Wrap Text
Proposed merger of equals between Growthpoint and Primegro, issue of Growthpoint
linked units for cash, voluntary winding-up of Primegro and withdrawal of
cautionary announcements
Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code: GRT ISIN: ZAE000037669
("Growthpoint" or "the company")
PRIMEGRO PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/018436/06)
Share code: PMG ISIN: ZAE000022620
("Primegro")
Proposed merger of equals between Growthpoint and Primegro, issue of Growthpoint
linked units for cash, voluntary winding-up of Primegro and withdrawal of
cautionary announcements
1. INTRODUCTION
Further to the cautionary announcements published in the press by
Growthpoint and Primegro on or after 3 February 2003 ("the cautionary
announcements"), Investec Bank Limited ("Investec") is authorised to announce
that Growthpoint and Primegro have entered into an agreement ("the merger
agreement") in terms of which Growthpoint and Primegro will merge their
businesses with effect from 1 May 2003 ("the proposed merger").
The proposed merger is a merger of equals with Primegro being the
facilitation party and is to be implemented by way of an acquisition by
Growthpoint of the Primegro business for a total purchase consideration of R2
465 million ("the purchase consideration"), which will be settled as detailed in
paragraph 3.1 below. Thereafter Primegro will distribute the Growthpoint linked
units received as part settlement of the purchase consideration, apply for the
delisting of Primegro"s linked units from the JSE Securities Exchange South
Africa ("JSE") and make application for the voluntary winding-up of Primegro
("the voluntary winding-up"). Collectively, the proposed merger and the
voluntary winding-up are referred to as the proposed transaction ("the proposed
transaction").
The proposed transaction is subject, inter alia, to the fulfilment of the
suspensive conditions set out in paragraph 3.2 below and has been structured to
facilitate integration at board, management and company levels. Continuity of
both fund management and board representation will be ensured into the future,
with asset management teams being combined and property management being
absorbed into the existing Investec Property Group ("IPG") structures.
2. STRATEGY AND RATIONALE FOR THE PROPOSED MERGER AND ANALYSIS OF GROWTHPOINT"S
AND PRIMEGRO"S PROPERTY PORTFOLIOS
The boards of directors of Growthpoint and Primegro collectively believe
that the investor market, particularly the institutional investor market, has
for some time indicated their preference for a high quality property fund
combined with conservative policies relating to gearing and loan to value
ratios.
The result of the proposed merger will be that the merged Growthpoint will
become the largest South African Property Loan Stock company listed on the JSE
with assets of approximately R5 billion and a market capitalisation of
approximately R3 billion based on the proposed merger values. With a combination
of high quality physical property assets valued in excess of R4,4 billion, in
particular the combined portfolio of regional retail shopping centres, and an
exposure to a portfolio of ten Property Loan Stock and Property Unit Trust
companies ("the listed investment portfolio"), the merged Growthpoint should
become a point of reference for investors seeking exposure to the South African
retail, commercial, office and industrial property sectors.
As the property portfolios of Growthpoint and Primegro are complementary,
the merged property portfolio will have an improved and more balanced sectoral
spread, having a bias of 45% exposure to the retail sector. Furthermore, the
increased critical mass is expected to provide the merged Growthpoint with
improved ability to take advantage of any future acquisition opportunities that
arise within the property sector.
Whilst the proposed merger is expected to improve the overall quality of the
existing Growthpoint property portfolio, the earnings yield to Primegro linked
unitholders for the 12 months ending 30 June 2004 should be enhanced.
Existing linked unitholders of Growthpoint and Primegro should benefit from
the improved liquidity and tradeability of the linked units of the merged
Growthpoint on the JSE which is expected to increase due to the issue of new
Growthpoint linked units as detailed in paragraphs 3.1.2 and 3.1.3 below and the
reduction in the proportionate shareholding of the large institutional
unitholders of both Growthpoint and Primegro. The increased liquidity should
result in the inclusion of the merged Growthpoint in the "All-Share Index"
weighting, making Growthpoint linked units more attractive to investors. In
addition, as the market capitalisation of the merged Growthpoint will be greater
than R3 billion, investor interest is expected to increase as fund and
investment limits for certain institutional investors will increase.
2.1 The Primegro properties
Primegro"s current property portfolio comprises 52 commercial and
retail properties with a gross lettable area of 614 001m2 and a total property
value of R2,5 billion.
