Vital announces internalisation and NZ$220m capital raising
MARKET RELEASE
10 November 2025
Vital announces internalisation and NZ$220m capital raising
The Independent Directors of Northwest Healthcare Properties Management Limited
(Northwest or Manager), as manager of Vital Healthcare Property Trust (Vital), are
pleased to announce that they have reached a conditional agreement with Northwest
to internalise the management of Vital (Internalisation). The Internalisation represents the
next key step in Vital’s evolution, enhancing governance and providing a scalable
platform positioned to capture the full benefit of future growth on behalf of Unit Holders.
A NZ$220m capital raising (Offer) will fund the Internalisation and enable Vital to be well-
positioned to unlock attractive near-term developments including Coomera Stage 1A
and Macarthur Stage 2. The Offer will be conducted by way of a NZ$190m underwritten
placement (Placement) and a NZ$30m unit purchase plan (UPP).
Graham Stuart, Chair of Vital, notes, “Internalisation marks an important milestone for
Vital, positioning the business to deliver stronger and more sustainable returns for Unit
Holders. By bringing management in-house under a strengthened governance
framework, Vital will be well-positioned to unlock future growth, enhance transparency
and accountability, and fully align management and investor interests. This transaction
creates a scalable platform as Vital continues to grow its leadership in healthcare real
estate.”
Internalisation
The terms of the Internalisation, including the payment to be made to the Manager, were
negotiated by the Independent Directors on an arm’s length commercial basis. The
Independent Directors considered the proposal to internalise the management of Vital
received from Northwest on behalf of Vital and its Unit Holders based on specialist advice
received from Craigs Investment Partners Limited (as to financial advice), Chapman Tripp
(as to legal advice) and KPMG (as to tax and people aspects of the Internalisation).
Northington Partners was also appointed by the Independent Directors to provide an
independent expert view on the valuation of the management rights in Vital and the
impact internalising management is expected to have. Northwest received its own
separate financial advice from Barrenjoey Advisory Pty Limited and Forsyth Barr Limited,
legal advice from Ashurst and Bell Gully and tax advice from Ashurst, Bell Gully and PwC
for the Internalisation.
Key terms of the Internalisation include:
• Northwest will be paid NZ$214m (plus GST) (Management Termination Payment) to
relinquish the management rights in Vital by retiring as the manager of Vital.
VITAL HEALTHCARE PROPERTY TRUST
Managed by
Northwest Healthcare Properties Management Limited
vhpt.co.nz
Page 2 of 6
• The net after-tax cost to Vital is expected to be NZ$177m (subject to a binding ruling
from the IRD).
• Trustee Executors Limited (the supervisor of Vital) will appoint a new entity (the New
Vital Manager) as the manager of Vital on a temporary basis in accordance with the
Vital Trust Deed. Vital’s Unit Holders will be asked to ratify the appointment at Vital’s
2026 annual meeting. The New Vital Manager has applied to be licensed by the
Financial Markets Authority on the same basis as Northwest.
• Chris Adams and Michael Groth will be retained as CEO and CFO respectively under
new employment agreements. Vital will retain key management personnel and the
majority of Northwest’s industry leading healthcare property team, embedding a fully
established management platform to advance Vital’s strategy. Northwest will
continue to provide support services to the New Vital Manager under a transitional
services agreement with an initial 24-month term (with the parties being able to agree
to renew the transitional services agreement for up to two further periods of up to six
months each, if required).
• The Board will remain unchanged through the transition, which includes Mike Brady
and Zachary Vaughan, who will retain their board seats as representatives of Vital’s
largest Unit Holder Northwest Healthcare Properties REIT.
Northwest also currently manages a A$2.6bn
1
portfolio of Australian healthcare properties
(Galaxy Portfolio). Under the Internalisation, Vital has agreed to provide certain
development consulting services to Northwest in connection with the Galaxy Portfolio.
Implementation of the Internalisation is conditional on a number of matters, including:
• consents from Vital’s lenders and amendments to its financing documents necessary
to implement the Internalisation;
• the FMA granting the New Vital Manager a market services licence as a “Managed
Investment Scheme Manager” under the Financial Markets Conduct Act 2013;
• no less than NZ$175 million of net offer proceeds being raised via the Offer; and
• the receipt of regulatory approvals from the Foreign Investment Review Board and
Overseas Investment Office.
The Internalisation is expected to settle on 31 December 2025, or, if more time is required
to satisfy the conditions, in the first quarter of calendar year 2026.
On a pro forma basis, the Internalisation is expected to be AFFO and value accretive and
provide normalised cost savings of ~NZ$20.9
2
m per annum, implying a net savings
multiple of 8.5x.
Northington Partners concluded that the Management Termination Payment was within
their valuation range and that the present value of the benefits for Unit Holders from the
Internalisation materially exceeds the after-tax cost of the Management Termination
Payment for Unit Holders.
3
1
As at 30 June 2025
2
Includes NZ$0.9m of fee income related to development consulting services provided to Northwest
3
A summary of Northington Partners’ independent expert assessment of the merits of the Internalisation for unitholders
not associated with Northwest accompanies this announcement
VITAL HEALTHCARE PROPERTY TRUST
Managed by
Northwest Healthcare Properties Management Limited
vhpt.co.nz
Page 3 of 6
The Independent Directors unanimously support the Internalisation and believe it is in the
best interests of Vital’s Unit Holders.
4
The Internalisation does not require a Unit Holder vote, which was important as the
Independent Directors needed to act quickly and with certainty.
Capital raising
The Offer will be conducted by way of a NZ$190m Placement and a NZ$30m UPP.
Net proceeds from the Placement and UPP will be used to fund the Management
Termination Payment as well as providing additional balance sheet flexibility to execute on
attractive near-term developments, including Coomera Stage 1A and Macarthur Stage 2.
The Placement will be conducted during the course of today, with new Units issued at a
fixed price of NZ$1.95 per Unit, representing a 9.5% discount to the dividend adjusted
closing price of NZ$2.156
5
on 7 November 2025. Northwest has indicated it does not
intend to participate in the Placement, providing an opportunity for new Unit Holders to
come on to Vital’s register. Northwest has also agreed to an escrow arrangement
through to release of Vital’s 1H26 result in February and to not sell down below a 10%
stake until after the release of Vital’s FY26 result in August 2026.
Vital will endeavour to treat Eligible Unit Holders fairly through the Placement via an
allocation policy that seeks, to the extent possible, to provide pro rata allocations to
existing Unit Holders that bid for at least their pro rata share of new Units under the
Placement and are not able to be kept pro rata through the UPP.
A trading halt has been granted by NZX to facilitate the Placement and is expected to be
lifted on 11 November 2025. The settlement date of the Placement and commencement
of trading of the new Units on the NZX Main Board will be 14 November 2025.
The UPP will allow all eligible Unit Holders with a registered address in New Zealand on the
record date to apply for up to NZ$50,000 of new Units in Vital. The issue price of the new
Units under the UPP will be the lower of the Placement price and a 2.5% discount to the
volume weighted average price of Vital Units traded on the NZX during the five trading
days up to, and including, the end of the UPP offer period. The UPP provides participants
the benefit of a downside pricing mechanism which is not available in pro-rata
structures.
The UPP offer application website will open on 14 November 2025, with the Offer
Document also being available from that date. The UPP offer will close 5.00pm NZDT, 28
November 2025, with settlement on 5 December 2025.
The Offer has been structured to be as fair as possible to all existing Unit Holders, and
enables almost all Unit Holders to participate through either the Placement or the UPP
(except where restricted due to legal constraints). Vital may accept additional
4
Unit Holders not associated with Northwest
5
Adjusted to reflect that new Units issued will not be eligible for FY26 first quarter dividend of 2.4375 cents per unit
VITAL HEALTHCARE PROPERTY TRUST
Managed by
Northwest Healthcare Properties Management Limited
vhpt.co.nz
Page 4 of 6
applications at its discretion. Should scaling be required, it will be by reference to existing
Unit Holdings on the record date of 5.00pm NZDT, 7 November 2025.
The Placement is underwritten
by Craigs Investment Partners Limited, Forsyth Barr Group
Limited and Barrenjoey Markets Pty Limited. The UPP is not underwritten.
Dividends and suspension of the dividend reinvestment plan
New Units issued under the Offer will not be eligible for the FY26 first quarter dividend
announced on 6 November.
To ensure orderly execution of the Offer, the dividend reinvestment plan (DRP) for the first
quarter dividend has been suspended. In accordance with the DRP plan rules, this
means that any applications made to participate in the DRP will not apply to the first
quarter dividend and such application will resume (unless that application is withdrawn)
from the next dividend.
Management presentation
An online presentation will be held today at 10.30am NZDT, at which management will
discuss the key terms of the Internalisation and implications for Vital’s future growth
strategy. The link to the webcast is: https://ccmediaframe.com/?id=B8nNjMMa.
