$200m capital raising to fund acquisitions and developments

28 APRIL 2022

Important notice and disclaimer (1/2)

This presentation has been prepared by NorthWest Healthcare Properties Management Limited (the Manager) in its capacity as the manager of Vital Healthcare Property Trust (Vital) in relation to the accelerated entitlement offer (the Offer) of new units in Vital (New Units) to be made to:

  • • Eligible institutional unitholders of Vital with registered addresses in New Zealand and selected other jurisdictions as at the Record Date; and

  • • Eligible retail unitholders of Vital with registered addresses in New Zealand as at the Record Date, in reliance on clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA).

Capitalised terms used in this presentation have the specific meaning given to them in the Offer Document released in respect of the Offer, except where otherwise specified.

Information

The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in Vital or that would be required in a product disclosure statement for the purposes of the FMCA. Vital is subject to disclosure obligations under the NZX Listing Rules that require it to notify certain material information to NZX Limited (NZX). This presentation should be read in conjunction with Vital's other periodic and continuous disclosure announcements released to NZX. No information set out in this presentation will form the basis of any contract.

NZX

The New Units will be quoted on the NZX Main Board following completion of allotment procedures. However, NZX accepts no responsibility for any statement in this document. NZX is a licensed market operator, and the NZX Main Board is a licensed market under the FMCA.

Not financial product advice

This presentation does not constitute legal, financial, tax, financial product advice, investment advice or a recommendation to acquire Vital securities, and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and consult an NZX Firm or solicitor, accountant or other professional advisor if necessary.

Investment risk

An investment in securities in Vital is subject to investment and other known and unknown risks, some of which are beyond the control of Vital and the Manager. The Manager does not guarantee any particular rate of return or the performance of Vital.

Not an offer

This presentation is not a prospectus or product disclosure statement or other offering document under New Zealandlaw or any other law (and will not be lodged with the Registrar of Financial Service Providers). This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The distribution of this presentation outside New Zealand may be restricted by law. Any recipient of this presentation who is outside New Zealand must seek advice on and observe any such restrictions. Refer to the section "International Offer Restrictions" of this presentation for information on restrictions and eligibility criteria to participate in the Offer.

Disclaimer

None of the Manager, Craigs Investment Partners Limited, Forsyth Barr Limited or their related companies and affiliates including, in each case, their respective shareholders, directors, officers, employees, affiliates, agents or advisors, as the case may be (Specified Persons), have independently verified or will verify any of the content of this presentation and none of them are under any obligation to you if they become aware of any change to or inaccuracy in the information in this presentation.

To the maximum extent permitted by law, each Specified Person disclaims and excludes all liability whatsoever

for any loss, damage or other consequence (whether foreseeable or not) suffered by any person from the use of the content of this presentation, from refraining from actingbecause of anything contained in or omitted from this presentation or otherwise arising in connection therewith (including for negligence, default, misrepresentation or by omission and whether arising under statute, in contract or equity or from any other cause). No Specified Person makes any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. You agree that you will not bring any proceedings against or hold or purport to hold any Specified Person liable in any respect for this presentation and content of this presentation and waive any rights you may otherwise have in this respect.

Determination of eligibility of investors for the purposes

  • of the Offer is determined by reference to a number

  • of matters, including legal regimes and the discretion

  • of Craigs Investment Partners Limited and Forsyth Barr

Limited (the Joint Lead Managers) and the Manager. The Manager and the Joint Lead Managers disclaim any duty or liability (including for negligence) in respect of the exercise of that discretion, to the maximum extent permitted by law.

Past performance

Past performance information provided in this presentation may not be a reliable indication of future performance. No guarantee of future returns is implied or given.

Important notice and disclaimer (2/2)

Forward looking statements

This presentation may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Vital. Forward-looking statements can generally be identified by the use of words such as 'project', 'foresee', 'plan', 'expect', 'aim', 'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will' or similar expressions. This also includes statements regarding the timetable, conduct and outcome of the Offer and the use of proceeds thereof, statements about the plans, objectives and strategies of the management of Vital, statements about the industry and the markets in which Vital operates and statements about the future performance of Vital's business. Any indications of, or guidance or outlook on, future earnings or financial position or performance and future distributions are also forward-looking statements. All such forward-looking statements involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of the Manager, which may cause the actual results or performance of Vital to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such forward-looking statements speak only as of the date of this presentation.

Except as required by law or regulation (including the NZX Listing Rules), the Manager undertakes no obligation to update these forward-looking statements for events or circumstances that occur subsequent to such dates or to update or keep current any of the information contained herein. Any estimates or projections as to events that may occur in the future (including projections of revenue, expense, net income and performance) are based uponthe best judgement of the Manager from the information available as of the date of this presentation. A number of factors could cause actual results or performance to vary materially from the projections, including the risk factors set out in this presentation. Investors should consider the forward-looking statements in this presentation in light of those risks and disclosures. You are strongly cautioned not to place undue reliance on any forward-looking statements.

For the purposes of this Important Notice, "presentation" shall mean the slides, any oral presentation of the slides by the Manager, any question-and-answer session that follows that oral presentation, hard copies of this document and any materials distributed at, or in connection with, that presentation.

The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without notice. The Manager reserves the right to withdraw, or vary the timetable for, the Offer, without notice.

