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GRT/ PRA - Growthpoint/ Paramount - Closure of Paramount linked unit offer, extension of B Debenture offer Growthpoint Properties Limited (Incorporated in the Republic of South Africa) (Registration number 1987/004988/06) Share code: GRT & ISIN: ZAE000037669 ("Growthpoint") Paramount Property Fund Limited (Incorporated in the Republic of South Africa) (Registration number 1945/019928/06) Share code: PRA & ISIN: ZAE000028577 ("Paramount") CLOSURE OF PARAMOUNT LINKED UNIT OFFER, EXTENSION OF B DEBENTURE OFFER AND NOTICE TO PARAMOUNT LINKED UNITHOLDERS IN TERMS OF SECTION 440K(1) OF THE COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED (the "COMPANIES ACT") 1. INTRODUCTION Further to the salient dates announcement, dated 18 December 2006, Paramount linked unitholders, other than Growthpoint ("Paramount linked unitholders") and Paramount B debenture holders are advised that: - the closing date of the offer to acquire all the Paramount linked units held by the Paramount linked unitholders ("linked unit offer") will not be extended and accordingly will close today, Friday, 26 January 2007. - the closing date of the offer to acquire all the unlisted B debentures ("B Debenture offer") in issue is hereby extended to 12:00 (South African time) on Friday, 9 February 2007. 2. PARAMOUNT LINKED UNITHOLDERS As at 12:00 on Thursday, 25 January 2007, Growthpoint had received acceptances in respect of 138 823 728 Paramount linked units equating to 95.3% of Paramount linked units held by the Paramount linked unitholders. Effectively Growthpoint will hold 241 634 494 Paramount linked units or 97.24% of Paramount linked units in issue. Accordingly, Growthpoint will exercise its entitlement to compulsorily acquire the remaining Paramount linked unitholders` linked units in terms of section 440K of the Companies Act. The Companies Act allows the offeror to compulsorily acquire the interests held by the minorities once it has received acceptances for not less than nine-tenths of a class of securities in issue. 3. EXTENSION OF THE B DEBENTURE OFFER AND REVISED SALIENT DATES As at 12:00 on Thursday, 25 January 2007, Growthpoint had received acceptances from 812 219 Paramount B debenture holders, equating to 56.1% of Paramount B debentures in issue. Growthpoint has therefore decided to extend the date for acceptances of the B debenture offer in order to obtain further acceptances from Paramount B debenture holders. The revised salient dates and times of the B Debenture offer are set out below: 2007
Record date for participating in the B Friday, 9 February Debenture offer Closing date of the B Debenture offer at 12:00 Friday, 9 February South African time ("closing date") Results of B Debenture offer to be released on Monday, 12 February SENS Results of B Debenture offer to be published Tuesday, 13 February in the South African press The above dates and times are subject to amendment by Growthpoint. Any such change will be released on SENS and published in the press. Paramount B debenture holders tendering their B debentures on 9 February 2007 will be settled by no later than 16 February 2007. Paramount B debenture holders tendering their Paramount B debentures on any day before the closing date will be settled within 5 business days from the date of tender. Certificated Paramount B debenture holders wishing to accept the offer are required to complete the form of acceptance, surrender and transfer (blue) included in the circular to Paramount linked unitholders containing the offer, which was posted on 18 December 2006 in accordance with the instructions therein to be received by no later than 12:00 on the closing date. 4. FURTHER DOCUMENTATION An announcement informing Paramount linked unitholders of the final results of the linked unit offer is expected to be made on or about Monday, 29 January 2007. A further announcement informing B debenture holders of the final results of the B debenture offer is expected to be made on or about Monday, 12 February 2007. A circular incorporating a notice in terms of section 440K(1) of the Companies Act, is expected to be posted to Paramount linked unitholders and Paramount B debenture holders (if relevant) on or about Wednesday, 14 February 2007. Sandton 26 January 2007 Investment bank to Growthpoint Sponsor to Growthpoint (Investec Corporate Finance) (Investec Bank Limited) Legal adviser to Growthpoint Independent adviser and sponsor to Paramount (Jowell Glyn Marais) (Nedbank Capital)
Legal adviser to Paramount Independent reporting accountants and auditors (Cliffe Dekker ) (Ernst & Young ) Date: 26/01/2007 11:19:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.
