TORONTO, ONTARIO--(Marketwired - Sept. 3, 2014) -
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") today announced that it 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., Raymond James Ltd., Manulife Securities Inc., Desjardins Securities Inc., Laurentian Bank Securities Inc., Mackie Research Capital Corporation and All Group Financial Services Inc., to issue $35.0 million of convertible unsecured subordinated debentures (the "Debentures") on a bought deal basis (the "Offering"). 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 $5.25 million aggregate principal amount of Debentures on the same terms and conditions (the "Over-Allotment Option").
The Debentures have a maturity date of October 31, 2019. The Debentures have a coupon of 7.25% per annum and will pay interest semi-annually in arrears on October 31 and April 30 in each year commencing on April 30, 2015. Each $1,000 principal amount of Debenture is convertible into approximately 384.6154 units of the REIT, at any time, at the option of the holder, representing a conversion price of $2.60 per unit.
The REIT will use the net proceeds of the Offering for repayment of debt and for general trust purposes. Any debt repayment is expected to extend the weighted average maturity of the REIT's existing debt and be accretive.
The terms of the Offering will be described in a preliminary short form prospectus to be filed with Canadian securities regulators on or about September 9, 2014. The Offering is expected to close on or about September 23, 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 Debentures 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.
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.
This news release contains "forward-looking statements" within the meaning of applicable securities laws, including statements about the Offering and proposed use of proceeds thereof. 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 ability of the REIT to pay or grow distributions, and the risk that the Offering 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. 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 audited consolidated financial statements and management's discussion and analysis for the year ended December 31, 2013, and the REIT's short form prospectus dated May 13, 2014, copies of which each may be obtained on the SEDAR website at www.sedar.com.
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.
Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) has approved or disapproved the contents of this press release.