Acquisition by Growthpoint of a portfolio of properties from the Sentinel

Mining Industry
GROWTHPOINT PROPERTIES LIMITED
  (Incorporated in the Republic of South Africa)
  (Registration number 1987/004988/06)
  ("Growthpoint")

Acquisition by Growthpoint of a portfolio of properties from the Sentinel
Mining Industry Retirement Fund ("Sentinel") and

the Mine Employees Pension Fund ("MEPF"), collectively referred to as the
Mine Pension Funds ("MPF")
1. INTRODUCTION

Further to the cautionary announcements published on Monday, 5 March 2001,
Wednesday, 18 April 2001 and Thursday, 31 May 2001, Investec Bank Limited
("Investec") is authorised to announce that Growthpoint has entered into an
agreement with Sentinel and MEPF ("the acquisition agreement") in terms of
which Growthpoint will acquire a portfolio of 51 properties ("the MPF
property portfolio"), comprising commercial, industrial, retail and hotel
properties, from Sentinel and MEPF ("the acquisition"). Five properties
included in the MPF property portfolio are subject to pre-emptive rights and
it is anticipated that finality regarding the inclusion of these properties
in the MPF property portfolio will be reached before the end of July 2001.
The acquisition is subject, inter alia, to the fulfilment of the suspensive
conditions set out in paragraph 2.3 below.
2. THE ACQUISITION
2.1 The properties

The MPF property portfolio consists of 51 properties with a total gross
lettable area of 672 108 m2 and a total gross value of R1 539,8 million
being the total purchase consideration to be paid by Growthpoint for the MPF
property portfolio.

The pie charts reflected below provide an analysis of the MPF property
portfolio by sector (commercial, industrial, retail and hotels) as well as
by geographic dispersion (Free State, Gauteng, KwaZulu-Natal, North Western
Region and Western Cape) in terms of both gross lettable area and gross
value.
  GRAPHICS: PLEASE REFER TO PRESS FOR DETAIL

Pursuant to the acquisition, the total Growthpoint property portfolio, as
enlarged by the acquisition, will consist of 60 properties with a total
gross lettable area of 732 005 m2 and a total gross value of R1 679,0
million, based on the total purchase consideration of R1 539,8 million for
the MPF property portfolio and an independent valuation of the Growthpoint
property portfolio before the acquisition of R139,2 million.
2.2 Terms of the acquisition

In terms of the acquisition agreement, Growthpoint will acquire the MPF
property portfolio for a total purchase consideration of R1 539,8 million,
to be settled as to:

- R461,9 million in cash ("the cash consideration"), which will be raised by
Growthpoint from a consortium of banks ("the banking consortium") in terms
of debt facilities to be provided to Growthpoint. These debt facilities will
be secured by first covering mortgage bonds being registered in favour of
the banking consortium over such properties, included in the MPF property
portfolio, as may be agreed between Growthpoint and the banking consortium;
and

- the balance of R1 077,9 million through the issue to Sentinel and MEPF, in
renounceable form, of 1 197 622 222 new Growthpoint linked units at a price
of 90 cents per new Growthpoint linked unit ("the vendor units"). In terms
of the acquisition agreement, a minimum of 20% of the vendor units are to be
placed in terms of a vendor consideration placing ("the minimum vendor
placing") with selected institutional, private and other investors.
2.3 Suspensive conditions

The acquisition is subject to, inter alia, the following suspensive

conditions being fulfilled by 31 August 2001, or such later date as may be
agreed between Growthpoint, Sentinel and MEPF:

* the granting of all regulatory approvals as may be required from various
regulatory bodies including, inter alia, the JSE Securities Exchange South
Africa ("JSE") and the Securities Regulation Panel ("SRP");

* the JSE granting approval for the listing of the vendor units on the JSE;
and

* the approval of the acquisition by the requisite majority of Growthpoint
linked unit holders in general meeting ("the Growthpoint general meeting").
Approval from the competition commission for the acquisition has already
been received by Growthpoint.
2.4 Vendors

The vendors of the MPF property portfolio are Sentinel and MEPF, both of
which are pension funds registered in terms of the Pension Funds Act, 1956
(Act 24 of 1956).
3. RATIONALE FOR THE ACQUISITION

   Growthpoint was listed on the JSE in 1987 as a property loan stock
company with a capital structure comprising ordinary shares of one cent
each, linked to unsecured, subordinated, variable rate debentures of 50
cents each in the ratio of one share linked to 10 debentures, each linked
unit therefore having a nominal value of R5,01.