The significant property assets by value in the Primegro property
portfolio include the following regional retail shopping centres:
- Brooklyn Mall (Pretoria);
- Northgate Mall (Johannesburg) (50%);
- Kolonnade Shopping Centre (Pretoria) (50%);
- Walmer Park Shopping Centre (Port Elizabeth); and
- Longbeach Shopping Centre (Cape Town) (50,1%).
The Primegro property portfolio is primarily situated in the Greater
Johannesburg area and Pretoria and is focused in the retail sector.
At 30 April 2003 total vacancies in the Primegro property portfolio
amounted to 36 034m2 or 5,9% of gross lettable area.
The charts below provide an analysis of the Primegro property portfolio:
Geographical analysis by Sectoral analysis by
Gross Lettable Area Gross Lettable Area
Greater Jhb 46% Retail 71%
Pretoria 35% Commercial 29%
Eastern Cape 7%
Western Cape 6%
KZN 6%
2.2 The Growthpoint properties and listed investment portfolio
The Growthpoint property portfolio currently comprises 70 commercial,
retail, industrial and hotel properties with a gross lettable area of 764 988m2
and a total property value of R1,9 billion.
The significant property assets by value in the Growthpoint property
portfolio include:
- La Lucia Mall (Durban);
- Constantia Office Park (Johannesburg);
- River Square Shopping Centre (Vereeniging);
- Alberton City Shopping Centre (Johannesburg) (31,25%);
- Gillooly"s View Office Park (Johannesburg); and
- Belmont Office Towers (Cape Town).
At 31 March 2003 total vacancies in the Growthpoint property portfolio
amounted to 70 862m2 or 9,3% of gross lettable area.
The charts below provide an analysis of the Growthpoint property portfolio,
prior to the proposed merger:
Geographical analysis by Sectoral analysis by
Gross Lettable Area Gross Lettable Area
Greater Jhb 52% Commercial 45%
Pretoria 18% Industrial 26%
KZN 17% Retail 24%
Eastern Cape 6% Hotels 5%
Other 4%
Western Cape 3%
In addition to the Growthpoint properties listed above, Growthpoint acquired
the listed investment portfolio in October 2002 from Sentinel Mining Industry
Retirement Fund ("Sentinel") and Mine Employees Pension Fund ("MEPF") for R650
million ("the MPF acquisition"). The current market value of the listed
investment portfolio amounts to approximately R758 million.
2.3 The merged Growthpoint portfolio
Pursuant to the proposed merger, the merged Growthpoint property
portfolio will consist of 122 properties with a total gross lettable area of 1
376 700m2 and a total property value of R4,4 billion.
The charts below provide an analysis of the merged Growthpoint property
portfolio:
Geographical analysis by Sectoral analysis by
Gross Lettable Area Gross Lettable Area
Greater Jhb 49% Retail 45%
Pretoria 26% Commercial 38%
KZN 12% Industrial 14%
Eastern Cape 7% Hotels 3%
Western Cape 4%
Other 2%
3. TERMS OF THE PROPOSED MERGER
3.1 Purchase consideration
3.1.1 In terms of the merger agreement, the proposed merger is to be
implemented by way of the acquisition by Growthpoint of Primegro"s business. The
total property value being acquired by Growthpoint amounts to R2,5 billion.
3.1.2 Subject to 3.1.4 below, the purchase consideration will be
settled as follows:
* R979 million through the issue to Primegro of 184,7 million new Growthpoint
linked units at an issue price of 530 cents per new Growthpoint linked unit
("the Growthpoint vendor units") based on 147,7 million Primegro linked units
currently in issue (including the deferred linked units). This equates to the
proposed merger ratio of approximately 1,25 Growthpoint linked units for each
Primegro linked unit in issue. Each Growthpoint and Primegro linked unit has
been valued on a relative value basis at 530 cents and 663 cents, respectively;
* the assumption by Growthpoint of Primegro"s interest free debt and net
current liabilities amounting to R206 million in aggregate as well as Primegro"s
property and contingent liabilities; and
* the balance of R1 280 million in cash ("the cash consideration") to settle
the long term liabilities of Primegro as these are not being acquired by
Growthpoint in terms of the proposed merger.
3.1.3 The cash consideration is to be raised by Growthpoint as
follows:
* a minimum of R300 million through the issue of 56,6 million new Growthpoint
linked units ("the new units") for cash at an issue price of 530 cents per new
Growthpoint linked unit ("the issue of units for cash"); and
* the balance of R980 million by Growthpoint from a consortium of banks ("the
banking consortium") in terms of debt facilities ("the debt funding") to be
provided to Growthpoint. The debt funding will be secured by mortgage bonds
registered over the properties being acquired from Primegro.
