NorthWest International Healthcare Properties REIT Files Preliminary Short Form Prospectus


TORONTO, Dec. 2, 2013 /CNW/ - NorthWest International Healthcare Properties Real Estate Investment Trust (TSXV: MOB.UN) (the "REIT") announced today that it has filed and received a receipt for a preliminary short form prospectus in each of the provinces and territories in Canada with respect to an offering of units of the REIT (the "Offering"). It is currently anticipated that the price per unit will be $2.00 per unit and that approximately $15 million to $25 million aggregate gross proceeds will be raised pursuant to the Offering. The Offering will be led on behalf of the REIT by GMP Securities L.P. and National Bank Financial Inc. (collectively, the "Underwriters").  Additionally, the REIT will grant to the Underwriters an option to purchase up to that number of additional units equal to 15% of the number of units sold at the closing of the Offering to cover over-allotments, if any, and for market stabilization purposes.

The net proceeds from the Offering are expected to be used to fund future acquisitions (including the Rede D'Or Hospital Portfolio Acquisition, as defined and detailed in the REIT's press release dated September 30, 2013), for repayment of debt and for general trust and working capital purposes.

The REIT has also announced that it will increase the amount of the monthly distribution payable to unitholders following completion of the Offering and the Rede D'Or Hospital Portfolio Acquisition from $0.0133 per unit ($0.16 per unit annualized) to $0.0183 per unit ($0.22 per unit annualized).  The increased distribution will take effect on the first day of the month following completion of the Offering and the Rede D'Or Acquisition. For clarity, the proposed increase in the REIT's monthly distribution will not be effected if the Offering is not completed.

In addition, the REIT has announced proposed changes (conditional on closing of the Offering) to the terms of its external management arrangements with affiliates of NorthWest Value Partners Inc. ("NWVP").  The changes comprise (a) the implementation of a three-year trailing high water mark on "net asset value" as it relates to the calculation of the Class C Amount (as defined in the Limited Partnership Agreement of NWI Healthcare Properties LP); and (b) the elimination of the 0.50% base annual management fee payable under the REIT's Asset Management Agreement as it relates to the REIT's indirect minority interest in NorthWest Healthcare Properties REIT ("NWH") for a period of two years from June 21, 2013 (being the effective date of the REIT's acquisition of a strategic 26% interest in NWH), provided that the 0.50% base annual management fee may, at the option of the REIT's external manager, be restored in the event that, during such two year period, the REIT assumes a majority control position in NWH. Copies of the current Limited Partnership Agreement and Asset Management Agreement may be obtained under the REIT's profile on the SEDAR website.

The Offering is expected to close on or about December 18, 2013, following satisfaction of all conditions precedent (other than delivery of the net proceeds of the Offering) to the Rede D'Or Hospital Portfolio Acquisition, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and applicable Canadian securities regulatory authorities. It shall also be a condition of the closing of the Offering that NWVP shall subscribe for a minimum of $2 million of Units pursuant to the Offering. NWVP may, under certain conditions, be required to increase its investment to up to $5 million.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons 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.

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.

Forward Looking Information

This news release contains "forward-looking statements" within the meaning of applicable securities laws, including statements regarding the Offering, the proposed increase in the REIT's monthly distribution and the proposed changes to the REIT's external management arrangements. 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 risks that the Rede D'Or Hospital Portfolio Acquisition and 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 short-form prospectus of the REIT dated November 29, 2013, the REIT's annual information form dated March 11, 2013 and audited consolidated financial statements and management's discussion and analysis for the year ended December 31, 2012, a copy of which may be obtained on the SEDAR website at

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 Real Estate Investment Trust

For further information:

Paul Dalla Lana
(416) 366-8300 ext. 1001

Teresa Neto
(416) 366-8300 ext. 1002

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NorthWest International Healthcare Properties Real Estate Investment Trust

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