Joint Lead Managers

The Joint Lead Managers and their affiliates (including the underwriters for the Offer (the Underwriters)) are full service financial institutions engaged in various activities, which may include trading, financing, corporate advisory, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Joint Lead Managers, the Underwriters and their affiliates have provided, and may in the future provide, financial advisory, financing services and other services to the Manager and to persons and entities with relationships with Vital or the Manager, for which theyreceived or will receive customary fees and expenses. In the ordinary course of its various business activities, the Joint Lead Managers, the Underwriters and their affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of Vital, the Manager and/ or persons and entities with relationships with Vital or the Manager. The Joint Lead Managers, Underwriters and their affiliates may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. One or more entities within one or more Joint Lead Managers' or Underwriters' respective groups may now or in the future act as a derivative counterparty or provide financial accommodation or services to Vital, the Manager, or their affiliates.

In connection with the Offer, one or more investors may elect to acquire an economic interest in the New Units (Economic Interest), instead of subscribing for or acquiring the legal or beneficial interest in those securities. The Joint Lead Managers and the Underwriters (or their respective affiliates) may, for their own respective accounts, write derivative transactions with those investors relating to the New Units to provide the Economic Interest, or otherwise acquire securities in Vital in connection with the writing of those derivative transactions in the Offer and/or thesecondary market. As a result of those transactions, the Joint Lead Managers and the Underwriters (or their respective affiliates) may be allocated, subscribe for or acquire New Units or securities of Vital in the Offer and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those securities. These transactions may, together with other securities in Vital acquired by the Joint Lead Managers, Underwriters or their affiliates in connection with its ordinary course sales and trading, principal investing and other activities, result in the Joint Lead Managers or their affiliates disclosing a substantial holding and earning fee.

The Joint Lead Managers and Underwriters (and/or their respective affiliates) may also receive and retain other fees, profits and financial benefits in each of the above capacities and in connection with the above activities, including in their capacity as a Joint Lead Manager and/ or Underwriter to the Offer.

Acceptance

By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you have read and agree to comply with the contents of this Important Notice; (ii) you are permitted under applicable laws and regulations to receive the information contained in this presentation; (iii) you will base any investment decision solely on information released by Vital via NZX (including the Offer Document); and (iv) you agree that this presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose.

Vital has entered agreements1 to acquire its first South Island properties:

Kawarau Park Health Precinct, QueenstownKawarau Park is a newly developed health precinct that includes Queenstown's only private hospital, benefitting from Queenstown's favourable demographics.

68 St Asaph Street, Christchurch

68 St Asaph Street is a large, modern ambulatory care

The precinct has 6 individual high quality buildings and immediate development potential.

(maternity) and life sciences site, part of one of New Zealand's key health precincts and located 300 metres from Christchurch Hospital.

The anchor tenant is a hospital operated as a joint venture between Southern Cross Hospitals and Central Lakes Trust, with other tenants including nationwide healthcare providers Pacific Radiology (subsidiary of NZX-listed Infratil) and NZX-listed Green Cross Health.

The acquisition also includes ~1,600 sqm of expansion development land.

Existing tenants include the Canterbury District Health

Hospital shortlisted for 2022 Southern

Board (CDHB)2 and life sciences corporate, Syft Technologies with the balance (~30% of net lettable area) available for lease and subject to a 24-month vendor rental underwrite.

Architecture Awards.

  • 1 The Christchurch acquisition settled on 1 April. Completion of the Queenstown acquisition is subject to a number of conditions, including the completion of due diligence, board and supervisor approval and the tenant at the property agreeing to waive pre-emptive rights to purchase the property and approving Vital as the purchaser.

  • 2 Lease commences 1 August 2022.

  • 3 NorthWest Healthcare Properties REIT has committed, on behalf of its owned and controlled entities, to participate in the Offer by subscribing for $55m of new units, representing its pro rata holding in Vital across the $200m Offer, with the balance of the Offer underwritten by Craigs Investment Partners Limited and Forsyth Barr Group Limited.

4

The Theoretical Ex-Rights Price ("TERP") is the theoretical price at which Vital units should trade at immediately after the ex-date of the Offer. The TERP is a theoretical calculation only and the actual price at which Vital units trade immediately after the ex-date for the Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to Vital's closing price of $3.12 on Wednesday, 27 April 2022.

CAPITAL RAISE

Vital is seeking to raise approximately $200m through a 1 for 8.54 underwritten3 accelerated entitlement offer (the Offer)

The Offer Price for the New Units is $2.95 per unit, representing a 5.4% discount to the closing price of $3.12 on Wednesday, 27 April 2022 and a 4.9% discount to the Theoretical Ex-Rights Price4 of $3.10.

The Offer represents 11.7% of units on issue prior to the Offer.

Acquisitions, developments and capital raise at a glance (cont.)

Vital proposes to develop the following properties1:

Ormiston Hospital, Auckland~4,500 sqm expansion to approximately double the size of this existing Vital asset.

Auckland Endoscopy, Epsom

Existing buildings will be tenanted for an initial term of 20 years from settlement.

20-year lease for new development; lease for existing hospital extended to 20 years.

~2,000 sqm of land available for development of a new hospital pre-leased for 20 years from completion.

Hospital operated by Ormiston Surgical Endoscopy

The hospital business owned jointly by Evolution

Limited (~50% owned by Southern Cross Hospitals).

Healthcare and Healthcare Holdings.

Expansion supported by strong business case underpinned by location in a fast growing part of Auckland.

Central location; supported by high concentration of medical practitioners.

Other developments

Vital has a committed development pipeline of ~$273.72m with $218.7m left to complete.This development spend is anticipated to occur over the next ~ 3 years.

1 Terms have been agreed and Vital is finalising transaction documents with the relevant counterparties. The development and acquisition agreements will be conditional on Board, supervisor and other customary and regulatory approvals.

2

Excludes development land of ~$11.2m.

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Disclaimer

Vital Healthcare Property Trust published this content on 27 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2022 23:32:10 UTC.