NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES.


NorthWest International Healthcare Properties Real Estate Investment Trust (TSX
VENTURE:MOB.UN) (the "REIT") announced today that it has entered into an
agreement with NorthWest Value Partners Inc. ("NWVP") with respect to the
internalization of its external management arrangements (the "Internalization").
The REIT also announced that it has reached an agreement with a syndicate of
underwriters to issue 9,756,098 trust units of the REIT (the "Trust Units") on a
bought deal basis (the "Offering"). 


Management Internalization

The Internalization will result in the REIT terminating the asset management,
property management and development functions of the REIT currently carried on
by affiliates of NWVP. It will also result in the REIT acquiring from NWVP all
of the rights and obligations relating to the management of Vital Healthcare
Property Trust ("Vital Trust").


In consideration, NWVP will receive a one-time payment equal to the amounts that
would be paid under the REIT's existing external management arrangements and the
fees earned by Vital Healthcare Management Limited for the 12 months ending
December 31, 2014, adjusted for the full year effect of acquisitions and
committed capital expenditures. The consideration will be payable in Trust Units
valued at the Offering price of $2.05, except for amounts required to pay
liabilities arising from the Internalization. 


The Internalization is expected to close on or before December 31, 2014, subject
to certain conditions including, but not limited to the entering into of a
definitive binding implementation agreement and the receipt of all necessary
approvals.


NWVP currently owns an approximate 80% interest in the REIT and Paul Dalla Lana,
Chairman and Chief Executive Officer of the REIT, is the sole shareholder of
NWVP. As a result, a special committee of independent trustees consisting of
Robert Baron and David Naylor was established by the REIT for the purposes of
considering the Internalization. The special committee retained independent
legal and financial advisors in connection with the transaction.


The Offering

In conjunction with the Internalization, the REIT has reached an agreement with
a syndicate of underwriters (the "Underwriters") led by National Bank Financial
Inc. and GMP Securities L.P., acting as joint bookrunners, and including BMO
Capital Markets, Canaccord Genuity Corp., Scotiabank, Dundee Securities Ltd.,
Manulife Securities Inc., Raymond James Ltd., Desjardins Securities Inc.,
Laurentian Bank Securities Inc., and All Group Financial Services Inc., to issue
9,756,098 Trust Units on a bought deal basis. The Trust Units will be offered at
a price of $2.05 per Trust Unit, for gross proceeds of $20,000,000. The REIT has
also granted the Underwriters an over-allotment option exercisable at any time
up to the date that is 30 days from the date of closing of the Offering to offer
for sale up to an additional 1,463,415 Trust Units, on the same terms and
conditions (the "Over-Allotment Option") and representing 15% of the size of the
base offering.


The net proceeds from the Offering are expected to be used to fund future
acquisitions (including the proposed acquisition of the German MOB Portfolio, as
defined and detailed in the REIT's press release dated February 18, 2014), and
for general trust and working capital purposes.


The terms of the Offering will be described in a preliminary short form
prospectus to be filed with Canadian securities regulators on or about May 6,
2014. The Offering is expected to close on or about May 21, 2014, and is subject
to certain conditions including, but not limited to, the receipt of all
regulatory approvals including the approval of the TSX Venture Exchange and
securities regulatory authorities. This press release shall not constitute an
offer to sell, or the solicitation of an offer to buy, any securities in any
jurisdictions. The Trust Units will not be registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.


The securities being offered have not been, nor will they be, registered under
the United States Securities Act of 1933, as amended, and may not be offered or
sold in the United States or to, or for the account or benefit of, U.S. persons
absent registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in
any State in which such offer, solicitation or sale would be unlawful.


Proposed TSX Graduation and Expansion of the REIT's Board

Following completion of the Offering, the REIT intends to initiate the process
of graduating to the Toronto Stock Exchange (the "TSX"). Subject to TSX
approval, the REIT intends to graduate on or before July 1, 2014. Concurrent
with graduation, the REIT would appoint three additional trustees (two
independent trustees and one nominee of NWVP), which would result in a total of
seven trustees (four independent trustees and three nominees of NWVP).


Reflecting on the Internalization, Offering and proposed TSX graduation, Paul
Dalla Lana - Chairman and CEO of the REIT commented: 


"We are excited to take the significant structural steps of internalizing our
management team and graduating to the TSX. While the external management
structure and TSX-V listing have served the REIT well in the past eighteen
months during a period of transition and significant growth, I believe that a
fully-integrated internal management structure and listing on the TSX is the
right approach for the long-term success of the REIT. In conjunction with these
changes, we are also pleased to be completing an incremental financing with the
support of existing and new syndicate members. We look forward to building on
these initiatives as we continue to execute on our leading healthcare real
estate strategies in Australia, Brazil, Canada, Germany and New Zealand."


About NorthWest International Healthcare Properties Real Estate Investment Trust

The REIT is an unincorporated, open-ended real estate investment trust
established under the laws of the Province of Ontario. The REIT's objectives are
to: (i) provide its unitholders with stable and growing cash distributions from
investments focused on international healthcare properties, on a tax efficient
basis; (ii) enhance the value of the REIT's assets and maximize long-term unit
value; and (iii) expand the asset base of the REIT.


Forward-Looking Information

This news release contains "forward-looking statements" within the meaning of
applicable securities laws, including statements regarding the proposed
internalization of the REIT's management, the Offering, the proposed acquisition
of the German MOB Portfolio and the REITs intention to graduate to the TSX.
These forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results or events to differ materially
from current expectations, including the risk that the Internalization, TSX
graduation, the Offering and the proposed acquisition of the German MOB
Portfolio will not be completed on the terms proposed, or at all. The statements
in this news release are made as of the date of this release and, except as
expressly required by applicable law, the REIT assumes no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. 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 April 23, 2014 and audited consolidated
financial statements and management's discussion and analysis for the year ended
December 31, 2013, copies of which may be obtained on the SEDAR website at
www.sedar.com.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
NorthWest International Healthcare Properties REIT
Paul Dalla Lana
CEO
(416) 366-8300 ext. 1001


NorthWest International Healthcare Properties REIT
Teresa Neto
CFO
(416) 366-8300 ext. 1002

(TSXV:MOB.UN)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more  Charts.
(TSXV:MOB.UN)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more  Charts.