– ENDS –
ENQUIRIES
Chris Adams
Fund Manager, ANZ, Northwest Healthcare Properties Management Limited
Tel +61 408 665 332, Email chris.adams@nwhreit.com
Michael Groth
Chief Financial Officer, Northwest Healthcare Properties Management Limited
Tel +61 409 936 104, Email michael.groth@nwhreit.com
MEDIA ENQUIRIES
Geoff Senescall
Tel +64 21 481 234, Email senescall@senescallakers.co.nz
VITAL HEALTHCARE PROPERTY TRUST
Managed by
Northwest Healthcare Properties Management Limited
vhpt.co.nz
Page 5 of 6
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 (~80%* of portfolio value),
ambulatory care facilities (~16%* of portfolio value) and life science facilities (4%* 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 (TSX: NWH-UN.TO), a global
owner and manager of healthcare infrastructure.
For more information, please visit our website: www.vhpt.co.nz
For more information about Northwest, please visit: www.nwhreit.com
* All figures are as at 30 September 2025, NZD/AUD exchange rate of 0.8770.
Disclaimer
This announcement has been prepared by Northwest Healthcare Properties Management
Limited (Manager) as manager of the Vital Healthcare Property Trust (Trust). The details in
this announcement provide general information only. This announcement is not intended
as investment, legal, tax 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.
This announcement is not a product disclosure statement or offering document under New
Zealand law or under any other law. It is for information purposes only and does not
constitute an offer, invitation or recommendation to subscribe for, retain or purchase any
securities in Vital in any jurisdiction. This announcement will not form part of any contract
for the acquisition of Vital securities.
All references to $ are to New Zealand dollars, unless otherwise indicated.
This market announcement has been prepared for publication in New Zealand and may
not be released to United States wire services or distributed in the United States. This
announcement does not constitute an offer to sell, or a solicitation of an offer to buy,
securities in the United States (or to, or for the account or benefit of, any person in the
United States) or any other jurisdiction. Any securities described in this announcement have
not been, and will not be, registered under the US Securities Act of 1933 and may not be
offered or sold in the United States except in transactions exempt from, or not subject to,
registration under the US Securities Act and applicable US state securities laws.
This announcement may contain forward-looking statements. Forward-looking statements
can include words such as “Expert”, “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
VITAL HEALTHCARE PROPERTY TRUST
Managed by
Northwest Healthcare Properties Management Limited
vhpt.co.nz
Page 6 of 6
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 forward-looking statements. The Manager, the Trust and its or their directors,
employees and/or shareholders or Unit Holders 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.
---
Northington Partners Limited
Mergers, Acquisitions & Divestments • Debt & Equity Capital Raising • Corporate Finance
7 November 2025
The Independent Directors
Northwest Healthcare Properties Management Limited
PO Box 6945
Victoria Street West
Auckland
Dear Directors
1.0 Introduction
Vital Healthcare Property Trust (“Vital” or the “Trust”) is an NZX-listed managed investment scheme
which is externally managed by Northwest Healthcare Properties Management Limited
(“Northwest”).
Vital is considering a management internalisation proposal (“Internalisation”) under which Vital
would:
i. terminate Northwest’s management rights (“Northwest Management Rights”) by
Northwest retiring as manager of Vital;
ii. pay a termination payment to Northwest as compensation for the relinquished
management rights (“Internalisation Payment”);
iii. appoint a new manager of Vital which is ultimately owned by Vital unitholders; and
iv. confirm various ancillary arrangements (such as agreements around provision of
transitional services etc).
The Independent Directors of Northwest (“Independent Directors”) have engaged Northington
Partners Limited (“Northington Partners”) to provide an independent expert assessment of the
merits of the Internalisation for unitholders who are not associated with Northwest. Our report will be
one source of information used by the Independent Directors when determining whether to sign the
related party benefit certificate as required under the Financial Markets Conduct Act 2013 (“FMCA”)
in relation to the Internalisation.
This letter summarises our findings and has been provided for Vital to share with unitholders
recognising that our full report contains commercially sensitive information and is intended to be
provided to the Independent Directors only. It does not include all of the information that unitholders
might require when assessing the Internalisation and should be read in conjunction with Vital’s other
disclosures relating to the Internalisation and associated capital raising. However, we believe that this
letter provides sufficient information to allow unitholders to understand how we valued the Northwest
Management Rights and reached our conclusions in relation to the broader merits of Internalisation.
Auckland
+64 9 913 4600
L33, 48 Shortland St
PO Box 105-384
Auckland 1010
Christchurch
+64 3 378 2105
L4, 70 Gloucester Street
PO Box 13-804
Christchurch 8011
www.northington.co.nz
Vital Healthcare Property Trust Page | 2
Summary of Internalisation Assessment
2.0 Value of Internalisation
We have assessed both the fair market value of the Northwest Management Rights and the value of
the Internalisation to the Trust, as summarised in 2.1 and 2.2 below.
2.1 Market Value of Northwest Management Rights
In determining the fair market value of the Northwest Management Rights, we have primarily relied
on an EBIT multiple approach (cross-checked with a discounted cash flow (“DCF”) valuation). We
consider this approach is appropriate because Northwest’s earnings from the management of Vital
are relatively mature and predictable and there is significant reliable evidence for similar transactions
across New Zealand and Australia.
Our estimate of the forecast earnings from the Northwest Management Rights is based on our view
of “maintainable” earnings that could be generated from the current Vital portfolio, having regard to
the key terms of Vital’s Trust Deed, future development and acquisition / divestment activity as well
as possible portfolio revaluations. Figure 1 provides a summary of our maintainable revenue
estimate for FY26, relative to the revenue generated from the Northwest Management Rights over
the FY18 – FY25 period.
Figure 1: Northwest Historic Management Fees vs FY26 Forecast (Maintainable)
Source: Vital related party disclosures, Northington Partners estimates.
Our assessed maintainable revenue of $32.7m compares to average annual fees paid to Northwest
of $36.0 over the previous eight-year period. This estimate reflects the following:
- Incentive fees have been a meaningful driver of performance for Northwest (averaging $11.6m
annually over the FY18 – FY24 period), largely as a result of significant compression in valuation
cap rates. We do not expect this is likely to persist and have made no allowance for further cap
rate driven revaluation gains. However, we have assumed long-run rental growth of 2.5% which
underpins our estimated maintainable incentive fee of $4.1m;
- Development fees have been assumed at $4.0m, broadly consistent with annual averages of
$3.3m over the FY18 – FY25 period and after allowing for Vital’s immediate and future pipeline of
development opportunities (e.g. Coomera and MacArthur);
- Acquisition and divestment fees have been assumed at $1.2m relative to an annual average of
$2.0m over the historic period; and
- Other fees (property management, leasing and AFSL) are based on current budgets and
estimates of normal leasing activity.
In order to determine the maintainable level of earnings from the Northwest Management Rights, we
have estimated the standalone costs of managing Vital based on a forecast provided for FY26. This
forecast has been reviewed by the Independent Directors and their advisers and is considered to be
reasonable. The assumed cost of $15.1m is largely based on Northwest’s current costs, but with
certain adjustments for expected ongoing management incentives, rent and corporate costs, IT and
$11.9
$13.8
$12.2
$13.0
$15.7
$18.5
$18.1
$17.7
$17.8
$0.8
$1.2
$4.8
$3.4
$4.4
$6.8
$3.7
$1.4
$4.0
$2.2
$9.8
$3.3
$8.0
$14.3
$2.5
$5.2
$4.6
$4.0
$13.1
$12.1
$6.5
$12.4
$15.9
$15.0
$6.6
$4.1
$28.1
$37.2
$26.8
$38.4
$50.5
$44.8
$35.9
$26.1
$32.7
FY18FY19FY20FY21FY22FY23FY24FY25FY26
(Norm.)
BaseProperty ManagementDevelopmentOtherIncentive
Vital Healthcare Property Trust Page | 3
Summary of Internalisation Assessment
HR services which will continue to be provided by Northwest for a transition period. The estimate
also includes certain costs related to the Galaxy contract (valued separately).
We have derived maintainable EBIT for the Northwest Management Rights of $17.6m, as
summarised in Table 1. This also represents the net operating savings that will be available to Vital
as a result of the Internalisation. We note that our estimate is lower than the level of normalised fee
savings assumed by Vital (~$20m), primarily reflecting more conservative assumptions for activity
based fees relative to historical levels and applying a 20% discount to our assessment for normalised
incentive fees to account for the assumed time and risk until the rolling off of the high-water mark.
Table 1: Assumed EBIT of the Northwest Management Rights (NZ$m)
Item
Base fees $17.8
Property Management and AFSL fees $3.7
Leasing fees (including development) $2.0
Development fees $4.0
Acquisition and disposal fees $1.2
Incentive fees $4.1
Total Revenue (Fees Saved) $32.7
Less costs incurred ($15.1)
EBIT (Operating Savings) $17.6
Source: Northington Partners’ estimates.
