Vital undertaking consultation on Dual Listed proposal

NOVEMBER 2024
Consultation on
Dual Listing Proposal

Disclaimer
This document has been prepared by Northwest Healthcare Properties Management Limited (Northwest or the Manager) as
manager of the Vital Healthcare Property Trust (the Trust). This document provides general information only and is not intended as
investment, legal, tax, financial product or financial advice or recommendation to any person 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.
There is no certainty that the proposal contemplated by this document will be implemented. It remains subject to significant
uncertainty and details that are yet to be worked through and are to be consulted on.
This document 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. Any indications of, or guidance or outlook on, future earnings or financial position or performance and future
distributions are also forward-looking statements. 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 document or any information supplied in connection with it. The Manager and the Trust
are under no obligation to update this document or the information contained in it after it has been released. Past performance is
no indication of future performance.
The information in this document is of general background and does not purport to be complete. It should be read in conjunction
with Vital’s market announcements lodged with NZX, which are available at www.nzx.com/companies/VHP
The transaction described in this Presentation remains subject to board, regulatory and Unit Holder approvals and there is no
guarantee that the restructure will proceed in the form described in this Presentation or at all.
20 November 2024
Kawarau Park, Queenstown, NZ
VITAL HEALTHCARE PROPERTY TRUST
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CONSULTATION ON DUAL LISTING PROPOSAL
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2

