Wrap Text
Posting of Circular and Notice of General Meeting
Growthpoint Properties Limited
Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa)
(Registration number: 1987/004988/06)
Share code: GRT ISIN: ZAE000179420
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING: FINANCIAL ASSISTANCE IN
ANTICIPATION OF A PROPOSED BROAD BASED OWNERSHIP SCHEME AS WELL AS NOTICE
OF A MANAGEMENT CALL WITH SHAREHOLDERS
Growthpoint Shareholders (“Shareholders”) are advised that a circular has been posted today
Wednesday, 21 June 2023 seeking approval of financial assistance by Growthpoint in terms of
Section 44 of the Companies Act, no. 71 of 2008 (the "Companies Act"), as amended (“the
Circular”).
The proposed financial assistance authority is necessary for the purposes of establishing and
implementing a proposed new broad-based ownership scheme ("B-BOS") which will enhance
Growthpoint's Broad- Based Black Economic Empowerment credentials and assist Growthpoint
in achieving its equity ownership targets as set out in the Property Sector Code. The proposed
B-BOS will be broadly implemented as follows:
- A discretionary trust will be established, complying with the B-BOS requirements (issued in
terms of the Broad- Based Black Economic Empowerment Act, 53 of 2003 (the "B-BBEE
Act")) and the requirements for a public benefit organisation (in terms of the Income Tax
Act, 1962) (the "Trust").
- R250 million worth of Growthpoint ordinary shares (the "Shares") (representing less than
0,6%of the Growthpoint ordinary shares in issue), held by Growthpoint's wholly owned
subsidiary, Growthpoint Management Services (Pty) Ltd, as treasury shares, will be sold to
the Trust on the basis that the Shares have been valued at R12,50 per share for the
purposes of the sale. The Shares, on transfer to the Trust, will have full voting rights and
will be entitled to dividends on the same basis as all the other ordinary shares in the share
capital of Growthpoint which are not treasury shares.
- The acquisition by the Trust of the Shares will be financed by way of a loan in the amount
of R250 million by Growthpoint (or another Group company) to the Trust (the "Loan") on the
terms of the loan agreement to be entered into between Growthpoint (or another Group
company) and the Trust (the "Loan Agreement").
Growthpoint can only give effect to the Loan Agreement once it has obtained the financial
assistance authority as contemplated in section 44 of the Companies Act, which authority will
be sought from Shareholders at the general meeting referred to in this announcement and the
Circular. The salient terms of the Loan Agreement are set out in the Circular, and a term sheet
will be available for inspection.
In terms of the B-BBEE Act and the Regulations issued thereunder, the B-BOS qualifies as a
major B-BBEE transaction and must be registered with the Broad- Based Economic
Empowerment Commission (the "Commission") within 15 days of conclusion of the transaction,
who may assess the transaction for compliance with the B-BBEE Act within 90 days thereafter.
Confirmation by the Commission of adherence of the B-BOS (all the necessary transaction
documents to establish the B-BOS) with the B-BBEE Act shall, in addition to the financial
assistance resolution in terms of section 44 of the Companies Act, be a condition precedent to
the implementation of the B-BOS.
The Circular provides Shareholders with the relevant information relating to the authority sought
and gives notice of the general meeting to be held at The Place, 1 Sandton Drive, Sandown,
Sandton, 2196, on Wednesday, 19 July 2023 at 09:00 (“General Meeting”) in order for
Shareholders to consider, and if deemed fit, to pass with or without modification the Resolutions
included in the notice of General Meeting attached to the Circular dated Wednesday, 21 June
2023.
The Circular may be obtained from Growthpoint’s website:
https://growthpoint.co.za/investor-relations/circulars/
or at the registered offices of Growthpoint: The Place, 1 Sandton Drive, Sandown, Sandton,
2196 or the Transfer Secretaries: JSE Investor Services (Pty) Limited, JSE Limited, One
Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196.
The salient dates and times are as follows:
2023
Record date to determine which Shareholders are entitled to
receive the Circular Thursday, 15 June
Circular posted to Shareholders, published on Growthpoint's
website and notified on SENS Wednesday, 21 June
Last day to trade to be eligible to vote at the General Meeting Tuesday, 11 July
Record date to be eligible to vote at the General Meeting Friday, 14 July
Forms of proxy to be received by 09:00 on Monday, 17 July
General Meeting to be held at 09:00 on Wednesday, 19 July
Results of the General Meeting released on SENS on Thursday, 20 July
Notes:
1. All times shown above are South African local times.
2. The above dates and times are subject to amendment at the discretion of Growthpoint, subject to the
approval of the JSE. Any such amendment will be announced on SENS.
3. Shareholders are requested to deliver the Forms of Proxy to the Transfer Secretaries at JSE Investor Services
(Pty) Limited, JSE Limited, One Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196 (PO Box 4844,
Braamfontein 2000) (at their own risk), or via email to proxy@tmsmeetings.co.za by no later than 09:00 on
Monday, 17 July 2023, for administrative purposes.
Management Call:
Growthpoint will be releasing its investor update for the nine months ended 31 March 2023 on
22 June 2023. A Q&A call with management will be hosted by Nedbank CIB at 16:00 South
African time on 22 June 2023 where investors will, inter alia, have the opportunity to engage
with management on the Circular.
Please email dferreira@growthpoint.co.za to receive the registration link, alternatively use the
following dial-in details:
- Australia: 02 8015 2168
- Johannesburg: 010 201 6700
- Johannesburg: 011 535 3500
- UK: 0 333 300 1417
- USA and Canada: 1 508 924 4325
Passcode:
- 3553050
Pin:
- 03663
Sandown
21 June 2023
JSE Equity Sponsor: Investec Bank Limited
Legal Advisor: Glyn Marais
Date: 21-06-2023 11:05:00
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