/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TORONTO, April 9, 2021 /CNW/ - NorthWest Healthcare Properties Real Estate Investment Trust (TSX: NWH.UN) ("NorthWest" or the "REIT") is pleased to announce today that it has completed its previously disclosed private placement to NorthWest Value Partners Inc. ("NWVP") in which it issued 395,257 trust units ("Units") of the REIT at a price of $12.65 per Unit for total gross proceeds of approximately $5,000,000 (the "Private Placement"). The Private Placement was agreed to and announced concurrently with the REIT's $200,123,000 public offering of Units completed in February 2021.
The REIT also announced today that it intends to redeem all of the outstanding 5.25% convertible unsecured subordinated debentures maturing on July 31, 2021 (the "Series E Debentures"), of which $74,733,000 aggregate principal amount is currently outstanding. The redemptions are expected to occur on May 10, 2021 (the "Redemption Date"). The Series E Debentures are listed for trading on the TSX under the trading symbol "NWH.DB.E".
The Series E Debentures have a conversion price of $12.75 per Unit, which is less than the current trading price of the Units. Holders of Series E Debentures have an economically advantageous opportunity to convert their debentures to REIT Units and can do so in accordance with the Trust Indenture and the Supplemental Indenture related to the Series E Debentures. Registered holders of Series E Debentures that wish to convert must provide written notice of conversion prior to May 7, 2021, being the last business day immediately preceding the Redemption Date. Beneficial holders of Series E Debentures that wish to convert should contact their respective brokerage firm or financial institution well in advance of this deadline.
The redemption price for the Series E Debentures has been determined in accordance with the provisions of the Trust Indenture and the Supplemental Indenture related to the Series E Debentures. The redemption price will be paid in cash and will be equal to the aggregate principal amount of the Series E Debentures, together with accrued and unpaid interest on the Series E Debentures up to, but excluding, the Redemption Date.
A notice of redemption is being delivered today, April 9, 2021 to CDS & Co. ("CDS") and the trustee for the Series E Debentures, Computershare Trust Company of Canada.
Non-registered holders (banks, brokerage firms or other financial institutions) who maintain their interests in the Series E Debentures through CDS should contact their CDS customer service representative with any questions about the redemption or conversion. Alternatively, beneficial holders with any questions about the redemption or conversion should contact their respective brokerage firm or financial institution, which holds interests in the Series E Debentures through CDS on their behalf.
As NWVP is wholly-owned by Paul Dalla Lana, CEO of the REIT, the Private Placement constituted a related-party transaction as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Private Placement was exempt from the formal valuation and minority approval requirement of MI 61-101 on the basis that neither the subject matter nor the consideration paid in connection with the Private Placement exceeded 25% of the REIT's market capitalization.
About NorthWest Healthcare Properties Real Estate Investment Trust
NorthWest Healthcare Properties Real Estate Investment Trust (TSX: NWH.UN) is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. The REIT provides investors with access to a portfolio of high-quality international healthcare real estate infrastructure comprised of interests in a diversified portfolio of 188 income-producing properties and 15.5 million square feet of gross leasable area located throughout major markets in Canada, Brazil, Europe, Australia and New Zealand. The REIT's portfolio of medical office buildings, clinics, and hospitals is characterized by long term indexed leases and stable occupancies. With a fully integrated and aligned senior management team, the REIT leverages over 230 professionals across nine offices in seven countries to serve as a long-term real estate partner to leading healthcare operators.
Forward Looking Information
This press release contains "forward-looking statements" within the meaning of applicable securities laws, including statements about the expected timing of the redemption of the Series E Debentures. The forward-looking statements in this news release are based on certain assumptions, and are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. The statements in this news release are made as of the date of this release. Although the REIT believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein. A discussion of the risk factors applicable to the REIT is contained under the heading "Risk Factors" in the REIT's annual information form dated March 29, 2021 and the REIT's other public filings, copies of which each may be obtained on the SEDAR website at www.sedar.com. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by these forward looking statements. The REIT does not intend to, nor assume, any obligation to update these forward looking statements whether as a result of new information, plans, events or otherwise, unless required by law.
These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States or to U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to an exemption therefrom. Accordingly, this news release does not constitute an offer for sale of securities in the United States.
SOURCE NorthWest Healthcare Properties Real Estate Investment Trust