Growthpoint Properties Limited - Fulfilment Of The Remaining Condition

Growthpoint Properties Limited - Fulfilment Of The Remaining Condition          
Precedent To The Proposed Acquisition Of A Portfolio Of Properties From         
Tresso Trading 119 (Proprietary) Limited ("Tresso")                             
GROWTHPOINT PROPERTIES LIMITED                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 1987/004988/06)                                            
Share code: GRT   ISIN: ZAE000037669                                            
("Growthpoint")                                                                 
FULFILMENT OF THE REMAINING CONDITION PRECEDENT TO THE PROPOSED ACQUISITION     
OF A PORTFOLIO OF PROPERTIES FROM TRESSO TRADING 119 (PROPRIETARY) LIMITED      
("Tresso")                                                                      
1. Introduction                                                                 
Growthpoint linked unitholders are referred to the announcement released on     
SENS on 10 April 2006 and published in the press on                             
11 April 2006, informing Growthpoint linked unitholders ("unitholders") that    
the requisite majority of unitholders had passed the resolutions necessary      
to approve:                                                                     
- the acquisition of a portfolio of properties from Tresso;                     
- the increase in the authorised share capital of Growthpoint; and              
- the placement of the unissued authorised share capital under the control      
of the directors of Growthpoint.                                                
2. Exercise of pre-emptive rights                                               
In the circular to unitholders posted on 17 March 2006 ("the circular"),        
Growthpoint indicated that it would purchase                                    
24 properties ("property portfolio") for an aggregate purchase consideration    
of R1 633 632 000 to be settled partly in cash and partly through the issue     
of 84 821 825 new Growthpoint linked units.                                     
The tenant in one of the properties being acquired, Umhlanga Hospital, had a    
pre-emptive right on the sale of the property which they have since decided     
to exercise. The property was to be acquired for a purchase consideration of    
R202 776 230 which was to be settled as to R90 580 142 in cash and R112 196     
088 through the issue of 10 534 844 new Growthpoint linked units. As a          
result of the pre-emptive right being exercised this property will no longer    
be acquired by Growthpoint.                                                     
Accordingly, the total purchase consideration will decrease to R1 429 886       
770 which will be settled as to R638 730 420 in cash and R791 156 350           
through the issue of 74 286 981 new Growthpoint linked units.                   
As the Umhlanga Hospital was to be acquired at a lower forward yield            
relative to the average for the property portfolio, the exclusion of the        
Umhlanga Hospital increases the forward yield for the property portfolio        
from 9% to 9.3%.                                                                
3. Fulfilment of conditions precedent                                           
Competition Tribunal approval has now been received for the purchase of the     
remaining 23 properties. Accordingly all the conditions precedent for the       
acquisition of the property portfolio have now been fulfilled.                  
The effective date of the transaction will be 1 June 2006.                      
The property portfolio will be transferred into the name of Growthpoint as      
soon as practically possible, upon which Growthpoint will settle the            
purchase consideration.                                                         
For and on behalf of the board                                                  
Growthpoint Properties Limited                                                  
Sandton                                                                         
17 May 2005                                                                     
Investment bank and joint sponsor                                               
   Investec Corporate Finance                                                   
Investec Bank Limited                                                        
  (Registration number 1969/004763/06)                                          
Lead sponsor                                                                    
   Sponsors (Pty) Ltd                                                           
(Registration number 2000/031843/07)                                          
Date: 17/05/2006 05:15:48 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department