A summary of the earnings multiples implied by relevant transactions is set out in Figure 2 and
Appendix 1. After considering the portfolio characteristics of Vital relative to the transaction evidence
and the prevailing market conditions, we have assessed an EBIT multiple range of 11.0x – 12.5x for
the Northwest Management Rights. This reflects our view that key market factors (interest rate
environment and broader NZ property sector EV/EBIT multiples) are consistent with the prevailing
market at the time of the GMT internalisation (12.7x EBIT). However, we believe that the underlying
characteristics of the GMT management rights are superior to those relating to Vital and therefore
suggest the GMT internalisation multiple represents the top end of an appropriate multiple range.
Figure 2: Comparable Transaction EV / EBIT Multiples Vs LPV Sector and Interest Rates
Source: Capital IQ, IRESS, Northington Partners.
DNZ, 7.1x
Argosy Property
Trust, 5.3x
Kermadec Property
Fund, 10.5x
Kiwi Property Group,
6.3x
PFIM Limited, 9.3x
Augusta Capital,
12.2x
Precinct (AMP
Haumi), 14.7x
Goodman (NZ)
Limited, 12.7x
0.00%
1.50%
3.00%
4.50%
6.00%
7.50%
9.00%
0.0x
5.0x
10.0x
15.0x
20.0x
25.0x
30.0x
Jan-10
Aug-10
Mar-11
Oct-11
May-...
Dec-12
Jul-13
Feb-14
Sep-14
Apr-15
Nov-15
Jun-16Jan-17
Aug-17
Mar-18
Oct-18
May-...
Dec-19
Jul-20
Feb-21
Sep-21
Apr-22
Nov-22
Jun-23Jan-24
Aug-24
Mar-25
Oct-25
S&P NZX Realestate Index - EV / NTM EBITNZ 10yr SWAP
Price / EBIT (NZ)Price / EBIT (Aus)
Vital Healthcare Property Trust Page | 4
Summary of Internalisation Assessment
Applying our EBIT multiple range to the assessed earnings for the Northwest Management Rights,
we have assessed a fair market value range of $193m to $220m (mid-point $207m), as summarised
in Table 2. This represents our view of the likely price achievable in an arms-length sale of the
Northwest Management Rights to a third-party.
Table 2: Assessed Market Value Range and Implied Multiples of Northwest Management Rights
Low High Mid-Point
Maintainable EBIT $17.6 $17.6 $17.6
EBIT Multiple 11.0x 12.5x 11.8x
EV ($m) $193 $220 $207
EV / FY25 FUM 6.0% 6.8% 6.4%
When including the value attributed to the Galaxy management rights of $5m (equivalent to an
implied multiple of approximately ~5x the minimum base fees reflecting the likely term of the
contract), our valuation range for the total Northwest Management Rights is between $198m and
$225m, with a mid-point of $212m.
Our DCF cross-check is based on the cash flow assumptions set out below in 2.2 and an assessed
9.75% - 10.75% discount rate range (largely derived from our assessed IRR from the GMT
internalisation). These assumptions result in a DCF value range of $183m - $221m, with a mid-point
value of $202m. Although the DCF value range is wider, this outcome supports our multiple-based
valuation assessment.
The Internalisation Payment of $214m is therefore within our assessed fair market value range and
supported by our DCF valuation.
Vital also anticipates obtaining a binding ruling from the IRD to confirm that the termination
component of the Internalisation Payment is deductible for tax purposes. After allowing for Australian
tax leakage, Vital anticipates a net tax benefit of $37m. Accounting for this benefit reduces the
effective post-tax cost of the Internalisation Payment to $177m, a 17% discount to our mid-point
market valuation for the Northwest Management Rights.
On the basis of the valuation outcome summarised above, we conclude that the value of the
Internalisation Payment is fair to Vital unitholders not associated with Northwest.
2.2 Value to Vital of Internalisation
We have also assessed the value of the Internalisation to Vital, being the present value of the future
cost savings from internal management, valued at Vital’s weighted average cost of capital.
In summary, our DCF cash flows are based on a 10-year forecast period assuming Vital’s portfolio
increases in value from the current value of ~$3.2bn to ~$6.0bn over the forecast period, a
compound annual growth rate of ~6%. This growth reflects the following key assumptions:
- Nominal rental growth of 2.5% driving like-for-like revaluation gains of 2.5% (cap rates assumed
to be consistent with current levels);
- Annual average development expenditure of $100m and acquisitions of ~$87m; and
- Management costs consistent with those assumed above ($15.1m per annum in real terms) while
allowing for additional resources as the portfolio grows.
We have applied a discount rate range of 7.50% to 8.25% based on our assessment of the cost of
equity for the management rights at ~10%, Vital’s cost of debt and 35% leverage. Assuming terminal
growth of 2%, we estimate the value to the Trust of internalising the management contract is in a
range between $262m and $318m.
Based on the post-tax cost of the Internalisation Payment of $183m (after allowing for the time period
over which the tax benefit is expected to be realised), the Internalisation represents a net value
benefit to Vital of between $79m to $135m, with a mid-point of $107m.
Vital Healthcare Property Trust Page | 5
Summary of Internalisation Assessment
3.0 Other Considerations
We estimate that the Internalisation will result in increased adjusted funds from operations to Vital
unitholders of ~8%, or ~12% when allowing for capitalised fee savings (on a normalised FY26 pro
forma basis and when including our assumed fee savings in Table 1, including incentive fees of
$4.1m). All else being equal, this should result in a commensurate increase in distributable income.
While we estimated that Vital’s NTA will decrease by ~10% when allowing for the impact of the
Internalisation Payment (but excluding the impact of dilution arising from the capital raised over and
above the post-tax termination payment), we suggest that unitholder value will increase due to the
net present value of the on-going cash flow improvements generated by the Internalisation.
The Internalisation will significantly reduce Vital’s overall management expenses. We estimate Vital’s
total expense ratio has averaged ~1.6% of average total assets over the FY18 – FY25 period
(including total management fees and Trust corporate costs) and will likely reduce to ~0.6% after the
Internalisation, consistent with the sector average. We suggest that a more consistent, transparent
and sector-aligned expense ratio will also benefit unitholders.
Other non-financial benefits of the Internalisation include:
- Removal of potential conflicts of interest between Vital and Northwest;
- Elimination of the risk that Northwest could sell the Vital management rights to another third party
which may be less capable or have different strategic priorities;
- Increased governance and management control;
- Enhanced flexibility to pursue potential corporate actions (e.g. corporatisation, ASX listing) or
M&A activity without the impediment of having to accommodate an external manager;
- Improved free float should improve Trust liquidity and price transparency while potentially also
attracting new institutional investor interest; and
- Provides the option for Vital to establish its own funds management platform.
We do not believe there are any material negative consequences of Internalisation other than the
potential loss of Northwest’s broader global healthcare expertise and network.
Yours faithfully
Northington Partners Limited
Greg Anderson
Director
+64 9 302-6211 | +64 27 457-6780
greg.anderson@northington.co.nz
Vital Healthcare Property Trust Page | 6
Summary of Internalisation Assessment
Appendix 1: Comparable Transaction Evidence
Table 3: Comparable New Zealand Transactions
Date Entity Transaction
EV
(NZ$m)
AUM
(NZ$m)
EV / EBIT EV / AUM
Mar-24 Goodman (NZ) Limited Internalisation 272 4,638 12.7x 5.9%
Mar-21 AMP Haumi Internalisation 215 3,500 14.7x 6.1%
Jun-20 Augusta Capital Acquisition 82 1,800 12.2x 4.6%
Apr-17 Property For Industry Internalisation 42 1,100 9.3x 3.9%
Dec-13 Kiwi Property Group Internalisation 73 2,188 6.3x 3.3%
Feb-13 Kermadec Property Fund Internalisation 2 100 10.5x 2.0%
Jan-12 Property for Industry Acquisition 11 359
2.9%
Oct-11 Vital Healthcare Acquisition 12 533
2.2%
Aug-11 Argosy Property Trust Internalisation 20 935 5.3x 2.1%
Apr-11 Vital Healthcare Internalisation 14 533
2.6%
Oct-10 National Property Trust Internalisation 3 187
1.3%
Jul-10 DNZ Internalisation 35 730 7.1x 4.8%
Median
9.9x 3.1%
Source: Public disclosures, Annual reports, NZX/ASX announcements, S&P Capital IQ, Northington Partners analysis.