3.1.4 The purchase consideration is payable by Growthpoint to Primegro
on the date that Primegro properties with an aggregate value of at least 90% of
the Primegro property portfolio are registered in the name of Growthpoint ("the
closing date"). If the entire Primegro property portfolio cannot be registered
simultaneously in the name of Growthpoint on the closing date:
* the cash consideration of R1 280 million will be payable to Primegro on the
closing date;
* the portion of the purchase consideration that will be payable by Growthpoint
in Growthpoint vendor units to Primegro on the closing date is calculated on a
pro rata basis with reference to the value of each Primegro property registered
in the name of Growthpoint in relation to the total value of the Primegro
property portfolio; and
* the delayed portion of purchase consideration (if any) is payable in
Growthpoint vendor units on the registration of the remaining Primegro
properties into the name of Growthpoint.
3.2 Suspensive conditions
The proposed merger is subject to, inter alia, the following suspensive
conditions being fulfilled by 1 September 2003 or such later date as may be
agreed between Growthpoint and Primegro:
3.2.1 the granting of all regulatory approvals as may be required from
various regulatory bodies including, inter alia, the JSE, the Securities
Regulation Panel and the Competition Commission;
3.2.2 the JSE granting approval for the listing of the Growthpoint
vendor units and the new units on the JSE;
3.2.3 the approval of the proposed merger and the issue of units for
cash by the requisite majority of Growthpoint linked unitholders at a general
meeting of Growthpoint linked unit holders ("the Growthpoint general meeting");
3.2.4 the approval of the proposed transaction by the requisite
majority of Primegro linked unitholders at a general meeting of Primegro linked
unit holders ("the Primegro general meeting");
3.2.5 the conclusion of banking facility arrangements and an
underwriting agreement in respect of R300 million of the issue of units for cash
referred to in paragraph 3.1.3 above, between Growthpoint and the banking
consortium; and
3.2.6 the waiver of pre-emptive rights by third parties against
Primegro relating to various properties.
Commitments in principle have been received by Growthpoint in relation
to the condition precedent set out in 3.2.5 above. Growthpoint has also received
a waiver of the third party pre-emptive rights relating to the 50% undivided
share in Northgate Shopping Centre and the 50% undivided share in Kolonnade
Shopping Centre referred to in 3.2.6 above.
In the event that the closing date has not occurred by 15 January 2004,
the proposed transaction may then lapse.
3.3 Warranties
Primegro and Growthpoint have provided reciprocal limited warranties to
each other that ensure that both Growthpoint and Primegro linked unitholders are
effectively treated similarly in terms of the proposed merger. There are no
further warranties in respect of property related matters.
Primegro has warranted to Growthpoint at the effective date, inter
alia, that the Primegro current liabilities and interest free liabilities are
correct.
Growthpoint has warranted to Primegro as at the effective date, inter
alia, that:
* the Growthpoint long-term liabilities and the current liabilities are
correct; and
* there are no Growthpoint tax liabilities other than those disclosed in its
current liabilities.
3.4 Primegro Transaction Trust
As part of the proposed transaction, it is intended that Primegro be
wound up as soon as practical after the conclusion of the proposed merger.
Accordingly, a Primegro Transaction Trust has been set up to represent the
interests of Primegro linked unitholders in relation to, inter alia, the
warranties set out in paragraph 3.3 above. In this regard, Primegro will
distribute 4,7 million Growthpoint linked units (valued at R25 million) to the
Primegro Transaction Trust to be held for a period of at least six months
commencing on the closing date.
The R25 million is to be utilised by the Primegro Transaction Trust to
settle:
* any Primegro unquantified tax liabilities, excluding any liability for
Capital Gains Taxation arising as a result of the proposed merger (Capital Gains
Tax has been excluded as it is treated as a transaction cost to be settled by
the merged Growthpoint);
* any claims against Primegro by Growthpoint or third parties should Primegro"s
interest free debt or current liabilities differ from that stipulated in the
merger agreement; and
* any claims arising from certain undertakings given by Primegro from the date
of signature of the merger agreement to the date the conditions precedent have
been fulfilled.
R5 million of the R25 million is first to be applied to settle any
claims relating to the Primegro unquantified tax liabilities.
The Primegro Transaction Trust will settle any claims by Growthpoint
and third parties and enforce the rights that Primegro or the Primegro
Transaction Trust may have against Growthpoint in terms of the merger agreement
and will protect the interests of the Primegro linked unitholders.
