Growthpoint - Acquisition Of The Paddocks Shopping Centre, Milnerton, Cape Town

Growthpoint - Acquisition Of The Paddocks Shopping Centre, Milnerton, Cape Town 
("The Paddocks") And Cautionary 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")                                                
ACQUISITION OF THE PADDOCKS SHOPPING CENTRE, MILNERTON, CAPE TOWN               
("THE PADDOCKS") AND CAUTIONARY ANNOUNCEMENT                                    
1.  INTRODUCTION                                                                
  Investec Bank Limited is authorised to announce that Growthpoint has concluded
an agreement with Investec Property Group Limited ("IPG"), in terms of which    
Growthpoint will acquire The Paddocks for a total purchase consideration of     
R88.4 million ("the acquisition").                                              
  The effective date of the acquisition will be the date of transfer of The     
Paddocks which is expected to be the end of December 2004 ("the transfer date").
2.  TERMS OF THE ACQUISITION                                                    
  2.1  Acquisition consideration                                                
    Growthpoint has acquired The Paddocks for an acquisition consideration of   
R88.4 million, which will be settled in cash utilising Growthpoint"s existing   
debt facilities.                                                                
  2.2  The Paddocks                                                             
    The Paddocks comprises a neighborhood convenience retail shopping centre    
with a gross lettable area of 8 365m2, and is situated on Erf 33090 (portion of 
Erf 32705) in the new Milnerton residential development in Cape Town, nearby the
upmarket Sunset Beach residential area.                                         
    The Paddocks is tenanted by amongst others Spar with a 10-year lease,       
Standard Bank with a 5-year lease, Osiers with a 5-year lease, and several well 
known restaurants.                                                              
  2.3  Rationale for the acquisition                                            
    Growthpoint management continues to seek acquisition opportunities which    
will enhance the quality of the Growthpoint physical property portfolio as well 
as the quality, long-term sustainability and growth of the income stream        
available to Growthpoint linked unitholders.                                    
    Growthpoint also seeks to offer its investors exposure to a sectorally well-
balanced, geographically diversified, quality physical property portfolio and   
the directors are of the opinion that The Paddocks fits the above investment    
criteria whilst improving Growthpoint"s exposure to the buoyant retail property 
market in the Western Cape.                                                     
The estimated initial annual forward yield on the acquisition is 11% from   
the transfer date.                                                              
3.  FINANCIAL EFFECTS                                                           
  The acquisition will not have a material effect on the earnings per           
Growthpoint linked unit, distribution per Growthpoint linked unit or net asset  
value per Growthpoint linked unit.                                              
4.   RELATED PARTY TRANSACTION                                                  
  In terms of Section 10.7 of the Listings Requirements of the JSE Securities   
Exchange South Africa ("JSE") the transaction is regarded as a small related    
party transaction as IPG are the managers of Growthpoint and are responsible for
the asset management and property administration of the Growthpoint asset       
portfolio. Accordingly, Growthpoint has provided the JSE with written           
confirmation ("the fair and reasonable opinion") from an independent            
professional expert that the terms of the acquisition are fair and reasonable to
Growthpoint linked unitholders. The fair and reasonable opinion will lie open   
for inspection at the registered office of Growthpoint, Ground Floor, Investec  
Building, 100 Grayston Drive, Sandton for a period of 28 days from the date of  
publication of this announcement.                                               
5.   CAUTIONARY ANNOUNCEMENT                                                    
  Growthpoint linked unitholders are referred to the cautionary announcement    
published on SENS on 11 November 2004, and are advised that negotiations are    
still in progress which, if successfully concluded, may have a material effect  
on the price at which the company"s linked units trade on the JSE. Growthpoint  
linked unitholders are accordingly advised to exercise caution in dealing in    
their Growthpoint linked units until a further announcement is made.            
Sandton                                                                         
1 December 2004                                                                 
Merchant bank                                                                   
Investec Corporate Finance                                                   
   Investec Bank Limited                                                        
  (Registration number 1969/004763/06)                                          
Sponsor                                                                         
Investec Bank Limited                                                        
  (Registration number 1969/004763/06)                                          
Independent advisor                                                             
   Ernst & Young Corporate Finance (Pty) Ltd                                    
(Registration number 2000/031575/07)                                          
Date: 01/12/2004 05:00:08 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department