/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Feb. 3, 2023
/CNW/ - Northwest Healthcare Properties Real Estate Investment
Trust (TSX: NWH.UN) (the "REIT") announced today that the REIT has
renewed its existing base shelf prospectus and filed and obtained a
receipt for a short form base shelf prospectus (the "Shelf
Prospectus"), which is valid until March 2,
2025. The Shelf Prospectus allows the REIT to continue to
maintain financial flexibility with the ability to offer trust
units ("Units"), debt securities, warrants and subscription
receipts, or any combination thereof, (the "Securities") on an
accelerated basis pursuant to the filing of prospectus supplements.
Each prospectus supplement will contain specific information
concerning the use of proceeds from that sale of Securities.
The REIT also announced today that it has established an
at-the-market equity program (the "ATM Program") that allows the
REIT to issue up to $200 million of
Units from treasury to the public from time to time, at the REIT's
discretion. Any Units sold in the ATM Program will be sold through
the Toronto Stock Exchange (the "TSX"), or any other marketplace on
which the Units are listed, quoted or otherwise traded in
Canada, at the prevailing market
price at the time of sale. There is no certainty that any Units
will be offered or sold under the ATM Program.
The ATM Program will be effective until the earlier of (i) the
issuance and sale of all of the Units reserved under the ATM
Program, (ii) the receipt for the Shelf Prospectus ceasing to be
effective in accordance with applicable securities laws (which is
expected to occur on March 2, 2025),
and (iii) the termination of the Distribution Agreement (as defined
below) in accordance with its terms.
The ATM Program is designed to provide the REIT with additional
financing flexibility that may be used in conjunction with other
existing funding sources. The REIT expects to use the net proceeds
from the ATM Program, if any, to repay indebtedness outstanding
from time to time, to fund the acquisition of real property and
other investments, for capital expenditures and for other general
purposes. As Units distributed under the ATM Program will be
issued and sold at the prevailing market price at the time of the
sale, prices may vary among purchasers during the period of the
distribution.
Distributions of the Units under the ATM Program, if any, will
be made pursuant to the terms of an equity distribution agreement
dated February 3, 2023 (the
"Distribution Agreement") among the REIT, RBC Capital Markets and
Scotiabank (collectively, the "Agents"). The volume and timing
of any distributions of Units under the ATM Program will be
determined in the REIT's sole discretion. Sales of Units under the
ATM Program, if any, will be made through "at-the-market
distributions" as defined in National Instrument 44-102 – Shelf
Distributions. The TSX has conditionally approved the listing
of the Units that may be sold under the ATM Program.
The offering under the ATM Program will be made pursuant to a
prospectus supplement dated February 3,
2023 (the "Prospectus Supplement") to the REIT's Shelf
Prospectus. The Prospectus Supplement, the Shelf Prospectus and the
Distribution Agreement were filed with the securities commissions
in each of the provinces and territories of Canada and are available on SEDAR at
www.sedar.com. Alternatively, copies of the Prospectus Supplement
and Shelf Prospectus can be obtained, upon request, by contacting
the Agents.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the Units, nor shall there be any
sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. The Units referred to in this news release
may not be offered or sold in the United
States absent registration or an applicable exemption from
registration.
About Northwest Healthcare
Properties Real Estate Investment Trust
Northwest Healthcare Properties Real Estate Investment Trust
(TSX: NWH.UN) (Northwest) is an unincorporated, open-ended real
estate investment trust established under the laws of the Province
of Ontario. As at September 30, 2022, the REIT provides investors
with access to a portfolio of high-quality international
healthcare real estate infrastructure comprised of interests
in a diversified portfolio of 233 income-producing properties and
18.6 million square feet of gross leasable area located
throughout major markets in Canada, The United
States, Brazil,
Europe, Australia and New
Zealand. The REIT's portfolio of medical office buildings,
clinics, and hospitals is characterized by long-term indexed leases
and stable occupancies. With a fully integrated and aligned senior
management team, the REIT leverages over 250 professionals in ten
offices in seven countries to serve as a long-term real estate
partner to leading healthcare operators.
Forward Looking
Information
This press release contains "forward-looking statements" within
the meaning of applicable securities laws, including statements
about the ATM Program and the expected use of proceeds thereof.
When used in this news release, the words "may", "would", "could",
"will", "intend", "plan", "believe", "expect" and similar
expressions may be used to identify forward-looking statements. The
forward-looking statements in this news release are based on
certain assumptions and are subject to a number of risks and
uncertainties that could cause actual results or events to differ
materially from current expectations. The statements in this news
release are made as of the date of this release. The REIT does not
intend to nor assumes any obligation to update these forward
looking statements whether as a result of new information, plans,
events or otherwise, unless required by law. 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 March 31, 2022, a copy of which 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.
SOURCE Northwest Healthcare Properties Real Estate Investment
Trust