Chartwell Seniors Housing REIT
TSX : CSH.UN

Chartwell Seniors Housing REIT

March 10, 2005 16:28 ET

Chartwell Seniors Housing Real Estate Investment Trust Announces Public Offering Of Trust Units Of C$90.3 Million


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: CHARTWELL SENIORS HOUSING REAL ESTATE INVESTMENT TRUST

TSX SYMBOL: CSH.UN

MARCH 10, 2005 - 16:28 ET

Chartwell Seniors Housing Real Estate Investment Trust
Announces Public Offering Of Trust Units Of C$90.3
Million

MISSISSAUGA, ONTARIO--(CCNMatthews - March 10, 2005) - NOT FOR
DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

Chartwell Seniors Housing Real Estate Investment Trust (TSX:CSH.UN)
("Chartwell REIT") announced today that it has agreed to sell, subject
to regulatory approval, 6,250,000 trust units (the "Units") for $14.45
per Unit for aggregate gross proceeds of $90.3 million to a syndicate of
underwriters led by RBC Capital Markets on a bought-deal basis.

Chartwell REIT will shortly file with the securities commissions and
other similar regulatory authorities in each of the provinces of Canada
a preliminary short form prospectus relating to the issuance of the
Units. Closing of the offering is expected to take place on or about
March 30, 2005.

The REIT intends to use the net proceeds of this offering to indirectly
invest in Chartwell Master Care LP, which will use the net proceeds to
fund certain acquisitions, mezzanine loans and to repay amounts owing
under it's operating facility. In particular, approximately $7.7 million
will be used to fund the cash component of the purchase price and
acquisition costs of two facilities:

1. Glacier Ridge, Thunder Bay, Ontario, a 78 suite retirement home, to
be purchased for approximately $10.7 million from Spectrum Seniors
Housing Development LP ("Spectrum") pursuant to the Development
Agreement between Chartwell REIT and Spectrum; and

2. Royal Oak LTC, Kingsville, Ontario, a 160-suite long-term care
facility, to be purchased for approximately $19.2 million from a third
party vendor.

In addition, approximately $22.6 million will be used to fund various
mezzanine loans to be made by Chartwell Master Care LP in relation to
facilities under development, and approximately $37 million will be used
to repay amounts expected to be outstanding under its operating facility
at the time of closing of the offering. The cash remaining from the
offering (after Underwriters' fees and offering expenses) will be used
to finance potential acquisitions and mezzanine loans consistent with
the REIT's growth strategy, capital expenditures and for general
business purposes.

Subscribers of Units under this Offering will be eligible to receive the
March monthly distribution from the REIT provided that they are
Unitholders of record on March 31, 2005.

This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in any jurisdiction. The
Units being offered have not been and will not be registered under the
U.S. Securities Act of 1933 and state securities laws. Accordingly, the
Units may not be offered or sold to U.S. person except pursuant to
applicable exemptions from registration.

Chartwell Seniors Housing REIT is an unincorporated, open-end real
estate investment trust governed by the laws of the Province of Ontario.
Chartwell REIT is a growth-oriented investment trust which indirectly
invests in Chartwell Master Care LP, which owns and manages a complete
spectrum of seniors housing properties in selected centers across
Canada. (References in this press release to "Chartwell Seniors Housing
REIT", the "REIT" and "Chartwell REIT" shall be deemed to mean Chartwell
Seniors Housing Real Estate Investment Trust and its subsidiaries
including Chartwell Master Care LP, as appropriate.) Chartwell REIT is
currently the second largest participant in the Canadian seniors housing
business. Chartwell REIT 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, a
seniors' housing development company.

Additional information on Chartwell Seniors Housing REIT is available on
the REIT's web site at: www.chartwellreit.ca.

This press release contains forward-looking statements that reflect the
current expectations of management of the REIT and Master LP (Master LP
together with its general partner and subsidiaries, the "Operator")
about the future results, performance, achievements, prospects or
opportunities for the REIT, the Operator and the seniors housing
industry. Chartwell REIT has tried to identify these forward-looking
statements 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 thins, 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 the REIT will prove to be correct.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Chartwell Seniors Housing REIT
    Mr. Stephen Suske
    Vice Chair and President
    (905) 501-4701
    (905) 501-9107 (FAX)
    ssuske@chartwellreit.ca