GROWTHPOINT PROPERTIES LIMITED - Acucap Properties Limited / Growthpoint Properties Limited - Results of the Scheme Meeting

Acucap Properties Limited / Growthpoint Properties Limited - Results of the Scheme Meeting

Acucap Properties Limited                                 Growthpoint Properties Limited
Approved as a REIT by the JSE                             Approved as a REIT by the JSE
Incorporated in the Republic of South Africa              Incorporated in the Republic of South Africa
Registration number 2001/021725/06                        Registration number 1987/004988/06
Share code: ACP                                           Share code: GRT 
ISIN: ZAE000188660                                        ISIN ZAE000179420
("Acucap”)                                                (“Growthpoint”)



RESULTS OF THE SCHEME MEETING

1. INTRODUCTION

  1.1. Acucap and Growthpoint shareholders are referred to the firm intention announcement dated
       12 December 2014 and the circular issued to Acucap shareholders dated 15 January 2015
       (the “Circular”) regarding the offer by Growthpoint to acquire all of the shares in Acucap that
       it does not already own, by way of a scheme of arrangement (the “Scheme”) in terms of
       section 114 of the Companies Act, 2008 (“the Companies Act”) (the “Transaction”).

  1.2. The board of directors of Acucap are pleased to announce that at the general meeting of
       Acucap shareholders held today, Monday, 16 February 2015 at 12h00 (“Scheme Meeting”),
       all of the resolutions required to give effect to the Scheme as set out in the notice convening
       the Scheme Meeting incorporated in the Circular, were passed, without modification, by the
       requisite majority of votes.

  1.3. The resolutions required to give effect to the Scheme were voted on as follows:


            Resolution proposed                 Number of        Shares voted      For %          Against %      Abstained %
                                               shares voted       as a % of
                                                                 total shares
                                                                   in issue

                                                  (note 1)         (note 2)        (note 3)        (note 3)         (note 2)



            Special Resolution No. 1–
            Approval of the Scheme in terms    110,024,523           46%            91%              9%                *

            of section 114 and 115 of the
            Companies Act


            Special Resolution No. 2–
            Revocation of Special
            Resolution No.1 in terms of        110,024,523           46%            100%             0%                *

            section 164(9)(c) of the
            Companies Act if the Scheme
            lapses


            Ordinary Resolution – General      110,036,193           46%            100%             0%                *
            authorising resolution



  *     less than 0.1%
  1.    Excludes 83,475,367 Acucap shares held by Growthpoint, which, as the “acquiring party”, was excluded from voting
        as contemplated in section 115(4) of the Companies Act.
  2.    Based on 241,002,184 Acucap shares in issue at the date of the Scheme Meeting.
  3.    In relation to the total number of shares voted at the Scheme Meeting.

                                                             
2. SCHEME CONDITIONS PRECEDENT

   Acucap and Growthpoint shareholders are advised that the following conditions precedent to the
   Scheme, as detailed in the Circular, remain outstanding:

   2.1. the Competition Authorities having conditionally or unconditionally approved the Transaction;
        and

   2.2. the issue of a compliance certificate in relation to the Scheme by the Takeover Regulation
        Panel.



3. SALIENT DATES AND TIMES

A finalisation announcement will be made in due course based on the indicative dates and times as
detailed in the Circular.


Cape Town
16 February 2015



CORPORATE ADVISOR AND SPONSOR TO ACUCAP
QUESTCO



LEGAL ADVISOR TO ACUCAP
CLIFFE DEKKER HOFMEYR



COMPETITION LAW ADVISOR TO ACUCAP
BAKER & MCKENZIE



CORPORATE ADVISOR AND SPONSOR TO GROWTHPOINT
INVESTEC BANK LIMITED



LEGAL AND COMPETITION LAW ADVISOR TO GROWTHPOINT
GLYN MARAIS INC




                                                 

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