Vital undertaking consultation on Dual Listed proposal
20/11/2024 08:30 NZDT, MKTUPDTEP
Vital to undertake consultation on a Dual Listed Trust (DLT) proposal
• Proposal would involve restructuring Vital into separate New Zealand and Australian trusts with independently traded primary listings on the NZX and the ASX, with equalisation arrangements put in place such that Vital would continue to function as a single economic entity
• Proposal intended to provide earnings accretion, a broader investor base and governance enhancements making Vital a more attractive investment vehicle to improve its access to and cost of capital
• Consultation to occur over remainder of 2024 with a view to support a proposal being put to Unit Holders for a vote in April 2025
Northwest Healthcare Properties Management Limited (Manager), as manager of Vital Healthcare Property Trust (Vital), has been considering options to improve Vital’s structure noting that Vital’s current structure:
1. has benefits for New Zealand investors (through the operation of the PIE regime) but limits Vital’s attractiveness to Australian and offshore investors thereby reducing potential demand for Vital’s units; and
2. without an ASX listing and a more diversified investor base, Vital is at an operating cost disadvantage to its peers in respect to holding Australian property.
To address these issues, the Manager, including the Manager’s independent directors who have been independently advised, has been working on possible structural refinements over the last four years, building on work done on a proposal involving a restructuring and ASX listing which was put to Vital’s Unit Holders in 2020. Unit Holder feedback on the 2020 proposal, as well as subsequent discussions, have been a key element in the Manager’s considerations.
“Consistent with Vital’s stated strategy, this proposal is intended to increase Vital’s distributions, unit price, liquidity and potential investor pool whilst also facilitating an ASX listing and resolving the aspects of Vital’s current structure that discourage international investors,” says the Manager’s Independent Chair, Graham Stuart.
The proposed DLT has been designed to:
1. resolve the key structural issues noted above;
2. reflect Unit Holder feedback;
3. deliver earnings and value accretion for all Unit Holders; and
4. preserve all the governance benefits from the existing structure whilst adding additional governance measures for the benefit of Unit Holders.
Under the proposed DLT:
1. Vital’s New Zealand and Australian assets would be restructured into separate legal entities;
2. Vital’s New Zealand assets would remain listed on the NZX through a NZ PIE fund (Vital NZ);
3. Vital’s Australian assets would be listed on the ASX through an Australian trust (Vital AU);
4. existing Vital Unit Holders would receive both Vital NZ and Vital AU units in proportion to their respective net asset value;
5. an “exchange facility” would provide Unit Holders with the ability to elect to transfer their units in Vital AU in exchange for units in Vital NZ (or vice versa);
6. Unit Holders would maintain economic exposure to all of Vital’s assets regardless of whether they invest via Vital NZ or Vital AU, through an equalisation agreement under which Vital would continue to function as a single economic entity with equivalent economic returns;
7. Unit Holders would receive equivalent pre-tax distributions and capital returns from both entities, determined in accordance with the equalisation arrangements; and
8. both Vital NZ and Vital AU Unit Holders would need to separately approve any fundamental changes proposed to the DLT structure or other matters that materially impact both entities.
Other benefits / attributes of the proposal:
1. retention of S&P/NZX50 index inclusion and likely addition of S&P/ASX 300 index inclusion is expected to increase demand for Vital’s units;
2. to align with the ASX Listing Rules, Vital would change from being a Fund Issuer to an Equity Issuer;
3. Vital would continue to have a majority independent Board and an independent Chair; and
4. reducing property level inefficiencies and broadening Vital’s capital sources will help unlock embedded value in Vital’s existing development pipeline.
In addition, the Manager’s parent entity will provide Vital’s independent directors with a right (on behalf of Unit Holders) to participate in the event the Manager’s parent entity looks to exit its management rights in relation to Vital.
The Manager, through its local management, Independent Directors and advisers, will consult with Unit Holders on the draft proposal over coming weeks. This consultation will include discussions with institutional investors and representatives of retail investors, as well as with Vital’s Supervisor.
The Manager’s Independent Chair, Graham Stuart commented:
“Vital would remain one investment option from which investors would receive the same returns irrespective of the trust a Unit Holder invests through. If one side fares better (or worse) than the other, the gain (or loss) to Unit Holders of both sides will be the same.
This proposal takes nothing away from the significant benefits Vital has enjoyed over the 25 years it has been listed on the NZX nor from the benefits New Zealand investors derive from Vital’s structure, notably the PIE regime.
A critical requirement of the range of options explored has been the Independent Directors’ and Manager’s desire to continue to retain both Vital’s NZX listing and PIE structure for the benefit of Vital’s current Unit Holders.
Importantly, the above proposal is intended to be accretive for all existing Unit Holders and includes a range of attributes which either directly respond to investor feedback or which we consider will enhance Vital in the future.”
Depending on the outcome of the consultation, a proposal including more detail regarding the proposed structure is expected to be put to Unit Holders for a vote in April 2025. Approval would require approval by special resolution of Unit Holders (75% majority).
An investor presentation is attached to this release.
– ENDS –
MEDIA ENQUIRIES:
Mark Watts, Managing Partner, GRC Partners, Tel +64 27 250 4018 mark.watts@grcpn.nz
OTHER ENQUIRIES
Aaron Hockly
Fund Manager, Vital Healthcare Property Trust
Tel 09 973 7301, Email aaron.hockly@nwhreit.com
Michael Groth
Chief Financial Officer, Northwest Healthcare Properties Management Limited
Tel +61 409 936 104, Email michael.groth@nwhreit.com