Dual Listed Trust (DLT) proposal for Vital
THE DLT PROPOSAL IS DESIGNED TO PROVIDE EARNINGS ACCRETION, A BROADER INVESTOR BASE AND ENHANCED GOVERNANCE THAT
IMPROVE VITAL’S ACCESS TO AND COST OF CAPITAL
Work has been undertaken over the last four years on structures to
address the issues noted on the left, taking into account feedback from
Vital Unit Holders
Since listing on the NZX 25 years ago, Vital’s
portfolio of healthcare properties has grown to
~$3.2 billion with ~69% (by value) in Australia
Vital’s structure has benefits for New Zealand
investors but reduces Vital’s attractiveness to
offshore investors and potential demand for
Vital’s units
Without an ASX listing and a more diversified
investor base, Vital is at an operating cost
disadvantage to its peers in respect to holding
Australian property
A Dual Listed Trust (DLT) structure is expected to preserve and improve all of the current
benefits for New Zealand investors from Vital’s PIE structure and NZX listing, whilst
removing inefficiencies for Australian and offshore investors - leading to earnings and
value accretion for all Unit Holders
Adding an ASX listing to the current NZX listing is also expected to improve Vital’s
access to and cost of capital and liquidity, through access to a larger range of investors
(including Australian and global funds), ASX index inclusion and broader analyst and
broker coverage
As part of the DLT proposal and to ensure Vital meets ASX rules and investor expectations,
governance enhancements are being proposed
Vital is consulting with Unit Holders on the DLT proposal with the aim of seeking formal Unit Holder
approval through a vote in early April 2025
VITAL HEALTHCARE PROPERTY TRUST
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Proposed Dual Listed Trust (DLT) structure
Vital
VITAL WOULD BE SEPARATED INTO TWO LEGAL ENTITIES, BUT CONTINUE TO FUNCTION AS A SINGLE ECONOMIC ENTITY THROUGH
EQUALISATION ARRANGEMENTS
Vital’s New Zealand assets remain listed on
the NZX through a NZ PIE fund as Vital NZ
Vital’s Australian assets are listed on the ASX
through an Australian trust as Vital AU
Vital NZ and Vital AU would be separate
trusts with independently traded primary
listings
(2)
Equalisation arrangements between Vital NZ
and Vital AU would be designed to ensure
that all Unit Holders maintain exposure to
a single economic entity comprising all of
the assets of Vital NZ and Vital AU. For Vital
investors this would result in:
• Higher distributions
• Unchanged exposure to Vital’s portfolio
• Unchanged rights to income and capital
distributions
• Unchanged gearing
• Majority independent board and
independent chair
• Combined financial reporting
Both Vital NZ and AU Unit Holders would
need to separately pass Unit Holder
resolutions that impact both legal entities
(including changes to the DLT structure and/or
equalisation arrangements)
Existing Unit Holders would receive both Vital
NZ and Vital AU units in proportion to their
respective net asset value – the units of each
entity would be equalised on a 1:1 basis to
have equivalent economic rights
DLT structure overview
Vital’s proposed DLT structure
(1)
UNIT HOLDERS
NZX
VITAL NZ
(PIE)
N Z
PROPERTIES
UNIT HOLDERS
ASX
VITAL AU
(MIT)
AUSTRALIAN
PROPERTIES
Equalisation
Agreement
Equalisation 1:1
New Zealand
Australia
(1)
Northwest would be the manager of both Vital NZ and Vital AU
(2)
Units would not be exchangeable
VITAL HEALTHCARE PROPERTY TRUST
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The strategic rationale for a DLT is compelling
DPU accretion for
all Unit Holders
Governance
enhancements
More attractive
investment vehicle
Value
accretion
EARNINGS ACCRETION, VALUE ACCRETION AND AN ASX LISTING ARE EXPECTED TO SUPPORT VITAL’S UNIT PRICE
Investors in the NZX-listed Vital DLT
entity would receive all income from
Vital NZ through the PIE regime
whilst retaining the same economic
exposure to Vital’s assets (expected
to be more attractive for many New
Zealand based investors than the
current structure)
Alternatively, investors in the
ASX-listed Vital AU DLT entity
would receive all income through
the Australian MIT regime whilst
retaining the same economic
exposure to Vital’s assets (expected
to be more attractive for non-New
Zealand based investors than the
current structure)
To align better with the ASX listing
rules, it is proposed that Vital would
change from a Fund Issuer to an
Equity Issuer
(1)
Vital will need to comply with ASX
listing rules in addition to NZX
listing rules
Vital will maintain a majority
independent board and
independent Chair
The Manager’s parent entity
will provide Vital’s independent
directors with a right (on behalf of
Unit Holders) to participate in the
event it looks to exit its management
rights in relation to Vital
Higher AFFO and distributions through
the removal of inefficiencies at entity
and Unit Holder level are expected to
support Vital’s unit price
Retained S&P/NZX 50 index
inclusion and likely S&P/ASX 300
index eligibility expected to increase
demand for Vital’s units and thereby
support Vital’s unit price
Greater index exposures will fall
within the investment mandate of a
broader set of investors
Reducing structural inefficiencies
and providing another capital
source will improve Vital’s ability
to deliver value and / or AFFO
accretion
This coupled with a higher unit
price from higher distributions
for investors, an ASX listing
and governance changes are
expected to provide value
accretion for all Unit Holders
(1)
Refer to Appendix for a summary comparison between Fund Issuer and Equity Issuer
VITAL HEALTHCARE PROPERTY TRUST
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VITAL TODAY
NZ X U N IT
HOLDER IMPACT
VITAL NZVITAL AU
ListingPrimary NZX
IMPROVED
Primary NZXPrimary ASX
IndexNZX50
IMPROVED
NZX50
Free float market capitalisation above the current
threshold for ASX300 inclusion
Governance
Single board
and trans-Tasman
management team
UPDATED
Board of NZ Manager and Board of Vital AU Responsible Entity to
retain an Independent Chair and majority Independent board
Continue to have the same management team
Required to comply with ASX and NZX listing rules and change to an Equity Issuer
Tax structurePIE tax treatment
IMPROVED
PIE tax treatment
NZ investors can continue to benefit from
the PIE regime
Managed Investment Trust ("MIT") regime
(1)
Investors can benefit from the MIT regime
(including tax pass through tax treatment)
Economic exposure
Assets across
Australia and NZ
UNCHANGED
Assets across Australia and NZ
Current structure vs. proposed DLT
THE PROPOSED DLT STRUCTURE ALLOWS UNIT HOLDERS TO RETAIN THE SAME ECONOMIC EXPOSURE TO VITAL WHILST ENHANCING THE
TAX, GOVERNANCE AND LISTING ARRANGEMENTS FOR THE BENEFIT OF ALL UNIT HOLDERS
(1)
NZ Unit Holders that hold Vital AU units will be subject to tax on the investment in Vital AU units under the Foreign Investment Fund (FIF)
regime, which includes the fair dividend rate (FDR) method, or taxed on distributions if the FIF regime does not apply.
VITAL HEALTHCARE PROPERTY TRUST
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Indicative timetable
(1)
DLT structure implementation subject to Unit Holder approval (75% threshold of those voting) and the Manager is
not permitted to vote
VITAL IS TARGETING PRESENTING A FORMAL PROPOSAL TO UNIT HOLDERS IN Q1 2025 AND IF APPROVED BY UNIT HOLDERS, IMPLEMENTING
THE DLT STRUCTURE IN MAY 2025
Macarthur Health Precinct, NSW (Artist's impression)
INDICATIVE TIMING
Initial investor discussions and feedback soughtNovember – December 2024
Various regulatory discussions
(including ASIC, ASX, FMA, NZX, and tax rulings)
November 2024 – February 2025
DLT proposal documentation released to Unit HoldersFebruary / March 2025
Unit Holder vote
(1)
and unit election processApril 2025
Implementation of DLT structure if approved by
Unit Holders
May 2025
VITAL HEALTHCARE PROPERTY TRUST
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Appendix
Wakefield Hospital, Wellington, NZ
VITAL HEALTHCARE PROPERTY TRUST
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FUND ISSUEREQUITY ISSUER
A SX
(GENERAL POSITION FOR
COMPARISON)
Corporate governance
Requirements (e.g. NZX Corporate Governance Code)
NZ / Australian resident directors One (NZ or Australia)Two (NZ) Two (AU)
NZX / ASX regime on periodic reporting
FMCA / Corporations Act regime on periodic reporting
NZX / ASX major/significant transaction approval
Related party transaction regimeFMCANZX Listing Rules
ASX Listing Rules &
Corporations Act
Equity vs Fund Issuer comparison
UPDATED CORPORATE GOVERNANCE AND ALIGNMENT WITH ASX LISTING REGIME AS VITAL NZ BECOMES AN EQUITY ISSUER IN NZ
VITAL HEALTHCARE PROPERTY TRUST
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Grace Hospital, Tauranga, NZ
www.vhpt.co.nz
Thank you

