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Primegro/Growthpoint - Announcement

Release Date: 01/08/2003 15:12
Code(s): GRT PMG
Wrap Text

Primegro/Growthpoint - Announcement 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") Fulfilment of the conditions precedent to the proposed merger between Growthpoint and Primegro and the salient dates of Primegro"s liquidation distribution 1. INTRODUCTION Growthpoint and Primegro linked unitholders are referred to the Growthpoint and Primegro announcements published in the press on 10 July 2003 informing unitholders that the requisite majority of Growthpoint and Primegro linked unitholders respectively, had passed the resolutions necessary to approve the proposed merger of the businesses of Growthpoint and Primegro ("the proposed merger"). Implementation of the proposed merger has been subject to the fulfilment of certain conditions precedent. 2. FULFILMENT OF CONDITIONS PRECEDENT Investec Bank Limited is authorised to announce that the remaining conditions precedent to the proposed merger have now been fulfilled. Unconditional approval for the proposed merger was received from the Competition Tribunal on 30 July 2003. The Primegro property portfolio has transferred into the name of Growthpoint and the closing date per the merger agreement between Growthpoint and Primegro will be 4 August 2003. 3. SALIENT DATES FOR THE PRIMEGRO LIQUIDATION DISTRIBUTION Notice is hereby given by Primegro of the liquidation distribution to its linked unitholders of 1.21615 Growthpoint linked units per Primegro linked unit held ("the Primegro liquidation distribution"). The Primegro liquidation distribution will be distributed to Primegro linked unitholders in accordance with the timetable set out below: 2003 Last day to trade in respect of the Primegro liquidation distribution Friday, 15 August Suspension of Primegro linked units from the JSE Securities Exchange South Africa ("JSE") at the commencement of business Monday,18 August Record date to participate in the Primegro liquidation distribution Friday, 22 August Distribution date for the Primegro liquidation Distribution Monday, 25 August These dates are subject to change at the instance of Growthpoint and/or Primegro and in the event that any such changes are made, these will be published on SENS and in the press by Friday, 8 August 2003. Primegro linked unitholders will be advised of determination of the termination of the listing of Primegro linked units on the JSE in due course. Linked unit certificates may not be dematerialised or rematerialised between Monday, 18 August 2003 and Friday, 22 August 2003, both days inclusive. 4. GROWTHPOINT DISTRIBUTION As the effective date of the proposed merger is 1 May 2003, a distribution will be made by Growthpoint to Growthpoint linked unitholders, including those unitholders to which the Primegro liquidation distribution will be made, for the two-month period ending 30 June 2003 ("the Growthpoint distribution"). Following the Primegro liquidation distribution Primegro linked unitholders will hold Growthpoint linked units directly and accordingly will be entitled to the Growthpoint distribution should they still hold such units on the Growthpoint distribution record date. A further announcement in this regard will be made by Growthpoint in due course. 5. ISSUE OF ADDITIONAL GROWTHPOINT LINKED UNITS Growthpoint and Primegro linked unitholders are referred to the Growthpoint announcement on 10 July 2003 detailing that in addition to the 184,7 million new Growthpoint linked units to be issued to Primegro in terms of the proposed merger, Growthpoint will issue 94,3 million additional Growthpoint linked units for cash ("the additional Growthpoint units"), representing the maximum amount authorised by Growthpoint linked unitholders. The additional Growthpoint linked units are expected to be issued on or about Wednesday, 3 September 2003. For and on behalf of the board Growthpoint Properties Limited Sandton 1 August 2003 For and on behalf of the board Primegro Properties Limited Johannesburg 1 August 2003 Investment bank and debt arranger Investec Corporate Finance Investec Bank Limited (Registration number 1969/004763/06) Legal adviser to Growthpoint Fluxmans Attorneys Fluxmans Inc. Registration number 2000/024775/21 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 Inc Sponsor to Primegro Nedbank Corporate Date: 01/08/2003 03:12:08 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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