4. PRIMEGRO VOLUNTARY WINDING UP
As soon as practical after the fulfilment of the suspensive conditions
Primegro will be voluntarily wound-up, pursuant to which a winding-up
distribution ("the Primegro winding up distribution") of Growthpoint units will
be made to Primegro"s linked unitholders, of which 4,7 million Growthpoint
linked units will be distributed to the Primegro Transaction Trust. The Primegro
winding-up distribution will exclude Growthpoint linked units with a value of
R1,5 million which will be used to settle in part the outstanding liabilities of
Primegro staff in terms of the Primegro Properties Limited Employees Share
Purchase Trust.
The residual balance remaining in the Primegro Transaction Trust will be
distributed to Primegro linked unitholders as the beneficiaries of the Primegro
Transaction Trust after the expiry of a six-month period commencing on the
closing date, subject to any balance retained for tax. This balance will be
distributed upon the finalisation of the Primegro liquidation process.
5. OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS
The directors of Growthpoint and Primegro have considered the terms and
conditions of the merger agreement and are of the unanimous opinion that they
are fair and reasonable to the Growthpoint and Primegro linked unitholders,
respectively and unanimously recommend that Growthpoint and Primegro linked
unitholders vote in favour of the resolutions required to implement the proposed
transaction at the Growthpoint and Primegro general meetings, respectively.
The board of directors of Primegro have received an opinion from their
independent adviser, Nedbank Corporate, that the proposed transaction is fair
and reasonable to Primegro linked unitholders.
The directors of Growthpoint and Primegro intend to vote in favour of the
resolutions necessary to implement the proposed transaction in respect of the
Growthpoint and Primegro linked units beneficially owned by them or under their
control.
Primegro linked unitholders collectively holding 88,2 million Primegro
linked units, representing 60% of the issued linked units of Primegro have, in
writing undertaken to support the proposed transaction.
Growthpoint linked unitholders collectively holding 266,5 million
Growthpoint linked units, representing 78% of the issued linked units of
Growthpoint have, in writing undertaken to support the proposed transaction.
6. BOARD OF DIRECTORS
As the proposed merger comprises a merger of equals, the board of directors
of Growthpoint will be reconstituted to comprise 18 directors in aggregate,
comprising substantially those directors that are currently on the existing
Growthpoint and Primegro boards, 14 of which will be non-executive. Mr D Kuper
will remain Chairman of Growthpoint and Mr F Marais, the current Chairman of
Primegro, will be appointed Deputy Chairman.
7. DISTRIBUTIONS
As the effective date of the proposed merger is 1 May 2003 and in order to
bring the Growthpoint and Primegro distributions in line with each another:
- Growthpoint will declare an interim distribution of 22,7 cents per linked
unit to its unitholders for the four-month period ending 30 April 2003; and
- Primegro will declare an interim distribution of 41,0 cents per linked
unit to its unitholders for the six-month period ending 30 April 2003.
A detailed distribution announcement in this regard will be published by
Growthpoint in due course.
A further distribution will then be declared by the merged Growthpoint for
the two-month period ending 30 June 2003, after which six-monthly distributions
will continue to be made in accordance with Growthpoint"s current distribution
policy.
8. FINANCIAL EFFECTS OF THE PROPOSED MERGER
8.1 Growthpoint
The table below sets out the pro forma financial effects of the
proposed merger, before any costs relating to the proposed merger, on the
headline earnings, distribution, net asset value and tangible net asset value
per Growthpoint linked unit on the basis that:
8.1.1 The figures reflected in the "Published before" column are the
figures as reflected in the unaudited results of Growthpoint for the six months
ended 31 December 2002, published in the press on 21 February 2003 (the six
month reporting period was used as it is the only full reporting period which
includes all the Growthpoint units issued and properties acquired in terms of
the acquisition by Growthpoint of a portfolio of properties from Sentinel and
MEPF in 2001 at a cost of R1 539,8 million). The "Published before" column also
includes the Growthpoint distribution for the four months ended 30 April 2003;
8.1.2 The "Pro forma after" column assumes that:
8.1.2.1 the proposed merger had been implemented and the
Primegro physical property portfolio had been registered and transferred into
the name of Growthpoint with effect from 1 July 2002;
8.1.2.2 the unaudited net property income attributable to the
Primegro physical property portfolio for the six months ended 31 October 2002
was earned by Growthpoint for the six-month period commencing 1 July 2002;
8.1.2.3 an average interest rate of 12,9% per annum before tax
for the six months ending 31 December 2002 was paid by Growthpoint on the debt
funding;
8.1.2.4 the issue of units for cash took place on 1 July 2002
and the new units were in issue for the full six-month period ended 31 December
2002;
8.1.2.5 in relation to the pro forma net asset value and
tangible net asset value calculation the proposed merger had been implemented on
31 December 2002 and the Growthpoint vendor units and the new units had been
issued on 31 December 2002;
8.1.2.6 the pro forma headline earnings, distribution and
earnings per Growthpoint linked unit calculations were based on 481 million
weighted average number of Growthpoint linked units in issue during the six
months period ended 31 December 2002; and
8.1.2.7 the total linked units in issue after implementation of
the proposed merger assumes that the 10 million vendor units distributed by
Primegro to Growthpoint as a result of Growthpoint"s unitholding in Primegro are
cancelled.