Table 4: Comparable Australian Transactions
Date Entity Transaction
EV
(NZ$m)
AUM
(NZ$m)
EV / EBIT EV / AUM
Jun-25 BWP Internalisation 143 3,641 10.6x 3.9%
May-25 IP Generation Acquisition 90 2,000
0.6%
Apr-23 Challenger Real Estate Platform Acquisition 38 3,400
1.1%
Aug-22 Fortis Funds Management Acquisition 58 1,900
3.0%
Jan-22 PMG Funds Acquisition 44 920
4.8%
May-21 APN Property Group Limited Acquisition 137 2,900
4.7%
Apr-21 Primewest Group Limited Acquisition 417 5,000 15.2x 8.3%
Oct-20 Investec Australia Property Fund Internalisation 40 1,385 9.1x 2.9%
Jun-20 GoFARM Asset Management Acquisition 10 283
3.5%
Sep-19 Garda Capital Group Internalisation 31 404 9.1x 7.7%
May-19 Heathley Limited Acquisition 39 620 12.1x 6.3%
Aug-18 Aventus Capital Limited Internalisation 143 2,000 8.6x 7.2%
Aug-18 Folkestone Acquisition 56 1,609 7.7x 3.5%
Jan-17 360 Capital Investment Mgmt Acquisition 98 1,495 10.0x 6.6%
Jun-16 Generation Health Management Acquisition 63 552
11.3%
Dec-14 Arena REIT Internalisation 12 440 10.0x 2.6%
Mar-14 CFS Retail Property Trust Internalisation 493 14,887 9.5x 3.3%
Nov-13 GDI Property Group Internalisation 29 795
3.7%
Median 9.5x 3.8%
Source: Public disclosures, Annual reports, NZX/ASX announcements, S&P Capital IQ, Northington Partners analysis.
---
Internalisation
and Capital
Raising
10 November 2025
VITALHEALTHCAREPROPERTYTRUST
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1
Epworth Eastern
Important notice and disclaimer
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 placement (Placement) and Unit
Purchase Plan (UPP) (the Placement and UPP together, the Offer) of new Units in
Vital (New Units) to be made to:
•Eligible institutional investors in New Zealand and selected other jurisdictions in
respect of the Placement; and
•Eligible retail Unit Holders of Vital with registered addresses in New Zealand as
at the Record Date in respect of the UPP,
in reliance on clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013
(FMCA).
Information
The information in this presentation is of a general nature and does not purport to
be complete nor does it contain all the information which a prospective investor
may require in evaluating a possible investment in Vital or that would be required in
a product disclosure statement for the purposes of the FMCA. Vital is subject to
disclosure obligations under the NZX Listing Rules that 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,
Barrenjoey Markets Pty 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 and
Barrenjoey Markets Pty 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.
VITALHEALTHCAREPROPERTYTRUST
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2
Important notice and disclaimer
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 forwardlookingstatements 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 respective 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
respective 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 particular, Forsyth Barr Limited and
Barrenjoey Markets Pty Limited (and/or their respective affiliates) are acting as
advisers to the Manager in its own capacity in relation to the termination of its
management rights (pursuant to the internalisation transaction), and will receive
fees in relation to such role.Inthe ordinary course of their various business activities,
the Joint Lead Managers, the Underwriters and their respective affiliates and
officers, employees and representatives 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 respective 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 respective
affiliates in connection with their ordinary course sales and trading,
principal investing and other activities, result in the Joint Lead Managers
or their respective 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.
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Contents
Presenters
Graham
Stuart
INDEPENDENT
CHAIR
Michael
Groth
CFO ELECT
Chris
Adams
CEO ELECT
Transaction summaryPage 5
Internalisation overviewPage 7
Positioned for growthPage 13
Capital raising overviewPage 19
AppendicesPage 24
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The internalisation is expected to provide normalised cost savings and fees of ~NZ$21m
1
per annum and be AFFO and value accretive
Internalisation summary
►Gross payment of NZ$214m (plus GST) from Vital to Northwest as consideration for the termination of its
right to manage Vital and the associated ongoing Galaxy arrangements
►The net after-tax cost to Vital is expected to be NZ$177m (subject to a binding ruling from the IRD)
►Vital will retain key management personnel and the majority of Northwest’s industry leading
healthcare property team, embedding a fully established management platform to advance Vital’s
strategy
►Vital will maintain a strong and mutually beneficial relationship with Northwest by continuing to
provide development advisory and support services. A transitional services agreement will be
implemented to ensure an orderly transition, enabling Vital to remain focused on successfully
executing on its strategy
►Internalisation expected to deliver significant benefits to Unit Holders, positioning Vital to deliver
enhanced Unit Holder returns, including increased distributions over time through reduced costs and a
scalable platform positioned to capture the full benefit of future growth
The Independent Directors of Vital are pleased to announce today that they have reached an
agreement with Northwest, to internalise the management of Vital
1.Includes NZ$0.9m of fee income related to development consulting services provided to Northwest.
2.FY26 pro forma annualised impact. Based on total raise proceeds of $220m and inclusive of Coomera Stage 1A and Macarthur Stage 2developments on a pro forma fully leased basis assuming these projects are activated
and completed (refer slide 17 for further detail). The expected cash tax savings associated with the internalisation are treatedas if they are used to repay debt.
3.Value accretion is FY26 pro forma AFFO accretion adjusted for the normalised savings related to capitalised fees (net of go-forward capitalised costs) of NZ$8.6m which are not captured in AFFO but which will be reflected in
Vital's net tangible assets. This metric is akin to a total return measure for Vital Unit Holders.
Net savings mul tiple
8.5x
1
Pro forma AFFO accretion
2%
2
Pro forma value accretion
12%
3
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Capital raising summary
Vital is raising NZ$220m to fund the internalisation and provide additional balance sheet flexibility
to execute on its near term development opportunities
►NZ$220m capital raising consisting of a:
▪NZ$190m Underwritten Placement to eligible investors
▪NZ$30m Unit Purchase Plan to all eligible Unit Holders
►Units to be offered under the Placement at a fixed price of NZ$1.95, representing a:
▪9.5% discount to last close on 7 November 2025 of NZ$2.156 (ex-dividend)
▪11.1% discount to 5 day VWAP up to and including 7 November 2025 of NZ$2.194 (ex-dividend)
►Northwest will not participate in the offer and has agreed to an escrow arrangement through to the
release of Vital’s HY26 result in February 2026 and to not sell down below a 10% stake until after the
release of Vital’s FY26 result in August 2026
►Capital raising is designed to provide nearly all existing Unit Holders (unless restricted due to legal
constraints) with the opportunity to subscribe for at least their pro rata portion of the equity raise
►Proceeds exceeding the net cost of internalisation will initially be applied to repay debt,
expected to lower pro forma gearing to ~40%
1
►Capital raise provides additional balance sheet flexibility to execute on attractive near term and
shovel ready development opportunities (Coomera Stage 1A and Macarthur Stage 2)
1.Assuming total raise proceeds of NZ$220m and including proceeds from announced asset sales, but excluding the uncommitted Coomera Stage 1A and Macarthur Stage 2 developments.
2.Pro forma NTA of $2.24 cpu, adjusted for the capital raise, internalisation and asset sales.
3.Vital reaffirms FY26 DPU guidance of 9.75 cpu. Yield metrics based on Placement price of NZ$1.95 per Unit, gross dividend yield assuming NZ domiciled investor with a 39% taxrate.
Di scount to l ast cl ose
9.5%
Discount to pro forma NTA
12.8%
2
Pro forma gross / cash div yield
8.2% / 5.0%
3
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Internalisation
overview
Ormiston Hospital Stage 1 Expansion,
Auckland
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Internalisation Agreement
►The Independent Directors have reached a conditional agreement with Northwest to internalise the management of Vital for a totalgross
payment of NZ$214m (plus GST)
►Key conditions to the agreement include consent from Vital’s lenders, FMA granting a market services licence to the new manager entity, no
less than NZ$175m of net offer proceeds being raised, FIRB and OIO approval
►The internalisation will be effected by Northwest retiring as Manager of Vital and a new manager entity owned on behalf of Unit Holders being
appointed. Vital will separately acquire or engage all of the employees and business information necessary to manage Vital
►The termination payment is expected to be a deductible expense for Vital, incurring a net cost of NZ$177m which implies a 8.5x multiple of
NZ$20.9m normalised net savings
1
▪Vital will apply for a binding ruling from the IRD to confirm the extent that the termination payment is deductible for income tax purposes
►Vital has agreed to provide Northwest with development consulting services, generating ~NZ$0.9m of annual income for a minimum of 6 years
►Chris Adams and Michael Grothwill be retained as CEO and CFO respectively under new employment agreements with Vital
►The Internalisation is expected to settle on 31 December 2025 or, if more time is required to satisfy conditions, in the first calendar quarter of 2026
►The Board will remain unchanged through the transition
2
, which includes Mike Brady and Zachary Vaughan who will retain their board seats as
representatives of Vital’s largest Unit Holder
1.Includes NZ$0.9m of fee income related to development consulting services provided to Northwest.
2.If Northwest’s holding reduces below 20% one representative has agreed to resign, and if it is less than 10% Northwest will haveno Board representation.
