Vital responds to Restricted Transfer Notice

2 April 2013
Vital responds to Restricted Transfer Notice

Vital Healthcare Property Trust (“Trust”) has today received a Restricted Transfer Notice (“RTN”) from NorthWest International Healthcare Properties Real Estate Investment Trust (“NorthWest International”) advising of its intention to acquire up to 15,352,830 units (or 5% of units) in the Trust to take its interest to up to 24.99% of the Trust. NorthWest International is a related entity of NorthWest Value Partners Inc, the sole shareholder of Vital Healthcare Management Limited (“Manager”), the manager of the Trust.

Background

The RTN has been given under the “Notice and Pause” provisions in the Trust Deed and Listing Rules. The Notice and Pause provisions apply in respect of any NZX issuer which is not a “Code company” under the Takeovers Code. In broad terms, the provisions impose restrictions on transfers of securities where the purchaser intends to move to hold more than 20% of the voting rights.

The NorthWest International notice

The RTN given by NorthWest International is in respect of a maximum 5% of the units (or 15,352,830 units) in the Trust.

In addition, the RTN states:
• NorthWest International intends to acquire units pursuant to orders placed through a trading participant for execution in and through NZX’s order matching market (as contemplated by clause 16.4(a)(ii) of the Trust Deed) (“Acquisitions”);
• the consideration to be paid for each unit under the Acquisitions will be in the range of $1.15 to $1.38;
• the completion of the Acquisitions is conditional only upon there being sufficient sellers of units within the price range offered by NorthWest International;
• the Acquisitions are intended to occur within and over the period of up to 12 months after 24 April 2013; and
• upon completion of the Acquisitions, NorthWest International together with its related or associated entities (including NorthWest Value Partners Inc.) will have a relevant interest in 24.99% of the units in the Trust.

Board response and unit holder action

As NorthWest International is associated with two of the directors of the Manager, Messrs Paul Dalla Lana and Bernard Crotty, the Board of the Manager has formed a committee of Independent Directors of the Manager (being Messrs Graeme Horsley (Chairman) and Andy Evans and Mrs Claire Higgins). This committee will deal with the process initiated by the RTN.

The Independent Directors will commission an independent appraisal report as required by the Trust Deed and the Listing Rules. The report will be available to unit holders together with a full response by the Independent Directors to the RTN once they have received and considered that report

Unit holders remain free to trade in their units in the usual manner. However, NorthWest International may not acquire or agree to acquire any units until the date stated in its RTN (being 24 April 2013).

The RTN does not oblige NorthWest International to acquire all or any of the units referenced in the RTN.

If any unit holder does not understand the RTN or the related process or are in doubt as to what they should do, they should contact their financial or other professional adviser.

- ENDS -

© Scoop Media