Published Pro forma Increase/
before after (decrease)
Per Growthpoint linked unit (cents) (cents) (%)
Headline earnings for the six months
ended 31 December 2002 43,2(1) 37,1 (14,1)
Earnings for the six months ended
31 December 2002 67,0(2) 49,7 (25,8)
Distribution for the four months
ended 30 April 2003 22,7 22,3 (1,6)
Distribution for the six months ended
31 December 2002 32,0 33,7 5,3
Net asset value and tangible net asset
value at 31 December 2002 481,3 501,2 4,1
(1) Reported headline earnings for the six months ended 31 December 2002
amounted to 43,2 cents per linked unit and albeit that this is technically
correct it is not reflective of the principle in terms of which Growthpoint"s
earnings and distribution were intended to be neutral for this period arising
from the MPF acquisition. Ignoring the MPF acquisition these headline earnings
would have been 32,2 cents per linked unit and the "pro forma after" headline
earnings per linked unit would then be 31,5 cents, reflecting a decrease of
2,2%.
(2) The earnings for the six months ended 31 December 2002 included income of
R61 million relating to the revaluation of the listed investment portfolio,
which distorts earnings for the purposes of the comparative analysis set out in
the table above.
8.2 Primegro
The table below sets out the pro forma financial effects of the
proposed merger, before any costs relating to the proposed merger, on the
headline earnings, distribution, net asset value and tangible net asset value
per Primegro linked unit on the basis that:
8.2.1 The figures reflected in the "Published before" column are as
reflected in the audited results of Primegro for the year ended 31 October 2002,
published in the press on 11 December 2002. The "Published before" column also
includes the Primegro distribution for the six months ended 30 April 2003;
8.2.2 The "Pro forma after" column assumes that:
8.2.2.1 the proposed merger had been implemented and the
Primegro physical property portfolio had been registered and transferred into
the name of Growthpoint with effect from 1 November 2001;
8.2.2.2 the audited net property income attributable to the
Primegro property portfolio for the year ended 31 October 2002 was earned by
Growthpoint;
8.2.2.3 an average interest rate of 12,9% per annum after tax
for the year ending 31 October 2002 was paid by Growthpoint on the debt funding;
8.2.2.4 the issue of the units for cash took place on 1
November 2001 and the new Growthpoint linked units were in issue for the full
year ended 31 October 2002; and
8.2.2.5 the pro forma headline earnings and earnings per
Primegro linked unit calculations were based on 123 million weighted average
number of Primegro linked units in issue during the six months period ended 31
December 2002;
8.2.2.6 the pro forma distribution per Primegro linked unit was
based on 132 million weighted average number of Primegro linked units in issue
during the six month period ended 31 December 2002; and
8.2.2.7 in relation to the pro forma net asset value
calculation, the proposed merger had been implemented on 31 October 2002 and the
issue of Growthpoint vendor units and the issue of units for cash had been done
on 31 October 2002.
Published Pro forma Increase/
before after (decrease)
Per Primegro linked unit (cents) (cents) (%)
Headline earnings for the year ended
31 October 2002 73,0 77,6 6,3
Earnings for the year ended
31 October 2002 61,7 90,4 46,5
Distribution for the six months
ended 30 April 2003 41,0 41,9 2,1
Distribution for the year ended
31 October 2002 89,2 82,9 (7,0)
Net asset value at 31 October 2002 694,0 632,2 (8,9)
Notes:
1. Inter alia, for the reasons stated below, the directors of Primegro believe
that the historical financial effects as reflected above do not reflect the true
financial impact on a Primegro linked unitholder.