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Expected benefits of internalisation
Financial
▪2% accretive to AFFO
1
and 12% value accretive
2
▪Retention of the full value of Vital’s growth, removing acquisition, development and incentive fee leakage
▪Increases Vital’s embedded development value to Unit Holders
▪Vital will no longer pay management fees to Northwest, providing a more efficient scalable platform
Corporate
governance
▪Enhanced corporate governance framework through consolidation of management and ownership to create a single accountable
governance model, leading to improved transparency and reporting standards
▪Vital board will have full oversight of strategy, risk and performance
Alignment of
interests
▪Management will be directly employed by Vital and accountable to Vital board and Unit Holders with management incentives tied
directly to Vital’s performance and objectives
Removal of
uncertainty
▪Removes the possibility of an unfavourable change of control of the Manager, which Vital currently has limited control over
Increased
flexibility
▪Internalised, vertically integrated and full service trans-Tasman management platform which can be leveraged for the benefit of Unit
Holders, including to pursue adjacent growth opportunities to capture new fee streams
Increased
investor
participation
▪Internalisation aligns Vital with industry standards and accommodates investors that may prefer investing in internally managed REITs
▪Internalisation may drive an increase in the demand for and liquidity of Vital securities
▪Increased scale and liquidity with Vital's free float expected to increase by up to NZ$220m as a result of the capital raising, with potential
inclusion in the NAREIT index in December 2025
Internalisation positions Vital to deliver enhanced Unit Holder returns under a strengthened
governance framework, including capturing the full benefit of Vital’s future growth
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1.FY26 pro forma annualised impact. Based on total raise proceeds of $220m and inclusive of potential Coomera Stage 1A and Macarthur Stage 2 developments on a pro forma fully leased basis assuming these
projects are activated and completed. The expected cash tax savings associated with the internalisation are treated as if they are used to repay debt.
2.Value accretion is FY26 pro forma AFFO accretion adjusted for the normalised savings related to capitalised fees (net of go-forward capitalised costs) of NZ$8.6m which
are not captured in AFFO but which will be reflected in Vital's net tangible assets. This metric is akin to a total return measure for Vital Unit Holders.
Internalisation approach
Governance
and oversight
▪In October 2025, Vital established a sub-committee comprised of the Independent Directors to assess the proposal from
Northwest to internalise the management of Vital
Advisors and
due diligence
▪The Independent Directors engaged specialist advisers, Craigs Investment Partners (financial), Chapman Tripp (legal) and
KPMG (tax and people)
▪Northington Partners was appointed to provide an independent expert view on valuation
Assessment
▪Northington concluded that the termination payment was within their range and that the present value of the benefits
materially exceed the after-tax cost of termination for Unit Holders
Negotiation
and
execution
▪Negotiations concluded with an agreement to terminate the Manager’s right to manage Vital
▪The Independent Directors have determined that the internalisation transaction is arms-length and in the best interests of Unit
Holders, therefore Unit Holder approval is not required. This was important because the Independent Directors were required
to act quickly in response to Northwest’s proposal, and to ensure Vital was able to secure all the benefits of internalising
management
1
Note: Northwest received financial advice from Barrenjoey Advisory Pty Limited and Forsyth Barr Limited, legal advice from Ashurst and Bell Gully, and tax advice from Ashurst, Bell Gully and PwC.
1.The Independent Directors certified, on behalf of the Manager, that they considered the internalisation transaction is arms-length and in the best interests of Unit Holders, which meant a vote was not required under the
Financial Markets Conduct Act 2013.
The Independent Directors unanimously support the internalisation and believe that it is in the best
interests of, and fair and reasonable to, Vital and its Unit Holders not associated with Northwest
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Development & Transitional Services
Agreement
1.As at 30 June 2025.
Burnet Tower, Melbourne
Development Services Agreement (DSA)
►Northwest currently manages an A$2.6bn
1
portfolio of Australian healthcare properties,
owned by a joint venture between Northwest and a global real estate investor (Galaxy)
►Vital has agreed to provide certain development consulting services to Northwest in
connection with Galaxy for a term of 6 years
►Northwest will pay Vital minimum annual fees of ~A$0.85m for these services under the DSA
►Potential opportunity for Vital to be appointed to manage future Galaxy developments on
agreed fees terms, providing fee upside potential
Transitional Services Agreement (TSA)
►To be implemented for a term of 24 months and primarily relate to IT and HR support
services. Scope to extend for two further 6 month terms to the extent services are still
required
►Vital will also provide certain other services back to Northwest under the TSA, including
treasury and AFSL compliance assistance
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Northwest’s support & governance
matters
Northwest’s intentions
►Northwest intends to maintain a strong relationship with Vital moving forward, and is
expected to remain a material Unit Holder in Vital for the foreseeable future
►Northwest has agreed to a 3-month escrow of its full Unit Holding through to the release
of Vital’s HY26 results in February and further agreed not to sell down below 10% before
the release of Vital’s FY26 results
►Vital and Northwest are exploring options to provide Northwest liquidity for a portion of
its stake, which could include Vital selling an asset to Northwest in exchange for
cancelling a portion of their Units
Governance matters
►Consistent with market practice in relation to significant strategic shareholders, it is
intended that if Northwest’s holding reduces below 20% one Board representative has
agreed to resign, and if it is less than 10% Northwest will have no Board representation
►The Board are considering the appropriate long-term governance structure of Vital,
which could include corporatisation
Ormiston Hospital Stage 1 Expansion,
Auckland
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Playford Health Hub,
Adelaide
Positioned for
growth
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Investing in Healthcare Property across Australia& NewZealand
All values in NZ$ and stated as at 30 Sep 25.
1. Excludes strategic assets.
2. Inclusive of landlord exercisable options.
3. As at 30 September 2025 including signed Heads of Agreement.
Vital is the only specialist NZX-listed healthcare landlord
~$3.3bn
33
1
PROPE RTI E S
19.1years
WALE
2
Australia
~$2.2bn
19
1
PROPE RTI E S
New
Zealand
~$1.1bn
14
1
PROPERTI ES
NZ 9.75cpu
DI S TRI BUTI ON PAID IN FY 25 AND
G UI DAN CE RE AFFI RM E D FOR FY26
99%
OCCUPAN CY
3
H I G H-Q U AL I TY P O R TF O L I O
►Further enhanced in recent years via non-core asset sales
►Predominantly located in health precincts
►Diversified by geography and tenants
E M B E D D E D V AL U E
►Strategic land holdings and brownfield expansion potential
over time, including shovel ready projects
►Unmatched healthcare property development team
D E L I VE R I N G O N S TR AT E G Y
►Active management, enhancing both occupancy and WALE
►Two value enhancing developments delivered in FY25
►AFFO and distribution growth
AL I G N M E N T TO D E L I VE R E N H AN C E D R E TU R N S
►Full alignment of management interests with unit holders
►Continuity of operations with a focus on aligned growth
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14
Sector tailwinds
underpinned by
robust consumer
demand
Embedded
development value in
strategic land
holdings
Defensive, diversified
and long duration cash
flows with WALE
1
of 19.1
years and 99%
occupancy
2
FY26 cash dividend yield of
5.0% and gross dividend
yield of 8.2%
3
High-quality portfolio with
a strong and diversified
tenant base
Majority independent
board and aligned,
experienced
management team
Attractive point in
the property cycle
Why invest in Vital?
1
3
5
7
2
4
6
RDX, Gold Coast (Artist's
Impression)
1.Inclusive of landlord exercisable options.
2.As at 30 September 2025 inclusive of new leasing and signed Heads of Agreement.
3.Based on Placement price of $1.95 per unit, gross dividend yield assuming NZ domiciled
investor with a 39% tax rate.
Scalable platform with full
benefit of future growth
accruing to Unit Holders
8
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Vital’s portfolio transformation
NZ$, unless otherwise stated
F Y15 F Y 25
Total portfolio$782m$3,212m
# of assets
1
2534
Australian % of portfolio79%67%
New Zealand % of portfolio21%33%
WALE (years)17.118.5
Occupancy99.4%98.6%
NTA per unit$1.27$2.47
1.Excludes strategic assets.
