FOUNTAINHEAD PROPERTY TRUST - Response to Growthpoint and Redefine announcements

Response to Growthpoint and Redefine announcements

Fountainhead Property Trust
A Collective Investment Scheme in property registered in terms of the Collective Investment
Schemes Control Act, No 45 of 2002 and managed by Fountainhead Property Trust
Management Limited
(Registration No. 1983/003324/06)
Share Code: FPT
ISIN Code: ZAE000097416
(“Fountainhead”)

Response to Growthpoint and Redefine announcements

Unitholders of Fountainhead (“Unitholders”) are referred to:

-   The SENS announcement released by Fountainhead on the 28 March 2013 regarding its
    resolution to terminate its engagement with Growthpoint Properties Limited
    (“Growthpoint”), in respect of Growthpoint’s proposal to acquire the underlying assets of
    Fountainhead (“Growthpoint Proposal”). In its announcement, the independent
    committee of the board of directors of Fountainhead Property Trust Management Limited
    (“Independent Committee”) indicated that the principal reason for its decision to terminate
    its engagement with Growthpoint was that Redefine Properties Limited (“Redefine”) had
    indicated that it would vote against any resolutions or ballot of Unitholders to approve the
    Growthpoint Proposal. The Independent Committee also indicated in its announcement
    that it had been advised that Redefine’s stake, at the time, of 45.6% constituted an effective
    blocking stake in respect of the Growthpoint Proposal unless (i) Redefine is precluded from
    voting its units in respect of the resolution to approve the Growthpoint Proposal, and (ii) the
    Growthpoint Proposal can be implemented without the need for a ballot to amend the trust
    deed of Fountainhead (“Trust Deed”). Consequently, absent a ruling from the stock
    exchange operated by the JSE Limited (“JSE”) in this regard and sufficient comfort
    regarding Growthpoint’s ability to implement the Growthpoint Proposal without amendments
    to the Trust Deed, the Independent Committee indicated that it did not believe that it was in
    the interests of Unitholders to progress the Growthpoint Proposal given that, in all
    likelihood, such Proposal will not be approved.

-   The SENS announcement released by Growthpoint on the 17 April 2013 in which, amongst
    other things, it reiterated its commitment to progressing the Growthpoint Proposal and that
    it had requested a formal ruling from the JSE that Redefine be precluded from voting on all
    resolutions in respect of the Growthpoint Proposal, including the vote required to amend the
    Trust Deed.

-   The SENS announcement released by Redefine on 22 April 2013 stating that, amongst
    other things, the JSE had advised Redefine that it notified Growthpoint in writing on 19 April
    2013 that it had declined Growthpoint’s ruling request.

Unitholders are advised to take note of the announcements outlined above. Unitholders are
further advised that the JSE’s ruling, reiterates and does not alter the position of the
Independent Committee as set out in Fountainhead’s 28 March 2013 announcement regarding
its resolution to terminate its engagement with Growthpoint in relation to the Growthpoint
Proposal.

23 April 2013

Merchant bank and transaction sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Legal Advisor
Bowman Gilfillan Inc.

Date: 23/04/2013 09:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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