   In 1997 Growthpoint entered into a transaction in terms of which it
incurred borrowings to partially redeem debenture capital amounting to R2,94
per linked unit. Since then the focus of Growthpoint has been to sell
properties in order to raise cash to settle the borrowings incurred,

resulting in the current Growthpoint property portfolio comprising only nine
income producing properties.

   As a listed entity with only nine income producing properties is

considered to be unsatisfactory, the directors of Growthpoint explored a
number of strategic alternatives and at the beginning of this year became
aware that Sentinel and MEPF were seeking to list the MPF property
portfolio.

   It was subsequently agreed between Growthpoint, Sentinel and MEPF, that
Growthpoint would be used as the vehicle whereby Sentinel and MEPF would
effectively list the MPF property portfolio.

   The board of directors of Growthpoint believes that the acquisition will
be beneficial to the business of Growthpoint as well as to Growthpoint
linked unit holders in the long term from a financial and operational
perspective, for the following reasons:

- the acquisition will significantly enhance the quality and spread of the
overall property portfolio of Growthpoint;

- Growthpoint will achieve enhanced critical mass from an operational
perspective; and

- the increased size of Growthpoint subsequent to the acquisition should
lead to improved tradability of the Growthpoint linked units on the JSE,
making Growthpoint linked units more attractive to investors.
4. BOARD OF DIRECTORS

Growthpoint linked unit holders are referred to the announcements made on
the Stock Exchange News Service pertaining to the resignation of Messrs WP
van Niekerk, EC Loubser, JPD Flanagan and PCM Gerard as directors of
Growthpoint.

   As a result of the acquisition, the board of directors of Growthpoint
will be reconstituted. David Kuper will remain as Chairman of Growthpoint
after the acquisition whilst Hugh Herman (Chairman - Investec Group

Limited), Sam Hackner (Chief Executive Officer - Investec Global Private
Bank) and Sam Leon (Managing Director - IPG (Property Trading & Development)
(Proprietary) Limited) will continue to be directors with Jeffrey Sher as
alternate director to Sam Hackner and Sam Leon. Jan Groenewald (Chief
Executive Officer - Mine Pension Funds), Mike Cullabine (Executive Officer -
Mine Pension Funds), Mzolisi Diliza (Chief Executive - Chamber of Mines of
South Africa) and John Hayward (Group Consulting Actuary - Anglo American
PLC) will be appointed to the board of directors of Growthpoint together
with three independent non-executive directors to be appointed jointly by
Investec, Sentinel and MEPF.
5. REVERSE LISTING AND CHANGE OF CONTROL

The acquisition will result in the reverse listing of the MPF property
portfolio and in compliance with the Listing Requirements of the JSE, the
circular to Growthpoint linked unit holders detailing the acquisition will
contain Revised Listing Particulars as though Growthpoint were a new
listing.

   As a consequence of the vendor units being issued, Sentinel and MEPF will
acquire control of Growthpoint and accordingly the acquisition will

constitute an affected transaction in terms of the Securities Regulation
Code and Rules of the SRP which would obligate Sentinel and MEPF to make a
mandatory offer to the linked unit holders of Growthpoint.

   However, the SRP has indicated that it would dispense with the obligation
to make a mandatory offer if there is a waiver thereof by a majority of
independent votes at a meeting of Growthpoint linked unit holders.

Growthpoint intends to propose such a waiver at the Growthpoint general
meeting.
6. SHAREHOLDING

Immediately after the issue of the vendor units to Sentinel and MEPF, the
two pension funds will jointly own approximately 97% of the total
Growthpoint linked units in issue.