$1.3bn
Acquisitions
completed over
the last 10 years
Northwest has supported Vital’s portfolio transformation over the last decade
~7%
CAGR in NTA per
unit over the last
10 years
$1.0bn
Development spend
over the last 10
years
►Vital Healthcare Property Trust (Vital) was listed on the NZX in
1999 as a specialist healthcare property investor
►In 2011, Northwest Healthcare Properties REIT acquired the
management rights to Vital, becoming its external manager
and largest Unit Holder
►Northwest has played a significant role in the growth and
strategic direction of Vital over the past decade
►Vital has evolved from a portfolio of healthcare assets in New
Zealand to a trans-Tasman healthcare real estate platform
with over NZ$3.2 billion in assets
►Over the past decade, Vital has delivered strong Unit Holder
returns through acquisitions and developments, supported
by Northwest’s expertise and active management
►Internalisation represents the key next step in Vital’s
evolution, strengthening governance and providing a
scalable platform positioned to capture the full benefit of
future growth on behalf of Unit Holders
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16
Development update
Capital raising provides flexibility to pursue developments in strong growth corridors and emerging
medical precincts
►~NZ$20m of remaining committed spend, with potential for an additional ~A$135m to be deployed across Coomera and Macarthur opportunities
►Attractive return on capital and development margins –both projects are forecast to deliver AFFO accretion and development profits once
completed and fully let
►Following the internalisation, Vital will not pay third party development, leasing, base, property management and AFSL fees in relation to the
developments, with no incremental internal resources expected to be required to deliver and manage the assets, enhancing Unit Holder returns
►Coomera Stage 1A and Macarthur Stage 2 are anticipated to be anchored by market leading healthcare operators
~A$40m ~6.5%
PROJECT COST
1
EXPECTED YIELD ON
TOTAL COST
2027 ~4,154m
2
ESTIMATED NET LETTABLE
COMPLETION AREA
Key
highlights
►Strategically located in the northern Gold Coast growth corridor (between
Gold Coast and Brisbane)
►Four staged development providing flexibility to scale as operator demand
grows
►Directly opposite Coomera Public Hospital forecast for completion in 2029
(~A$2.3bn, ~600 beds)
►Follows success of Stage 1 (GenesisCareIntegrated Cancer and Health Centre)
►Strategically located within the Campbelltown Health and Education Precinct,
and proximate to key transport infrastructure; ~45 minute drive from Sydney
CBD
►Rapidly growing catchment
►Large-scale landholding -multi-stage development opportunity with
masterplan flexibility
Coomera Stage 1A
~A$95m ~6.5%
PROJECT COST
1
EXPECTED YIELD ON
TOTAL COST
2028 ~9,311m
2
ESTIMATED NET LETTABLE
COMPLETION AREA
Macarthur Stage 2
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Note: Projects are subject to Board approval following finalisationof additional tenant commitments and final costings
1. Incremental project cost.
Outlook and guidance
Wakefield Hospital, Wellington
►9.75 cpudistribution guidance
reaffirmed
►Continued enhancement
and optimisation of portfolio
►Disciplined capital
deployment aligned with
long-term value creation
►Continuity of operations
through the internalisation
transition phase
►Sector tailwinds
►Development upside from
shovel ready projects and
brownfield expansions
►AFFO and distribution growth
►Active property management
►Unlock development
opportunities
►Aligned platform for
continued growth and unit
holder returns
►More attractive investment
vehicle with value accretion
A FOCUS ON FUNDAMENTALS TO DRI VE OPER ATI ONAL PERFORMANCE AND UNIT HOLDER VALUE
►FY26 FOCUS►MEDIUM TERM►STRATEGY DELIVERY
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Capital Raising
overview
Ormiston Hospital Stage 1 Expansion,
Auckland
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Capital raising details
Offer structure
▪Underwritten Placement to eligible investors
▪Unit Purchase Plan to all eligible Unit Holders with a registered address in New Zealand on the record date, under which eacheligible Unit Holder can
apply for up to NZ$50,000 of New Units
▪The Offer is structured to be as fair as possible for all existing Unit Holders. Almost all Unit Holders (unless restricted due to legal constraints)
1
will be able
to participate through the Placement or Unit Purchase Plan. If scaling is required for the Unit Purchase Plan, it will be by reference to existing Unit
Holdings on the record date for the Unit Purchase Plan
Gross
proceeds
▪NZ$220m through a:
–Placement of NZ$190m, with approximately 97.4m new Vital Units issued, representing 14.3% of the pre-Placement Units on issue
–Unit Purchase Plan of NZ$30m (Vital may decide to accept additional applications at its discretion)
Offer price
▪New Units under the Placement will be issued at a fixed price of NZ$1.95, which represents a discount of:
–9.5% to the last close on 7 November of NZ$2.156 (ex-dividend)
–11.1% to the VWAP
2
(of Vital Units traded on the NZX during the five trading days up to, and including 7 November 2025, of NZ$2.194 (ex-
dividend))
▪New Units under the Unit Purchase Plan will be issued at the lower of:
–The Placement price
–A 2.5% discount to the VWAP
2
of Vital Units traded on the NZX during the five trading days up to, and including, the end of the UPP offer period
Ranking
▪New Units will rank equally with Vital Units on issue at the date of issue of the New Units
▪The New Units under both the Placement and Unit Purchase Plan will not be entitled to the Q1 dividend announced on 6 November, but will be
entitled to any future distributions declared by Vital after the relevant allotment date
Underwriting
and offer
management
▪The Placement is underwritten by Craigs Investment Partners Limited, Forsyth Barr Group Limited and Barrenjoey Markets Pty Limited
▪Craigs Investment Partners is acting as Sole Arranger
▪Craigs Investment Partners Limited, Forsyth Barr Limited and Barrenjoey Markets Pty Limited are acting as Joint Lead Managers
Northwest
▪Northwest will not participate in the Offer and is expected to hold a ~24% stake following the capital raising
▪Northwest have also agreed to escrow its full stake through to the release of Vital’s HY26 results in February 2026, and to not sell down below a 10%
stake until after the release of Vital’s FY26 results in August 2026
1.Northwest has agreed that Northwest will not participate in the Placement or the UPP, and that the Placement is fully-underwritten on commercial terms.
2.Volume weighted average price.
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Sources and uses
►Net placement proceeds are sufficient to
fund the expected net after-tax cost of
internalisation
►30 September 2025 gearing is expected to
reduce from 42% to 40% post equity raise and
settlement of announced divestments
►Post raising, Vital will have additional balance
sheet flexibility to execute on its near term
development projects (for example Coomera
Stage 1A and Macarthur Stage 2)
Sources (NZ$m)
Placement
190 (97m Units)
UPP30 (15m Units)
Total sources220 (113m Units)
Uses (NZ$m)
Gross internalisation payment
1
214
Net tax impact
2
(37)
Total net after-tax cost
177
Transaction costs
8
Debt reduction
35
Total uses
220
VITALHEALTHCAREPROPERTYTRUST
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1.Including payment for the contract termination and the Development Services Agreement.
2.Termination payment assumed to be fully deductible, subject to a binding IRD ruling, however this tax benefit is expected to be partially offset by forfeited Australian withholding tax credits which Vital has estimated
at approximately ~$21m.
Capital raising timetable
Placement
Announcement of the Offer and cleansing notice released to the NZX10 November 2025
Vital enters trading halt and Placement bookbuild undertaken10 November 2025
Trading halt lifted11 November 2025
Placement settlement date, allotment of New Units under the Placement and trading commences on the NZX14 November 2025
Unit Purchase Plan
Unit Purchase Plan Record Date7 November 2025
Expected release of the Unit Purchase Plan offer document and application form, Unit Purchase Plan opens14 November 2025
Unit Purchase Plan closing date (5pm NZ time)28 November 2025
Unit Purchase Plan price announced1 December 2025
Unit Purchase Plan settlement date, allotment of New Units under the Unit Purchase Plan and trading commences on the NZX5 December 2025
These dates are subject to change and are indicative only. The Manager reserves the right to alter the key dates, subject to applicable laws and the NZX Listing Rules. The
Manager reserves the right to withdraw the Offer at any time prior to the issue of the Units under the Offer at its absolute discretion.
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Closing remarks
1
3
4
2
Embeds a fully established and industry leading team to execute on Vital’s strategy
AFFO and value accretive transaction
5
Positions Vital to deliver enhanced Unit Holder returns by capturing the full benefit of future growth
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Strongly positioned for growth, with significant embedded development value
Strengthened governance framework, with incentives better aligned to Unit Holders
Wakefield Hospital Stage 2, Wellington
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Appendix I:
Analysis of pro forma impacts
Analysis of pro forma impacts
Normalised net savings (NZ$m)Basis
Base management fees18.1
0.65% up to NZ$1.0bn GAV, 0.55% between $1.0 –2.0bn GAV, 0.45%
between $2.0 –3.0bn GAV, 0.40% on GAV above $3.0bn
Property management fees2.8FY26F
Leasing fees1.36-year annual average (not applicable in a material sense prior to FY20)
Development management & leasing fees4.810-year annual average development spend
Acquisition & disposal fees1.810-year annual average acquisition and disposal activity
Incentive fees5.0Average of discounted forecast incentive fees over next 10-years
AFSL fees1.3FY26F
Total normalised Vital fees
35.1
Internal manager replacement costs(15.1)Total costs, ~NZ$3.1m has been estimated to be capitalised
Normalised savings from internalisation
20.0
Development consulting fee income0.9Minimum fees per annum payable by Northwest over a six year term
Impact of transaction
20.9
Internalisation expected to deliver $20.9m of normalised net savings and annual fee income
VITALHEALTHCAREPROPERTYTRUST
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Appendix II:
Key risks and offer restrictions
Key risks (1 / 4)
►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 yourpersonal
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.
