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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
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