Units under the Institutional Entitlement Offer and
Institutional Bookbuild, being 5 May 2022 on the NZX Main Board.
INSTITUTIONAL UNITHOLDER
An Eligible Institutional Unitholder or an Ineligible Institutional Unitholder.
INVESTOR PRESENTATION
The presentation dated 28 April 2022 in relation to Vital and the Offer.
JOINT LEAD MANAGERS
Each of Craigs Investment Partners Limited and Forsyth Barr Limited.
LISTING RULES
The NZX Listing Rules.
MANAGER
NorthWest Healthcare Properties Management Limited, in its capacity as the
manager of Vital.
NEW UNIT
A fully paid ordinary unit in Vital offered under the Offer of the same class as (and
ranking equally in all respects with) Existing Units at the time of allotment of the
New Units.
NORTHWEST
NorthWest Healthcare Properties REIT and its owned or controlled entities,
including: NWI NZ Management Company Limited; NWI Healthcare Properties
LP; NorthWest NZ Finance Holdings Limited; and NorthWest Healthcare Properties
Management Limited.
NZX
NZX Limited.
NZX FIRM
An entity designated as an NZX Firm under the Participant Rules of NZX.
NZX MAIN BOARD
The main board operated by NZX.
NZ$
New Zealand dollars, being the lawful currency of New Zealand.
OFFER
The Offer of New Units pursuant to the Institutional Entitlement Offer, Institutional
Bookbuild, Retail Entitlement Offer and Retail Bookbuild detailed in the ”Details of
the Offer” section of this Offer Document.
OFFER DOCUMENT
This offer document.
OFFER PRICE
NZ$2.95 per New Unit.
PREMIUM
The Institutional Premium and/or the Retail Premium, as the context requires.
RECORD DATE
29 April 2022.
REGISTRAR
Computershare Investor Services Limited.
RETAIL BOOKBUILD
The bookbuild process conducted by the Joint Lead Managers under which New
Units attributable to Entitlements that are not taken up by Eligible Retail Unitholders,
together with New Units attributable to Entitlements of Ineligible Retail Unitholders,
are offered for sale to Institutional Investors (which may include Eligible Institutional
Unitholders whether or not they take up their full Entitlement under the Offer),
brokers and to Eligible Retail Unitholders who took up their Entitlement in full and
have applied for additional New Units under the Offer.
RETAIL ENTITLEMENT OFFER
The offer of New Units to Eligible Retail Unitholders.
RETAIL PREMIUM
The amount per New Unit, if any, by which the Bookbuild Price in the Retail
Bookbuild exceeds the Offer Price.
TRUST DEED
Vital’s trust deed as amended and restated on 7 November 2019.
VITAL HEALTHCARE PROPERTY TRUST ACCELERATED ENTITLEMENT OFFER OF ORDINARY UNITS 2022
24
UNDERWRITERS
Each of Craigs Investment Partners Limited and Forsyth Barr Group Limited.
UNDERWRITING AGREEMENT
The agreement entered into between the Manager and the Underwriters and
Forsyth Barr Limited, a summary of the principal terms of which are set out in
the “Details of the Offer” section of this Offer Document under the heading
'Underwriting Agreement'.
UNITHOLDER
Each holder of Units in Vital.
UNITS
Fully paid ordinary units in Vital.
U.S. PERSON
Has the meaning given to it in Regulation S of the U.S. Securities Act of 1933.
VITAL
Vital Healthcare Property Trust, a managed investment scheme listed on the NZX
Main Board.
vitalunitoffer.co.nz
25
Directory
Vital Healthcare Property Trust /
NorthWest Healthcare Properties Management Limited
PO Box 6945, Victoria Street West,
Auckland 1142
New Zealand
Phone: +64 9 973 7300
Website: www.vhpt.co.nz
JOINT LEAD MANAGERS AND UNDERWRITERS
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Forsyth Barr Limited and Forsyth Barr Group Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
New Zealand
LEGAL ADVISER
Bell Gully
Level 21, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
If you have any queries about how to apply, please contact the Registrar at:
REGISTRAR
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119, Victoria Street West,
Auckland 1142
New Zealand
Phone: 0800 650 034
Email: vital@computershare.co.nz
25
vitalunitoffer.co.nz
---
VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare
Properties Management Limited
vhpt.co.nz
MARKET RELEASE
Managed by NorthWest Healthcare
Pr operties Management Ltd
28 April 2022
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 28 April 2022 that it
intends to undertake a 1 for 8.54 underwritten pro rata accelerated entitlement offer of
new fully paid ordinary units of the same class as already quoted on the Main Board
operated by NZX to raise approximately $200 million (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 –
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
---
Corporate Action Notice
(Other than for a Distribution)
Updated as at 17 October 2019
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
Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
X
Call Bonus issue
Record date 29/04/2022
Ex-Date (one business day before the
Record Date)
28/04/2022
Currency NZD
Section 2: Rights issue (delete if not applicable)
Number of Financial Products to be
issued under the Rights issue
Approximately 67,803,748, subject to rounding
ISIN of Rights Security (if applicable) N/A
Minimum entitlement N/A
Oversubscription facility Y
Entitlement ratio (for example 1 for 2) New 1 Existing 8.54
Treatment of fractions Rounded down
Subscription price $2.95 per unit
Institutional offer open 28/04/2022
Institutional offer close 28/04/2022
Institutional shortfall bookbuild 29/04/2022
Letters of entitlement mailed 03/05/2022
Retail offer open 03/05/2022
Retail offer close 12/05/2022
2 of 2
Retail shortfall bookbuild 16/05/2022
Quotation Date (if applicable) N/A
Allotment Date Market open on:
06/05/2022 (Institutional Offer)
19/05/2022 (Retail Offer)
Section 7: 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 +64 (09) 973 7301
Contact email address aaron.hockly@nwhreit.com
Date of release through MAP 28/04/2022
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.