VITALHEALTHCAREPROPERTYTRUST
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Internalisation proposal (1/2)
Risk factors associated with the Internalisation Proposal include:
•Expected benefits of internalisation do not eventuate –Vital may not be able to extract the expected benefits or efficiencies from internalising management, which
have formed the basis of the agreed value with Northwest. Establishing the internal management and operating structure may bemore costly than anticipated,
meaning that operating an internalised structure is more expensive than expected, reducing expected savings from not having to pay management fees. This risk
is being mitigated by conducting financial due diligence on the proposed operating model.
•Integration and execution risk –Internalising management requires Vital to develop operational capabilities, including staffing, systems, technology and
compliance infrastructure. There is a risk that Vital is not able to establish this capability at the same standard or in line with forecast costs. This risk is being
mitigated by Vital acquiring from Northwest assets and staff in Australasia used by the existing manager in the management ofVital, and through services being
provided by Northwest under an arms’ length Transitional Services Agreement (e.g., IT and HR services). The objective is to ensure that the new Vital Manager will
have access to the same resources (e.g., people, systems, information and assets) as the existing Vital Manager does.
•Regulatory and compliance risks –Vital will assume full responsibility for compliance, risk management and regulatory reporting, creating new potential breaches if
robust systems and controls are not implemented from the outset. Same mitigating factors as above –Northwest’s regulatory and compliance function will largely
transfer to Vital.
•Loss of managerial talent –Internalisation will involve employees ending their employment relationship with Northwest and being offered employment by thenew
management entities. While the intention is for employment to be on the same terms, the existing LTI plan cannot be replicated given it is based around Northwest
Units. Any replica plan may involve the issuance of Vital Units. There is no guarantee that key employees will accept employmentoffers by Vital. This risk is being
mitigated by developing a replacement LTI plan based around Vital Units.
Key risks (2 / 4)
Funding
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 and
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 forecasted, may also increase Vital’s operating costs and impact its financial performance.
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Property valuations
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’sinvestment properties are carried at fair
value. This fair value is determined by external valuations conducted by independent experts in reliance on market evidence and underlying assumptions at the time
of the valuations. The market evidence relied on, and the assumptions made, at the time of the valuations may not reflect current market conditions. As changes in
valuations of investment properties are required to be reflected in Vital’s income statement, any decreases in value will have anegative 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.
Internalisation proposal (2/2)
•Corporate opportunities –It is difficult to know for certain whether Vital will continue to receive the same level of corporate opportunities once it is operating
outside of the Northwest group. Further, it is difficult to know whether Vital will have the same ability to execute corporate opportunities. This risk is being mitigated
by ensuring key management personnel remain highly visible in the Australasian market.
•Tax risk–A significant portion of the payment from Vital to Northwest is expected to be tax deductible to Vital and result in tax losses. However, there is a risk that
the IRD takes a different view to Vital, resulting in a higher net cost (and lower tax losses) to Unit Holders which may be material. The net cost of the termination
payment also includes foreign tax credits related to Australian tax paid that are forecast to be forfeited over the duration that the tax losses are utilised. However,
there is a risk that Vital’s Australian operations over this period have a different taxable income profile than estimated, resulting in additional Australian tax paid
being forfeited and a higher net cost to Unit Holders which may be material.
•PIE-Vital’s PIE status is dependent on the scope and nature of ineligible activities not exceeding pre-defined levels.
•Capitalised costs –Capitalised costs post-internalisation have been estimated at NZ$3.1m and rely on certain accounting policy assumptions and expected levels
of development, leasing, acquisition and divestment activity. As with any estimate, there is risk that a different value of costs can ultimately be capitalised.
Key risks (3 / 4)
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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;
▪financial performance of tenants (now and in the future) and reliance on a tenant which leases a material portion of Vital’s portfolio;
▪the ability to negotiate lease extensions or replace outgoing tenants with new tenants;
▪the occurrence of rental arrears or any vacancy periods;
▪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 expects Vital to be able to declare a distribution of 9.75 cpuon an annualised basis for FY26. That view is based on Vital’s business plan and internal
forecasts. The Board believes the assumptions underlying this guidance are reasonable given its discussions with tenants, thehigh level of Government support for
healthcare operators, the high priority nature of healthcare spending and Vital’s contractual position. Distributions for FY26 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.
Tenants and rental income
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. A failure by Vital’s tenants to fulfil their contractualobligations could affect the operating and
financial performance of Vital.
Key risks (4 / 4)
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Current economic environment
Vital’s financial position and performance could be adversely impacted by events in the wider economy. This could arise directlyas a result of factors such as inflation,
higher interest rates, 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 or tariffs) 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 (with
coverage increasing to ~82% at 30 June 2025), and given a significant portion of Vital’s earnings are linked to inflation (~83% of Vital’s leases are linked to CPI).
Foreign exchange risk
Vital is a New Zealand registered managed investment scheme with Unit Holders 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.
Construction costs and building sector stability
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 risingcosts 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 becomes 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 25%. 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.
International offer restrictions (1 / 3)
United States
This document must not be distributed or released in the United States. The New Units have not been, and will not be, registeredunder 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, theregistration 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 ordinary units (“New Units”) of Vital in any jurisdiction in which it wouldbeunlawful. 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 the Fund 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, requireprovision 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 1012DAof 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" (asdefined 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 (exceptifpermitted 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.
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International offer restrictions (2 / 3)
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 2001 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. The Fund 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 an "institutional investor" (as defined under the SFA). In the event that you are not an "institutional investor", please return this
document immediately. This document is personal to you and you may not forward or circulate this document to any other personinSingapore.
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 FinSAonly, 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, the issuer 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 ofthe New Units.
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International offer restrictions (3 / 3)
United Kingdom
Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus
(within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Units.
This document is issued on a confidential basis to "qualified investors" (within the meaning of Article 2(e) of the Prospectus Regulation ) in the United Kingdom, and the New Units may not be
offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus
pursuant to section 86(1) of FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the
United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Units has only been
communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom incircumstances where the communication is exempt
from the restriction in section 21(1) of FSMA.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5)
("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("FPO"), (ii) who fall within the categories of persons referred to in Article
49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO, or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments
to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in onlywith, relevant persons. Any person who is not a relevant person
should not act or rely on this document or any of its contents.
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AppendixIII:
Recap of FY25 highlights
Playford Health Hub,
Adelaide
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Ormiston Hospital Stage 1 Expansion,
Auckland
FY25 Highlights
1
On a constant currency basis
$49.7m
realised from FY25
asset sales at a
7.0% discount to
book value
18.5 years
WALE versus 18.1 years in
FY20 despite passage
of time
3.7%
increase in like-
for-like net
property income
1
1st
place globally in
GRESB for listed
healthcare in
developments
2
completed
developments for
total cost of
$108.8m
9.75cpu
DPU maintained,
93.6%AFFO
payout ratio
3.8 years
weighted average
debt duration – no
maturity before
March 2027
98.6%
Occupancy,
up 0.6% versus
FY24
OPERATIONAL PERFORMANCE FOCUS DELIVERED STRONG LEASING OUTCOMES,
COMPLETION OF HIGH-QUALITY DEVELOPMENTS AND AN ENHANCED BALANCE SHEET
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FY25 financial performance
I NCR EAS E D OPER ATI NG PR OFI T BEFORE TAX
ACTUAL
FY25
ACTUAL
FY24
(%)
CHANGE
Net property income148,834144,5333.0%
