Chartwell Seniors Housing REIT

Chartwell Seniors Housing REIT

November 15, 2006 09:29 ET

Chartwell Announces Proposed Amended Terms to its Previously Announced Offerings and $100 Million Private Placement of Trust Units

MISSISSAUGA, ONTARIO--(CCNMatthews - Nov. 15, 2006) - Chartwell Seniors Housing Real Estate Investment Trust ("Chartwell") (TSX:CSH.UN) announced today that, in light of the recent statements from the federal Minister of Finance regarding the taxation of income trusts and the ensuing impact on the capital markets, it is proposing to amend certain terms of its previously announced offerings.

RBC Capital Markets and a syndicate of underwriters (the "Underwriters") have agreed with the Chartwell to amend the terms of the offering of trust units and subordinated unsecured convertible debentures in the previously announced, October 19th, 2006 offerings, and have agreed with Chartwell that in lieu of the prior offerings they will offer, on a marketed basis, 3,676,475 units at a price of $13.60 per unit (the "Units") for aggregate gross proceeds of approximately $50 million and $125 million of 6.00% convertible unsecured subordinated debentures due December 1, 2011, with a conversion price of $15.60 per unit (the "Debentures"). Following the completion of marketing, the amended offering is expected to close on or about November 28, 2006.

The amended Unit offering would include an option in favour of the Underwriters (the "Underwriters Over-allotment Option"), exercisable in whole or in part up to 30 days after closing, to purchase up to an additional 15% of the Units issued in the Unit offering on the same terms as set forth above. Completion of the amended Unit and Debenture offerings are subject to the completion of the Private Placement of units, as described below, and is also subject to the filing of a further amended and restated final prospectus and requisite regulatory approvals, including approval by the Toronto Stock Exchange of the listing of the securities to be sold under the amended Unit and Debenture offerings.

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 also announced today that it has entered into an agreement for the direct private placement of approximately 7.3 million units at a price of $13.60 per unit for total proceeds of approximately $100 million (the "Private Placement"). The Private Placement shall not in any case equal or exceed 10% of Chartwell's outstanding units, including the Units issued in the amended Unit offering noted above. Closing of the Private Placement is expected to occur on or around November 24, 2006.

As previously announced, Chartwell intends to proceed with the acquisitions announced concurrently with the prior October 19th, 2006 offerings.

Chartwell REIT 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 REIT 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.

Chartwell's Distribution Reinvestment Plan (DRIP) allows Unitholders to have their monthly cash distributions used to purchase units without incurring commission or brokerage fees, and receive bonus units equal to 3% of their monthly cash distributions. More information can be obtained at

This press release contains forward-looking statements that reflect the current expectations of management of Chartwell and Master 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.

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