TORONTO, Jan. 29, 2015
/CNW/ - NorthWest International Healthcare Properties Real Estate
Investment Trust (TSXV: MOB.UN) (the "REIT") announced
today that it has completed the previously announced transaction
with NorthWest Value Partners Inc. ("NWVP") to internalize
the external management of the REIT
(the "Internalization") effective January 1, 2015.
The Internalization resulted in the REIT internalizing the asset
management, property management and development functions of the
REIT previously carried on by affiliates of NWVP. The REIT also
acquired from NWVP all of the rights and obligations relating to
the management of Vital Healthcare Property Trust.
In connection with the Internalization, the REIT adopted a
second amended and restated deferred unit plan
(the "Amended Plan"). The Amended Plan provides
for the issuance of up to 17,898,368 trust units (approximately 10%
of the issued and outstanding voting units of the REIT), which is
an increase from the 2,021,909 trust units reserved for issuance
under the REIT's previous deferred unit plan
(the "Previous Plan"). As a result of the REIT
terminating all external asset management agreements in connection
with the Internalization, and having previously terminated its unit
option plan, the Amended Plan is the REIT's only equity-based
compensation plan.
In connection with the Internalization, the REIT is issuing up
to 3,994,661 deferred units to the new employees of the REIT. Of
these, 1,711,412 will be fully vested and the balance will be
subject to future vesting conditions. Following the
Internalization, the REIT issued an additional 5,764,494 deferred
units to new employees as a future equity incentive (all of which
will be subject to vesting conditions) and 75,000 deferred units to
the REIT's independent trustees in recognition of their efforts on
behalf of the special committee that was formed for considering and
negotiating the Internalization on behalf of the REIT.
In accordance with the Policies of the TSX Venture Exchange, the
Amended Plan and the issuance of deferred units thereunder that
exceed the number of deferred units authorized for issuance under
the Previous Plan are to be considered, and if deemed advisable
approved, by disinterested unitholders at the next unitholder
meeting of the REIT. If the requisite unitholder approval is not
obtained, the Amended Plan will terminate (the REIT will revert to
the Previous Plan), as will any deferred units that were granted
under the Amended Plan that could not have been granted under the
Previous Plan.
NWVP currently owns an approximate 65% interest in the REIT and
Paul Dalla Lana, Chairman and Chief
Executive Officer of the REIT, is the sole shareholder of NWVP.
Accordingly, the Internalization is a "related party transaction"
for the purposes Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101"). A
special committee of independent trustees was established by the
REIT for the purposes of considering the Internalization. The
special committee retained independent legal and financial advisors
in connection with the Internalization. The Internalization is not
subject to the formal valuation and minority approval requirements
of MI 61-101 as neither the fair market value nor the subject
matter of the transaction represents more than 25% of the REIT's
market capitalization. Paul Dalla
Lana did not receive any deferred units in connection with
the Internalization.
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 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.
Forward Looking Information
This news release contains "forward-looking statements" within
the meaning of applicable securities laws. 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. The statements in this news release are made
as of the date of this release and, except as expressly required by
applicable law, the REIT assumes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. 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
and audited consolidated financial statements and management's
discussion and analysis for the year ended December 31, 2013, copies of which may be
obtained on the SEDAR website at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE NorthWest International Healthcare Properties REIT