---

VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by Northwest Healthcare
Properties Management Limited
Page 1 of 4


20 November 2024

Vital to undertake consultation on a Dual Listed Trust (DLT) proposal

• Proposal would involve restructuring Vital into separate New Zealand and Australian
trusts with independently traded primary listings on the NZX and the ASX, with
equalisation arrangements put in place such that Vital would continue to function
as a single economic entity
• Proposal intended to provide earnings accretion, a broader investor base and
governance enhancements making Vital a more attractive investment vehicle to
improve its access to and cost of capital
• Consultation to occur over remainder of 2024 with a view to support a proposal
being put to Unit Holders for a vote in April 2025

Northwest Healthcare Properties Management Limited (Manager), as manager of Vital
Healthcare Property Trust (Vital), has been considering options to improve Vital’s structure
noting that Vital’s current structure:
1. has benefits for New Zealand investors (through the operation of the PIE regime)
but limits Vital’s attractiveness to Australian and offshore investors thereby reducing
potential demand for Vital’s units; and
2. without an ASX listing and a more diversified investor base, Vital is at an operating
cost disadvantage to its peers in respect to holding Australian property.
To address these issues, the Manager, including the Manager’s independent directors who
have been independently advised, has been working on possible structural refinements
over the last four years, building on work done on a proposal involving a restructuring and
ASX listing which was put to Vital’s Unit Holders in 2020. Unit Holder feedback on the 2020
proposal, as well as subsequent discussions, have been a key element in the Manager’s
considerations.
“Consistent with Vital’s stated strategy, this proposal is intended to increase Vital’s
distributions, unit price, liquidity and potential investor pool whilst also facilitating an ASX
listing and resolving the aspects of Vital’s current structure that discourage international
investors,” says the Manager’s Independent Chair, Graham Stuart.

