Chartwell Seniors Housing REIT
TSX : CSH.UN

Chartwell Seniors Housing REIT

November 15, 2006 17:40 ET

Chartwell Announces Amended Offering

MISSISSAUGA, ONTARIO--(CCNMatthews - Nov. 15, 2006) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

Chartwell Seniors Housing Real Estate Investment Trust ("Chartwell") (TSX:CSH.UN) announced today that it has entered into an amended underwriting agreement for the sale of 3,676,475 Units at a price of $13.60 per Unit for aggregate gross proceeds of approximately $50 million, and $125 million of 6.00% subordinated unsecured convertible debentures due December 1, 2011, with a conversion price of $15.60 per Unit, to a syndicate of underwriters led by RBC Capital Markets. Chartwell has also granted to the underwriters an over-allotment option, exercisable in whole or in part up to 30 days after closing, to purchase an additional 15% of the Units issued in the Unit offering on the same terms as set forth above. This amended transaction supersedes and replaces the offering previously announced by Chartwell on October 19, 2006.

The transaction is expected to close on or about November 29, 2006.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States 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.

Chartwell is a growth-oriented investment trust owning and managing a complete spectrum of seniors housing properties. It is the largest participant in the Canadian seniors housing business with a growing presence in the United States. Chartwell will capitalize on the strong demographic trends present in its markets to grow internally and through accretive acquisitions. Chartwell also has an exclusive option to purchase stabilized facilities from Spectrum Seniors Housing Development LP, Canada's largest and fastest growing seniors housing development company.

This press release contains forward-looking statements that reflect the current expectations of management of Chartwell and Chartwell Master Care LP (Master LP together with its general partner and subsidiaries, the "Operator") about the future results, performance, achievements, prospects or opportunities for Chartwell, the Operator and the seniors housing industry. Chartwell REIT has tried to identify these forward-looking statements relating to the general affairs of Chartwell as well as for statements concerning the completion of any proposed transaction, intended financing arrangements and the effects on Chartwell of such acquisitions and financings as a result thereof by using words such as "may", "will", "expect", "anticipate", "believe", "intend", "plan", "estimate", "potentially" and similar expressions. Such forward-looking statements necessarily involve known and unknown risks and uncertainties that may cause Chartwell REIT or the Operator or the industry's actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risks related to: business risks; real property ownership and lack of diversity; geographic concentration; continued growth; acquisition and development; competition; government regulation; debt financing; mezzanine financing; environmental liabilities; third party liability and insurance; personnel costs; labour relations; conflicts of interest; management contracts; availability of cash flows; redemption right; accounting; dilution; nature of Units; Unitholder liability; market for Units and Unit price; and tax. There can be no assurance that the expectations of management of Chartwell will prove to be correct.

Contact Information

  • Chartwell Seniors Housing Real Estate Investment Trust
    Mr. Stephen Suske
    Vice Chair and President
    (905) 501-4701
    (905) 501-9107 (FAX)
    Email: ssuske@chartwellreit.ca