Metboard/Growthpoint - Results Of Metboard Scheme Meeting

Metboard/Growthpoint - Results Of Metboard Scheme Meeting                       
Metboard                                                                        
(Incorporated in the Republic of South Africa)                                  
(Registration number 1998/005425/06)                                            
Share code: MPL    ISIN: ZAE000014874                                           
("Metboard")                                                                    
Growthpoint                                                                     
(Incorporated in the Republic of South Africa)                                  
(Registration number 1987/004988/06)                                            
Share code: GRT   ISIN: ZAE000037669                                            
("Growthpoint")                                                                 
RESULTS OF METBOARD SCHEME MEETING                                              
1. INTRODUCTION                                                                 
 Metboard linked unitholders are referred to the previous announcements and     
circular dated 31 March 2006 regarding the scheme of arrangement ("the          
Metboard scheme") in terms of section 311 of the Companies Act, 1973 (Act 61    
of 1973), as amended ("Companies Act"), proposed by Growthpoint between         
Metboard and the Metboard linked unitholders, other than Growthpoint ("scheme   
members"), to acquire all of the Metboard linked units held by the scheme       
members ("scheme units"). In terms of the Metboard scheme, Metboard linked      
unitholders, other than Growthpoint, recorded as such on the consideration      
record date (as defined in the circular) of the Metboard scheme ("scheme        
participants"), which date is to be released on SENS and published in the       
press, will receive 1 new Growthpoint linked unit for every 1.9 Metboard        
linked units held, rounded to the nearest whole number.                         
2. APPROVAL OF SCHEME                                                           
 At the scheme meeting held on Monday, 24 April 2006, 90.11% of the votes cast  
were in favour of the Metboard scheme.                                          
 Accordingly the Metboard scheme has been approved in terms of section 311 of   
the Companies Act which requires a minimum of 75% of the votes to be cast in    
favour of the scheme.                                                           
3. CONDITIONS PRECENDENT                                                        
 The Metboard scheme is subject to the fulfillment of the following             
outstanding conditions precedent:                                               
3.1 the Court sanctioning the Metboard scheme;                                  
3.2 a certified copy of the Order of Court sanctioning the Metboard scheme      
being registered by the Registrar of Companies in terms of the Companies Act;   
and                                                                             
3.3 the implementation of the scheme being approved in terms of the             
Competition Act 1998 (Act 89 of 1998), as amended.                              
4. COURT SANCTION                                                               
 The Chairman of the scheme meeting will report the results thereof to the      
High Court of South Africa (Witwatersrand Local Division) ("the Court"), and    
application will be made to the Court for sanction of the Metboard scheme, on   
Tuesday, 9 May 2006 at 10:00, or so soon thereafter as Counsel may be heard.    
Metboard linked unitholders are entitled to attend or be represented at such    
hearing.                                                                        
A copy of the Chairman"s report to the Court will be available on request to   
any scheme member, free of charge, at the registered office of Metboard (100    
Grayston Drive, Sandown, Sandton, 2196), and at the office of the Chairman      
(c/o Cliffe Dekker Incorporated, Fourth Floor, 1 Protea Place, Sandown,         
Sandton, 2196), during normal business hours, from Wednesday, 26 April 2006.    
 A further announcement regarding the outcome of the application to the Court   
for sanction of the Metboard scheme will be released on SENS on or about        
Wednesday, 10 May 2006 and will be published in the press the following day.    
5. SALIENT DATES                                                                
 Salient dates and times for the events subsequent to the announcement of the   
results of the application to the Court for sanction of the Metboard scheme,    
including the final date from when the Metboard scheme will become              
unconditional and the last day to trade Metboard linked units on the JSE in     
order to be recorded in the register to participate in the Metboard scheme,     
will be released on SENS and published in the press once approval has been      
received from the Competition Authorities. If the scheme does not become        
operative and Growthpoint, in its sole discretion, elects to make the           
substitute offer, these dates will be announced on SENS and published in the    
press.                                                                          
Johannesburg                                                                    
24 April 2006                                                                   
Investment bank to Growthpoint                                                  
  Investec Corporate Finance                                                    
  Investec Bank Limited                                                         
(Registration number 1969/004763/06)                                          
Sponsor to Growthpoint                                                          
  Investec Bank Limited                                                         
  (Registration number 1969/004763/06)                                          
Legal adviser to Growthpoint                                                    
  Jowell, Glyn & Marais                                                         
Independent adviser and lead sponsor to Metboard                                
  Ernst & Young Corporate Finance (Pty) Ltd                                     
(Registration number 2000/031575/07)                                          
Sponsor to Metboard                                                             
  Investec Bank Limited                                                         
  (Registration number 1969/004763/06)                                          
Legal adviser to the scheme                                                     
  Fluxmans Attorneys                                                            
  Website: www.fluxmans.com                                                     
  Fluxmans Inc. Registration No: 2000/024775/21                                 
Reporting accountants                                                           
  Ernst & Young                                                                 
  Chartered Accountants (SA)                                                    
  (Registered Accountants and Auditors)                                         
Metboard debenture trustee                                                      
Knowles Husain Lindsay Inc Attorneys                                            
(Registration number 2000/000004/21)                                            
Date: 24/04/2006 03:40:53 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department