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Metboard/ Growthpoint - Fulfilment Of The Remaining Condition Precedent Metboard Properties Limited (Incorporated in the Republic of South Africa) (Registration number 1998/005425/06) Share code: MPL & ISIN: ZAE000014874 ("Metboard") 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 WHICH THE SCHEME OF ARRANGEMENT PROPOSED BY GROWTHPOINT BETWEEN METBOARD AND THE HOLDERS OF METBOARD LINKED UNITS, OTHER THAN GROWTHPOINT, IS SUBJECT AND REMAINING SALIENT DATES 1. INTRODUCTION Metboard linked unitholders are referred to the previous announcements 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 holders of Metboard linked units, other than Growthpoint ("scheme members"), to acquire all of the Metboard linked units held by scheme members ("scheme units"). In terms of the Metboard scheme, scheme members recorded as such in the register on Friday, 18 August, 2006, being the consideration record date of the scheme ("scheme participants"), will receive 1 new Growthpoint linked unit for every 1.9 Metboard linked units held, rounded to the nearest whole number ("scheme consideration"). 2. FULFILMENT OF THE REMAINING CONDITION PRECEDENT The Competition Tribunal approved the implementation of the scheme on Wednesday, 14 June 2006. Accordingly, all the conditions precedent have now been fulfilled and the scheme will become operative. As a result, Metboard will be consolidated into Growthpoint with effect from 30 June 2006 ("effective date"). 3. SETTLEMENT OF THE SCHEME CONSIDERATION It is a term of the scheme that Metboard pays a special interim distribution to its linked unitholders in respect of the quarter ending 30 June 2006 prior to the operative date of the scheme to take account of the different financial year-ends of Metboard and Growthpoint. To ensure that the scheme consideration is settled on an ex-distribution basis, Growthpoint will also need to pay its final distribution for the six months to 30 June 2006 before the operative date. It will take approximately 4 weeks from the effective date for Metboard and Growthpoint to determine these distributions, which results in the remaining salient dates set out in paragraph 4 below. 4. REMAINING SALIENT DATES Important dates and times 2006 Final date of the scheme Thursday, 15 June Effective date of the scheme Friday, 30 June Growthpoint notice of final distribution for the six-month period to 30 June 2006 ("the Growthpoint distribution") Thursday, 27 July Metboard notice of quarterly distribution to 30 June 2006 ("the Metboard distribution") Thursday, 27 July Last day to trade Growthpoint linked units to receive the Growthpoint distribution Friday, 11 August Last day to trade Metboard linked units to receive the Metboard distribution and receive the scheme consideration Friday, 11 August Growthpoint linked units trade ex-distribution Monday, 14 August Suspension of trading in Metboard linked units on the JSE Limited ("JSE") (from the commencement of business) Monday, 14 August Consideration record date, being the date on which a holder of Metboard linked units must be recorded in the register as such to receive the scheme consideration Friday, 18 August Payment date of the Growthpoint distribution and the Metboard distribution Monday, 21 August Operative date of the scheme when: * the scheme consideration will be posted to certificated scheme participants (if documents of title are received on or prior to the consideration record date) or failing receipt of documents of title on or before the consideration record date, within five business days of receipt thereof by the transfer secretaries; and * dematerialised scheme participants will have their accounts held at their CSDP debited with their Metboard linked units and credited with the scheme consideration. Monday, 21 August Termination of Metboard listing on the JSE Monday, 21 August Note: 1. These dates and times are subject to change. Any such change will be announced on SENS and published in the press. 2. Metboard linked units may not be dematerialised or rematerialised after Friday, 11 August 2006. Johannesburg 15 June 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 EY 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: 15/06/2006 12:54:05 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