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


The proposed DLT has been designed to:
1. resolve the key structural issues noted above;
2. reflect Unit Holder feedback;
3. deliver earnings and value accretion
1
for all Unit Holders; and
4. preserve all the governance benefits from the existing structure whilst adding
additional governance measures for the benefit of Unit Holders.
Under the proposed DLT:
1. Vital’s New Zealand and Australian assets would be restructured into separate legal
entities;
2. Vital’s New Zealand assets would remain listed on the NZX through a NZ PIE fund
(Vital NZ);
3. Vital’s Australian assets would be listed on the ASX through an Australian trust (Vital
AU);
4. existing Vital Unit Holders would receive both Vital NZ and Vital AU units in
proportion to their respective net asset value;
5. an “exchange facility” would provide Unit Holders with the ability to elect to
transfer their units in Vital AU in exchange for units in Vital NZ (or vice versa)
2
;
6. Unit Holders would maintain economic exposure to all of Vital’s assets regardless of
whether they invest via Vital NZ or Vital AU, through an equalisation agreement
under which Vital would continue to function as a single economic entity with
equivalent economic returns;
7. Unit Holders would receive equivalent pre-tax distributions and capital returns from
both entities, determined in accordance with the equalisation arrangements; and
8. both Vital NZ and Vital AU Unit Holders would need to separately approve any
fundamental changes proposed to the DLT structure or other matters that
materially impact both entities.
Other benefits / attributes of the proposal:
1. retention of S&P/NZX50 index inclusion and likely addition of S&P/ASX 300 index
inclusion is expected to increase demand for Vital’s units;
2. to align with the ASX Listing Rules
3
, Vital would change from being a Fund Issuer to
an Equity Issuer;
3. Vital would continue to have a majority independent Board and an independent
Chair; and
4. reducing property level inefficiencies and broadening Vital’s capital sources will
help unlock embedded value in Vital’s existing development pipeline.
In addition, the Manager’s parent entity will provide Vital’s Independent Directors with a
right (on behalf of Unit Holders) to participate in the event the Manager’s parent entity
looks to exit its management rights in relation to Vital.



1
Earnings accretion delivered through removal of inefficiencies. Value accretion delivered through
a mix of higher distributions, the increased pool of potential demand for Vital units and the ability to
unlock embedded value in Vital’s existing potential development pipeline.
2
This exchange facility would operate at the establishment of the DLT and would be subject to
demand and availability of units to facilitate any exchange.
3
As Vital would have a primary listing on both the NZX and the ASX it would need to comply with
both regimes.

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


The Manager, through its local management, Independent Directors and advisers, will
consult with Unit Holders on the draft proposal over coming weeks. This consultation will
include discussions with institutional investors and representatives of retail investors, as well
as with Vital’s Supervisor.
The Manager’s Independent Chair, Graham Stuart commented:
“Vital would remain one investment option from which investors would receive the
same returns irrespective of the trust a Unit Holder invests through. If one side fares
better (or worse) than the other, the gain (or loss) to Unit Holders of both sides will
be the same.
This proposal takes nothing away from the significant benefits Vital has enjoyed
over the 25 years it has been listed on the NZX nor from the benefits New Zealand
investors derive from Vital’s structure, notably the PIE regime.
A critical requirement of the range of options explored has been the Independent
Directors’ and Manager’s desire to continue to retain both Vital’s NZX listing and PIE
structure for the benefit of Vital’s current Unit Holders.
Importantly, the above proposal is intended to be accretive for all existing Unit
Holders and includes a range of attributes which either directly respond to investor
feedback or which we consider will enhance Vital in the future.”
Depending on the outcome of the consultation, a proposal including more detail
regarding the proposed structure is expected to be put to Unit Holders for a vote in April
2025. Approval would require approval by special resolution of Unit Holders (75% majority).
An investor presentation is attached to this release.
– ENDS –

MEDIA ENQUIRIES:
Mark Watts, Managing Partner, GRC Partners, Tel +64 27 250 4018 mark.watts@grcpn.nz

OTHER 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 (~79%* of portfolio value) and ambulatory
care facilities (~21%* of portfolio value).
Vital is the leading specialist listed landlord of healthcare property in Australasia.
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 indicative, as at 30 September 2024

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



Disclaimer
This document provides general information only and is not intended as investment, legal,
tax, financial product or financial advice or recommendation to any person 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.
There is no certainty that the proposal contemplated by this document will be
implemented. It remains subject to significant uncertainty and details that are yet to be
worked through and are to be consulted on.
This document 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.
Any indications of, or guidance or outlook on, future earnings or financial position or
performance and future distributions are also forward-looking statements. 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 document or any information supplied in connection with it. The Manager
and the Trust are under no obligation to update this document or the information
contained in it after it has been released. Past performance is no indication of future
performance.
The information in this document is of general background and does not purport to be
complete. It should be read in conjunction with Vital’s market announcements lodged
with NZX, which are available at www.nzx.com/companies/VHP
The transaction described in this Presentation remains subject to board, regulatory and
Unit Holder approvals and there is no guarantee that the restructure will proceed in the
form described in this Presentation or at all.