2. If Primegro did not effect the proposed merger, the distribution for the
year ended 31 October 2003 will be lower than 89,2 cents per Primegro linked
unit mainly due to the impact of the increased short-term interest rates (5 4%)
for the current financial year compared to the prior year as well as the impact
of a conversion of 23,7 million deferred linked units issued for the acquisition
by Primegro of a portfolio of properties from Richway Retail Properties Limited.
3. The net asset value calculation above is based on historic book costs. The
proposed transaction was agreed on a relative net asset value for net asset
value basis taking into account current property values on 1 May 2003. In this
calculation, the Growthpoint and Primegro properties were valued on average
forward yields of 13,2% and 12,3% respectively.
8.3 Forecast distribution of the merged Growthpoint
The forecast distribution for the merged Growthpoint for the year ended
30 June 2004 will be 67,0 cents per linked unit and the equivalent distribution
to Primegro unitholders for the year ended 30 June 2004 based on the proposed
merger ratio of approximately 1,25 is 83,75 cents per linked unit.
9. ASSET MANAGEMENT AND PROPERTY ADMINISTRATION
Growthpoint is currently managed by Growthpoint Managers (Proprietary)
Limited ("Growthpoint Managers") which has, in turn, appointed IPG to administer
the properties on its behalf. The shareholders of Growthpoint Managers are IPG
(40%), Sentinel (40%) and MEPF (20%).
Primegro is currently managed by Fixed Property Asset Managers (Proprietary)
Limited ("PAM") in terms of an asset management agreement concluded between PAM
and Primegro ("the asset management agreement").
PAM has agreed to assign to Growthpoint Managers its rights and obligations
in terms of the asset management agreement with Primegro ("the cession") for a
consideration to be settled as follows:
- cash payable by IPG of R15 million; and
- the issue of new shares comprising 22,5% of the equity in Growthpoint
Managers.
As a consequence of the cession, Growthpoint Managers will acquire ownership
of 100% of the asset management agreement, with the resultant shareholding in
Growthpoint Managers as follows:
- IPG - 47,5%;
- Sentinel and MEPF - 30,0%; and
- D Greenberg/M Ettin - 22,5%.
D Greenberg and M Ettin will enter into consultancy agreements with IPG for
the period during which they are shareholders in Growthpoint Managers. There are
put and call arrangements between D Greenberg, M Ettin and IPG relating to the
above-mentioned 22,5% shareholding in Growthpoint Managers.
No payment will be made by Primegro to PAM in terms of the proposed
transaction or in terms of the existing asset management agreement between
Primegro and PAM.
IPG will continue to administer the properties of the merged Growthpoint on
behalf of Growthpoint Managers. IPG has acquired 100% of the shares in and
claims against Primegro Property Administrators (Proprietary) Limited ("PPA")
which employs all the property administration staff of the Primegro group. This
will ensure continuity of staff at both the asset management and property
administration levels.
10. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT AND PUBLICATION OF CIRCULAR
10.1 Growthpoint and Primegro linked unitholders are referred to the
cautionary announcements mentioned in paragraph 1 above and are advised that as
a result of this announcement, the cautionary announcements are now withdrawn. A
Growthpoint circular, which will include Revised Listing Particulars and a
notice convening the Growthpoint general meeting, is in the process of being
prepared in terms of the JSE Listings Requirements and will be posted to
Growthpoint linked unitholders in due course; and
10.2 A Primegro circular and a notice convening the Primegro general
meeting is in the process of being prepared in terms of the JSE Listings
Requirements and will be posted to Primegro linked unitholders in due course.
For and on behalf of the board For and on behalf of the board
Growthpoint Properties Limited Primegro Properties Limited
Sandton Johannesburg
29 May 2003 29 May 2003
Investment bank and debt arranger
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Legal adviser to Growthpoint
Fluxmans Attorneys
Website: www.fluxmans.com
Fluxmans Inc. Registration No: 2000/024775/21
Reporting accountants to Growthpoint
KPMG
Sponsor to Growthpoint and transactional sponsor to Primegro
Investec Bank Limited
(Registration number 1969/004763/06)
Investment bank and independent adviser to Primegro
Nedbank Corporate
Legal adviser to Primegro
Jowell, Glyn & Marais
Reporting accountants to Primegro
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditors
and
Schnaid Rubin & Co.
Chartered Accountants (S.A.)
Sponsor to Primegro
Nedbank Corporate
Date: 29/05/2003 07:25:22 AM Supplied by www.sharenet.co.za
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