GROWTHPOINT PROPERTIES LIMITED - Notification of Update to GROWTHPOINT PROPERTIES LIMITED's ZAR30,000,000,000 Domestic Medium Term Note Programme

Notification of Update to GROWTHPOINT PROPERTIES  LIMITED's ZAR30,000,000,000 Domestic Medium Term Note Programme

GROWTHPOINT PROPERTIES LIMITED
(Incorporated with limited liability in the Republic of South Africa under registration number 1987/004988/06)
(Bond issuer code: GRTI)
(“Growthpoint” or the “company”)



NOTIFICATION OF AN UPDATE TO PROGRAMME MEMORANDUM



The Issuer has received approval from the JSE Limited (“JSE”) in relation to its amended and restated
programme memorandum dated 25 October 2019 (the “Amended and Restated Programme
Memorandum”), pursuant to which the Issuer may from time to time issue notes on the terms and conditions
set out in the Amended and Restated Programme Memorandum.



A summary of the changes effected in the Amended and Restated Programme Memorandum include:

    -   aligning the Issuer and JSE responsibility statements in the PM and the pro forma Applicable Pricing
        Supplement with the exact wording in the JSE Debt Listings Requirements (“JSE DLRs”);
    -   changing references to the “BESA Guarantee Fund” to “JSE Debt Guarantee Fund”;
    -   Changing the section headed “Documents Incorporated by Reference”, which included the publication
        of information on the Issuer’s website
    -   Introducing the Information Statement which includes information pertaining to the business description
        of the Issuer and Guarantor(s), the full names of the Issuer and Guarantor(s), information relating to
        investor considerations and risk factors associated with an investment in the Notes, including, but not
        limited to, the risk factors specific to the Issuer, and information relation to the Issuer’s compliance with
        the King IV Report on Corporate Governance for South Africa, 2016;
    -   Introducing the provision for “Additional Guarantors” by way of accession in the Programme
        Memorandum;
    -   introducing definitions for the “Interest Period”, “Interest Payment Dates” and “Determination Dates”
        into the pro forma Applicable Pricing Supplement;
    -   Introducing further placeholders dealing with the “Base CPI”, “Index Sponsor”, “Index Calculator”,
        “Website address where the link to the index rulebook is available”, “Index Level”, “Required
        confirmations” and “Underlying indices” (please note that these provisions would only be applicable
        should the Issuer decide to issue Index Linked Notes in the future);
    -   Amending Condition 8 “Guarantee” to include the additional guarantor(s) provision;
    -   Amending Condition 9 “Interest” to incorporate the revised interest calculation definition under the
        “Fixed Rate Notes” section;
    -   Amending Condition 10 “Payments” and in particular 10.3 “Payment Day” to be aligned with JSE’s
        ‘Payment Day’ definition;
    -   Amending Condition 11 “Redemption and Purchase” to include “Redemption in the event of a failure
        to maintain JSE Listing or Rating”;
    -   Introducing Condition 15 “Registration of Notes Issued in Uncertificated Form”;
    -   Amending Condition 20 “Notices” to be aligned with the JSE DLRs;
    -   Amending Condition 21 “Amendment of these Terms and Conditions” (including the “Terms and
        Conditions” and removal of word “minor” amendments without the consent of Noteholders);
    -   Amending Condition 22 “Meeting of Noteholders/Consent Process” to be aligned with the new
        Companies Act, 2008 (meetings of shareholder provisions);
    -   Introducing the “Terms and Conditions of the Guarantee” including the pro forma Guarantee, the Form
        of Accession Letter and Conditions Precedent;
    -   Amendments to the settlement and clearing and transfers and exchanges processes in the “Settlement,
        Clearing and Transfer of Notes” in line with JSE requirements;
    -   Updating the “Subscription and Sale”, “Taxation” and “South African Exchange Control” sections in line
        with the most recent laws;
    -   Amendments to the section headed “General Information” at the end of the Programme Memorandum
          – “Authorisation”, “Listing”, “Documents Available for Inspection”, “Material Change”, “Litigation” and
           “Auditor”;
    -   Further minor clean-up changes pursuant to the JSE DLRs;
    -   Updating the Programme Memorandum to provide for the recent amendments from Strate in terms of
        settlement; and
    -   Introducing the “Issuer Agent” concept.



The Amended and Restated Programme Memorandum and Information Statement are available for
inspection at the registered office of the Issuer and have also been made available for inspection on the
Issuer’s                                                 website                                               at
https://growthpoint.co.za/JSE%20Debt%20Listings/DMTN%20Programme%20Memorandum%2020191025.
PDF and https://growthpoint.co.za/JSE%20Debt%20Listings/Information%20Statement%2020191025.PDF.
The Amended and Restated Programme Memorandum will also be available for inspection on the JSE’s
website at www.jse.co.za.



28 October 2019


Debt Sponsor
Absa Bank Limited (acting through its Corporate and Investment Bank division)

Date: 28/10/2019 04:30:00
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