   In order to comply with the new JSE shareholder spread requirements,
Growthpoint, Sentinel and MEPF have agreed to implement the minimum vendor
placing. On the successful completion of the minimum vendor placing, the two
pension funds will jointly own approximately 78% of the total Growthpoint
linked units in issue.

   It has further been agreed between Growthpoint, Sentinel and MEPF that
the minimum vendor placing be increased to allow Sentinel and MEPF to dilute
their combined holding to approximately 61% ("the increased vendor placing")
and that Growthpoint and its advisors be authorised to procure underwriting
commitments in relation to the increased vendor placing.

7. CHANGE OF FINANCIAL YEAR-END AND INTERIM DISTRIBUTION

The current financial year-end of Growthpoint is 31 March. In order to
coincide with the financial year-ends of Sentinel and MEPF, the financial
year-end of Growthpoint will be changed to 30 June.

   As it is anticipated that registration and transfer of the MPF properties
to Growthpoint will take place on  or about the end of August 2001,

Growthpoint will report financial results for the five-month period ending
31 August 2001 and will declare an interim distribution for such five-month
period, which distribution will be payable to Growthpoint linked unit
holders registered as such at the time. A detailed dividend announcement in
this regard will be published in due course.

Growthpoint will then report financial results for the nine-month period
ending 31 December 2001 after which it will report financial results for the
six-month period ending 30 June 2002, incorporating audited financial
results for the fifteen-month period 1 April 2001 to 30 June 2002, and for
every six-month period thereafter.
8. FINANCIAL EFFECTS

The table below sets out the pro forma financial effects of the acquisition
on the headline earnings, distribution and net asset value per Growthpoint
linked unit on the basis that:

8.1 the figures reflected in the published "Before" column are the figures
as reflected in the audited results of Growthpoint for the year ended 31
March 2001 as published in the press on Thursday, 3 May 2001;
8.2 the pro forma "After" column assumes that:

* the acquisition had been implemented and the MPF property portfolio had
been registered and transferred in the name of Growthpoint with effect from
1 April 2000;

* the audited net property income attributable to the MPF property portfolio
for the eight months ended 28 February 2001, annualised for 12 months, was
earned by Growthpoint;

* an average interest rate of 13,5% for 12 months was paid on the portion of
the total purchase consideration referred to as the cash consideration,
being R461,9 million;

* the vendor units had been in issue for the full 12-month period ended 31
March 2001; and

* in relation to the pro forma "After" net asset value calculation, the
acquisition had been implemented on 31 March 2001.

                                                   Published Pro forma
                                                   Before    After
Decrease

Per Growthpoint linked unit                        (cents)   (cents)   (%)
Headline earnings for the year ended 31 March 2001 13,62     11,73
(13,9)

Distribution for the year ended 31 March 2001      15,67     11,83
(24,5)
Net asset value at 31 March 2001 (before

costs associated with the acquisition)             140,25    91,38
(34,8)

9. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS AND PUBLICATION OF CIRCULAR
9.1 Growthpoint linked unit holders are referred to the cautionary

announcements mentioned in paragraph 1 above and are advised that as a
result of this announcement, the said cautionary announcements are now
withdrawn.

9.2 A full circular in terms of the JSE Listing Requirements, which circular
will include Revised Listing Particulars and a notice convening the

Growthpoint general meeting, is in the process of being prepared and will be
posted to Growthpoint linked unit holders in due course.
   For and on behalf of the board
   Growthpoint Properties Limited
   Johannesburg
   5 July 2001
Merchant bank
  Investec Corporate Finance
  Investec Bank Limited
  (Registration number 1969/004763/06)
Legal adviser to Sentinel and MEPF
  Bell Dewar & Hall Inc.
  (Reg. No. 1995/004675/21)
Legal adviser to Growthpoint
  FRRW

  Fluxman Rabinowitz - Raphaely Weiner Inc. Attorneys
  www.frrw.co.za

Reporting accountants and auditors to Sentinel and MEPF
  KPMG
Sponsor
  Investec Securities Limited
  Member of the JSE
  Registration No. 1972/008905/06