SPH notice - Northwest

VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by Northwest Healthcare
Properties Management Limited
Page 1 of 5

MARKET RELEASE
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited; and
Vital Healthcare Property Trust (Vital)

Relevant event being disclosed: Movement in substantial holding

Date of relevant event: 22 August 2024
Date this disclosure made: 22 August 2024
Date last disclosure made: 22 August 2023

Substantial product holder(s) giving disclosure
Full name(s): Northwest Healthcare Properties Real Estate
Investment Trust (Northwest REIT), NWI Healthcare
Properties LP, NWI Healthcare Properties GP Inc.,
NWI NZ Management Company Limited,
Northwest Healthcare Properties Management
Limited, and Northwest NZ Finance Holdings
Limited (together, referred to as Northwest)

Summary of substantial holding
Class of quoted voting products: Ordinary units

Summary for Northwest

For this disclosure,—

(a) total number held in class: 195,353,972

(b) total in class: 675,569,309

(c) total percentage held in class: 28.917%

For last disclosure,—

(a) total number held in class: 191,708,036

(b) total in class: 667,431,298

(c) total percentage held in class: 28.723%

VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by Northwest Healthcare
Properties Management Limited
Page 2 of 5

Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Date of Event Details Number of Units Consideration
21 August 2024 Issue of ordinary units
as settlement of
Manager’s Incentive
Fee
3,645,936 $6,599,923.86

Details after relevant event
Details for Northwest as at the date of this disclosure:

1. Nature of relevant interest(s):
Beneficial owner of financial products. Northwest has a qualified relevant
interest in 160,718,793 ordinary units held by NZGT Security Trustee Limited as its
nominee. Northwest’s ability to control the disposition of these units is qualified
by a Specific Security Deed between NWI Healthcare Properties LP by its
general partner NWI Healthcare Properties GP Inc. and Australia and New
Zealand Banking Group Limited (ANZ) dated 2 July 2019 (the NWI LP SSD).
Pursuant to the NWI LP SSD, NWI Healthcare Properties LP has granted a first
ranking security interest over these units. Amongst other things, NWI Healthcare
Properties LP has agreed that it may not dispose of or otherwise deal with the
relevant units without the prior consent of ANZ. Further, if an “Event of Default”
arises, ANZ may direct NWI Healthcare Properties LP to exercise voting rights in
respect of these units in accordance with its instructions (if any). A copy of the
NWI LP SSD has previously been disclosed as a relevant agreement.
For that relevant interest,—

(a) number held in class: 160,718,793

(b) percentage held in class: 23.790%

(c) current registered holder(s): NZGT Security Trustee Limited

(d) registered holder(s) once transfers are registered: N/A

For a derivative relevant interest, also—

(a) type of derivative: not applicable

(b) details of derivative: not applicable

(c) parties to the derivative: not applicable

(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: not applicable

VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by Northwest Healthcare
Properties Management Limited
Page 3 of 5

2. Nature of relevant interest(s):
Beneficial owner of financial products. Northwest has a qualified relevant
interest in 30,763,011 ordinary units held by NZGT Security Trustee Limited as its
nominee. Northwest’s ability to control the disposition of these units is qualified
by a Specific Security Deed between Northwest NZ Finance Holdings Limited
and ANZ dated 2 July 2019 (the NZ Finance Co SSD). Pursuant to the NZ
Finance Co SSD, Northwest NZ Finance Holdings Limited has granted a first
ranking security interest over these units. Amongst other things, Northwest NZ
Finance Holdings Limited has agreed that it may not dispose of or otherwise
deal with the relevant units without the prior consent of ANZ. Further, if an
“Event of Default” arises, ANZ may direct Northwest NZ Finance Holdings
Limited to exercise voting rights in respect of these units in accordance with its
instructions (if any). A copy of the NZ Finance Co SSD has previously been
disclosed as a relevant agreement.
For that relevant interest,—

(a) number held in class: 30,763,011

(b) percentage held in class: 4.554%

(c) current registered holder(s): NZGT Security Trustee Limited

(d) registered holder(s) once transfers are registered: N/A

For a derivative relevant interest, also—

(a) type of derivative: not applicable

(b) details of derivative: not applicable

(c) parties to the derivative: not applicable

(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: not applicable

3. Nature of relevant interest(s):
Beneficial owner of financial products. Northwest has a relevant interest in
226,232 ordinary units held by Forsyth Barr Custodians Limited as nominee for
NWI NZ Management Company Limited.
For that relevant interest,—

(a) number held in class: 226,232

(b) percentage held in class: 0.033%

(c) current registered holder(s): Forsyth Barr Custodians Limited

(d) registered holder(s) once transfers are registered: N/A

VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by Northwest Healthcare
Properties Management Limited
Page 4 of 5

For a derivative relevant interest, also—

(a) type of derivative: not applicable

(b) details of derivative: not applicable

(c) parties to the derivative: not applicable

(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: not applicable

4. Nature of relevant interest(s):
Beneficial owner of financial products. Northwest has a relevant interest in
6,417,684 ordinary units held by Northwest Healthcare Properties Management
Limited.
For that relevant interest,—

(a) number held in class: 3,645,936

(b) percentage held in class: 0.540%

(c) current registered holder(s): Northwest Healthcare Properties
Management Limited

(d) registered holder(s) once transfers are registered: N/A

For a derivative relevant interest, also—

(a) type of derivative: not applicable

(b) details of derivative: not applicable

(c) parties to the derivative: not applicable

(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: not applicable

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

Contact details: Stephanie Karamarkovic
T: +1 (416) 366-2000,1101
E: stephanie.karamarkovic@nwhreit.com


*Nature of connection between substantial product holders:

The Northwest entities are each either
directly or indirectly controlled by, or
related to, Northwest REIT

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

Certification
I, Stephanie Karamarkovic, certify that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly authorised to make
this disclosure by all persons for whom it is made.


Stephanie Karamarkovic
Chief Financial Officer