Corporate expenses(5,854)(5,798)(1.0%)
Management fees(17,652)(24,684)28.5%
Realised transaction gains / (losses)151479(68.4%)
Strategic transaction costs(2,872)--
Net finance expenses(45,169)(40,606)(11.2%)
Operating profit before tax and other income77,43873,9244.8%
Property revaluations and other losses(125,231)(182,127)31.2%
Profit (loss) before income tax(47,793)(108,203)55.8%
Adjusted funds from operations (AFFO)70,36972,899(3.5%)
Adjusted funds from operations (cpu)10.4110.90(4.5%)
Distributions per unit (cpu)9.759.75-
All values shown as $000
Average NZD/AUD exchange rate in the period
0.91210.9249
L I KE- FOR- LIKE NET PROPE RT Y
INCOM E GROWTH
3.7%
AFFO
10.41cpu
DPU
9.75cpu
►Net property income up 3.0%
►Rent reviews & development rent
partially offset by asset disposals
►Higher interest expense as
developments complete
►Management fees down
substantially
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►$108.8m of developments completed in FY25
►Run-off of existing committed
development program with $36.9m left
to be spent
►$11.5m Wakefield Hospital Level 5 capacity
expansion initiated
►~$530.0m of projects completed in the last
five years enhancing the quality and
resilience of Vital's portfolio
FY25 Development
update
Maitland Private Hospital,
Maitland
Development activity is focused on
new high-quality facilities, capacity
expansion and portfolio renewal to
support operators and drive future Unit
Holder earnings and value growth
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PRIVATE HOSPITALS
14 hospitals (acute and specialty
– mental health, rehabilitation)
Five hospital operators
83.0% of AUS portfolio value;
86.0% of AUS portfolio rent
WALE: 20.7 years
Six assets, multiple tenants
17.0% of AUS portfoliovalue;
14.0% of AUS portfolio rent
WALE: 9.5 years
AMBULATORY CARE
~$2.1b Australian portfolio overview
PR ECI NCT FOCUSED POR TFOL I O WI TH A DI VER SE TENANT BASE
SUBSECTOR DI VER SI T Y ( BY VALUE)
49.8%
33.2%
17.0%
AM BUL ATORY
CARE
SPECIALTY
HOSPITAL
19.0 years
WALE
1
VITAL HEALTHCARE PROPERTY TRUST | 38
1
Inclusive of landlord options
ACUTE
HOSPITAL
H
~$1.1b New Zealand portfolio
overview
STRONG GR OWTH IN NZ POR TFOL I O OVER LAST FI VE YEARS
REFL ECTI NG POSI TI VE C O N D I TI O N S FOR PRI VATE OPER ATORS
17.8 years
WALE
SUBSECTOR DI VER SI T Y ( BY VALUE)
15.9%
84.1%
AM BUL ATORY
CARE
ACUTE
HOSPITAL
PRIVATE HOSPITALS
AMBULATORY CARE
Nine hospitals (all acute)
Six hospital operators
84.1% of NZ portfolio value;
84.3% of NZ portfolio rent
WALE: 19.2 years
Five assets, multiple tenants
15.9% of NZ portfolio value;
15.7% of NZ portfolio rent
WALE: 10.2 years
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Core portfolio metrics
FI VE YEAR TR ENDS H I G H LI G H T POR TFOL I O STR ENGTH AND UNDER PI N LONG- TERM PER FOR MANCE
OCCUPANCY
AVER AGE 10 YR LEASE EXPI R Y
1
WALE
TOTAL I NCOME SUBJECT TO
STR UCTUR ED RENT REVI EWS
Long-term track record of
maintaining
>98.0% Occupancy
High degree of
confidence that future
expiries will be renewed
or replaced with new
tenants in advance of
expiry
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
PERCENTAGE
OF
INCOME
1.6%1.7%
1.8%
1.8%
1.7%
20212022202320242025
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
20212022202320242025
PERCENTAGE
OF
INCOME
95.0%
92.3%
94.2%
96.0%96.4%
15
16
17
18
19
20
18.7
17.6
17.8
18.3
18.5
20212022202320242025
95.0%
96.0%
97.0%
98.0%
99.0%
100.0%
20212022202320242025
99.2%
98.7%98.8%
98.0%
98.6%
1
Reflects the average % of total portfolio income that expires over
the next 10 years
VITALHEALTHCAREPROPERTYTRUST
|
40
Thank
you
www.vhpt.co.nz
Wakefield Hospital, Wellington
VITALHEALTHCAREPROPERTYTRUST
|
41
---
Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 4
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 (Vital)
Class of Financial Product Ordinary units in Vital
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/retail offer
X Renounceable
Rights issue or
Accelerated
Offer
Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer
Call Bonus issue
Placement X
Record date 7 November 2025
Ex Date (one business day before the
Record Date)
6 November 2025
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
N
Details of approvals required N/A
Section 6: Share Purchase Plans/retail offer
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
OR
Maximum dollar amount of Equity
Securities to be issued
Up to $50,000 per shareholder/beneficial owner with a
registered address in New Zealand
Minimum application amount (if
any)
No minimum application amount
Maximum application amount per
Equity Security holder
$50,000
Subscription price per Equity
Security
The lower of:
2 of 4
the price paid by investors in Vital’s Placement
announced on 10 November 2025 (the details of which
are below); and
a 2.5% discount to the five-day volume weighted
average price of Vital units traded on the NZX during
the five trading days up to, and including, the Unit
Purchase Price closing date.
Scaling reference date Scaling according to the record date of 7 November 2025
Closing date 28/11/2025
Allotment date 5/12/2025
Section 7: Placement
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
97,435,897 ordinary units in Vital
Issue price per Equity Security $1.95
Maximum dollar amount of Equity
Securities to be issued
$190 million
Proposed issue date 14/11/2025
Existing holders eligible to
participate
Y
Related Parties eligible to
participate
Y
Basis upon which participation by
existing Equity Security holders will
be determined
By reference to holdings on the record date of 7
November 2025
Purpose(s) for which the Issuer is
issuing the Equity Securities
Net proceeds will be used to fund the management
termination payment to implement the internalisation of
Vital’s management rights and provide additional balance
sheet flexibility to execute on its near-term development
opportunities.
Reason for placement rather than a
pro-rata rights issue or an offer
under a Share Purchase Plan in
which the Issuer’s existing Equity
Security holders would have been
eligible to participate
Vital has chosen to undertake a Placement in conjunction
with a Unit Purchase Plan to raise capital. The Manager
determined that this capital raising structure is in the best
interests of Vital, after considering alternative capital
raising structures, and weighing the benefits of this capital
raising structure against the expected impact on non-
participating unitholders. In particular, the Manager
elected to pursue a combination of a Placement and Unit
Purchase Plan as:
this structure provides the tightest pricing and lowest
execution risk compared to other structures (e.g., a
pro-rata rights issue);
the structure gives the vast majority of Vital’s
unitholders the opportunity to maintain their relative
unitholding, if desired, particularly given the
expectation that Vital’s largest unit holder (Northwest)
will not participate; and
3 of 4
the structure is well-understood by Vital’s unitholders,
having been used for Vital’s capital raising in October
2020 and November 2021.
Equity Securities to be issued
subject to voluntary escrow
No. However Northwest has agreed to a voluntary
escrow of its units in connection with the offer.
Number and class of Equity
Securities to be issued that will be
subject to voluntary escrow and the
date from which they will cease to
be escrowed
Northwest has agreed to an escrow arrangement through
to the release of Vital’s HY26 result in February 2026 and
to not sell down below a 10% stake until after the release
of Vital’s FY26 result in August 2026.
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed Y
Name of Lead Manager(s) Craigs Investment Partners Limited and Forsyth Barr
Limited (acting jointly with Barrenjoey Markets Pty
Limited)
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
The Lead Managers / Underwriters will, in aggregate, be
paid a combined fee by Vital for their services in
connection with acting as lead manager and underwriters
in respect of the Placement of:
1.60% of the gross proceeds raised under the
Placement; and
in certain circumstances an incentive fee of up to
0.20% of the gross proceeds of the Placement and
the Unit Purchase Plan. The amount of the
incentive fee will be determined by the Manager in
its sole discretion.
Vital agrees to pay Craigs Investment Partners an
arranger fee of 0.5% of the total proceeds raised under
the Placement and Unit Purchase Plan].
Underwritten Y
Name of Underwriter(s) Craigs Investment Partners Limited, Forsyth Barr Group
Limited, Barrenjoey Markets Pty Limited
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
Fully underwritten Placement
The Unit Purchase Plan is not underwritten
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
As per the description above regarding the fees,
commission or other consideration payable to the Lead
Managers
Summary of significant events that
could lead to the underwriting
being terminated
An Underwriter may terminate its obligations under the
Underwriting Agreement in customary circumstances,
including by reason of events which have, or are likely to
have, a material adverse effect on Vital, Vital's units or the
equity raise. These may be as a result of events related to
Vital or as a result of external events, such as disruptions
affecting certain financial markets or hostilities in certain
countries.
4 of 4
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Michael Groth
Contact person for this announcement Michael Groth
Contact phone number +61 409 936 104
Contact email address michael.groth@nwhreit.com
Date of release through MAP 10/11/2025
---
VITAL HEALTHCARE PROPERTY TRUST
Managed by
Northwest Healthcare Properties Management Limited vhpt.co.nz
MARKET RELEASE
10 November 2025
NZX Limited
Level 2, 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 today that it intends to
undertake an offer of fully paid units in Vital by way of:
•an underwritten placement to eligible institutional investors to raise approximately
$190 million (Placement); and
•a non-underwritten unit purchase plan to eligible unitholders with addresses in New
Zealand, to raise up to $30 million, with the ability to accept oversubscriptions at the
Manager's discretion (UPP),
(
the Offer).
T
he Offer is being made to investors in reliance upon the exclusion in clause 19 of
Schedule 1 to the Financial Markets Conduct Act 2013 (the FMCA).
T
his notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets
Conduct Regulations 2014 (the Regulations).
A
s 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), in respect of Vital
.
VITAL HEALTHCARE PROPERTY TRUST
Managed by Northwest Healthcare Properties Management Limited
vhpt.co.nz
Page 2 of 2
– ENDS –
ENQUIRIES
Chris Adams
Fund Manager, Northwest Healthcare Properties Management Limited
Tel +61 408 665 332, Email chris.adams@nwhreit.com
Michael Groth
Chief Financial Officer, Northwest Healthcare Properties Management Limited
Tel +61 409 936 104, Email michael.groth@nwhreit.com
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.