/NOT FOR DISTRIBUTION IN THE UNITED
STATES OR OVER UNITED
STATES WIRE SERVICES/
MISSISSAUGA, ON,
March 9, 2012 /PRNewswire/ -
Chartwell Seniors Housing Real Estate Investment Trust (TSX:
CSH.UN) ("Chartwell") announced today the closing of its previously
announced public offerings (the "Offerings") of 24,913,125
subscription receipts (the "Subscription Receipts") at a price of
$8.20 per Subscription Receipt for
gross proceeds of $204,287,625 and
$135,000,000 aggregate principal
amount of 5.7% convertible unsecured subordinated debentures (the
"Debentures"), including the exercise, in full, of the
over-allotment options in respect of the Subscription Receipts and
the Debentures. The Offerings were completed on a bought deal basis
through a syndicate of investment dealers led by RBC Capital
Markets.
The net proceeds from the sale of the Subscription Receipts will
be held by Computershare Trust Company of Canada (the "Subscription Receipt Agent")
pending the completion of the Acquisition (as defined below) prior
to 5:00 p.m. (Toronto time) on May
30, 2012 or the termination of the Acquisition. Chartwell
intends to use the entire net proceeds of the offering of the
Subscription Receipts (following the release of the escrowed funds
by the Subscription Receipt Agent), to finance, in part, the
purchase price for Chartwell's previously announced acquisition of
a 8,187 suite Canadian seniors housing portfolio in a co-ownership
arrangement with Health Care REIT, Inc. from a group of funds
managed by the Maestro group (the "Acquisition"). The
expected closing date for the Acquisition is May 1, 2012.
Chartwell intends to use the net proceeds of the offering of
Debentures: (a) to redeem all of the issued and outstanding 5.9%
convertible unsecured subordinated debentures (the "Series 2007-1
Debentures"), totalling approximately $78
million, which amount includes accrued and unpaid interest;
(b) to repay approximately $52
million outstanding under Chartwell's operating facility;
and (c) for general trust purposes.
The Subscription Receipts and the Debentures will be listed for
trading on the Toronto Stock Exchange under the symbols "CSH.R" and
"CSH.DB.B", respectively, and will commence trading on the Toronto
Stock Exchange on March 9, 2012.
The redemption price in respect of the Series 2007-1 Debentures
has been determined in accordance with the provisions of the trust
indenture governing the terms of the Series 2007-1 Debentures. The
redemption price will be paid in cash and is $1,000 per Debenture together with accrued and
unpaid interest on the Debentures up to, but not including, the
redemption date. The redemption is expected to take place on or
about March 19, 2012. A notice of
redemption was mailed on February 15,
2012 to CDS Clearing and Depository Services Inc. ("CDS")
and the trustee, Computershare Trust Company of Canada. Non-registered holders (banks,
brokerage firms or other financial institutions) who maintain their
interests in the Series 2007-1 Debentures through CDS should
contact their CDS customer service representative with any
questions regarding the redemption. Alternatively, beneficial
holders with any questions about the redemption should contact
their respective brokerage firm or financial institution, which
holds interests in the Series 2007-1 Debentures through CDS on
their behalf.
This press release is not an offer to sell, or a solicitation of
an offer to buy, any securities. The securities referred to in this
press have not been and will not be registered under the U.S.
Securities Act of 1933, as amended and may not be offered or sold
in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act of
1933.
Chartwell is a real estate investment trust focused on
generating sustainable, stable and growing cash distributions from
owning and managing a complete range of seniors housing
communities. It is one of the largest participants in the North
American seniors housing business. Chartwell's aim is to capitalize
on the strong demographic trends present in its markets to maximize
the value of its existing portfolio of seniors housing facilities,
and prudently avail itself of opportunities to grow internally and
through accretive acquisitions.
Chartwell's Distribution Reinvestment Plan (DRIP) allows
Unitholders to have their monthly cash distributions used to
purchase units without incurring commission or brokerage fees, and
receive bonus units equal to 3% of their monthly cash
distributions. More information can be obtained at
www.chartwellreit.ca.
Forward Looking Information
This press release contains forward-looking information that
reflect the current expectations of management about the future
results, performance, achievements, prospects or opportunities for
Chartwell and the seniors housing industry. These statements
generally can be identified by use of forward-looking words such as
"may", "will", "expect", "estimate", "anticipate", "believe",
"project", "should" or "continue" or the negative thereof or
similar variations. Forward-looking statements are based upon a
number of assumptions and are subject to a number of known and
unknown risks and uncertainties, many of which are beyond
Chartwell's control that could cause actual results to differ
materially from those that are disclosed in or implied by such
forward-looking statements.
While we anticipate that subsequent events and developments may
cause our views to change, we do not have an intention to update
this forward-looking information, except as required by applicable
securities laws. This forward-looking information represents our
views as of the date of this press release and such information
should not be relied upon as representing our views as of any date
subsequent to the date of this document. We have attempted to
identify important factors that could cause actual results,
performance or achievements to vary from those current expectations
or estimated expressed or implied by the forward looking
information. However, there may be other factors that cause
results, performance or achievements not to be as expected or
estimated and that could cause actual results, performance or
achievements to differ materially from current expectations,
including the failure of Chartwell to redeem the Series 2007-1
Debentures in a manner consistent with management's expectations.
There can be no assurance that forward-looking information will
prove to be accurate, as actual results and future events could
differ materially from those expected or estimated in such
statements. Accordingly, readers should not place undue reliance on
forward looking information. These factors are not intended to
represent a complete list of the factors that could affect us. See
"Risks and Uncertainties" in our MD&A and risk factors
highlighted in materials filed with the securities regulatory
authorities in Canada from time to
time, including but not limited to our most recent annual
information form.
SOURCE Chartwell Seniors Housing Real Estate Investment
Trust