Sharenet Sites 
Sharenet Sites
GRT/PRA - Growthpoint/Paramount - Circular to remaining Paramount Linked Unitholders and remaining Paramount B Debenture holders and salient Dates of the invocation of section 440(1)K 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") SECTION 440K(1) CIRCULAR TO REMAINING PARAMOUNT LINKED UNITHOLDERS ("PARAMOUNT LINKED UNIT HOLDERS") AND REMAINING PARAMOUNT B DEBENTURE HOLDERS ("PARAMOUNT B DEBENTURE HOLDERS") AND SALIENT DATES OF THE INVOCATION OF SECTION 440(1)K 1. INTRODUCTION Paramount linked unitholders and Paramount B debenture holders are referred to the announcements dated 26 January 2007 and 12 February 2007, respectively, informing them of Growthpoint`s intention to exercise its entitlement to compulsorily acquire the remaining Paramount linked units and B debentures it does not own, in terms of Section 440K(1) of the Companies Act, 1973, as amended ("the Act") 2. SECTION 440K(1) CIRCULAR TO PARAMOUNT LINKED UNITHOLDERS AND PARAMOUNT B DEBENTURE HOLDERS A Section 440K(1) circular, incorporating the notice required by the Act and forms of surrender and transfer, have been posted to the remaining Paramount linked unitholders and Paramount B debenture holders today. 3. SUSPENSION AND TERMINATION OF THE LISTING OF PARAMOUNT LINKED UNITS ON THE JSE Paramount linked units will be suspended from the list of the JSE Limited ("JSE") with effect from the commencement of trade on Wednesday, 28 February 2007. The listing of Paramount linked units on the JSE will, unless an application is made to the High Court of South Africa ("the Court") to prevent the compulsory acquisition of the remaining Paramount linked units and Paramount B debentures and the Court orders that Growthpoint shall not be entitled to invoke the compulsory acquisition or the Court imposes conditions of acquisition different from those in the initial offer circular, dated 18 December 2006, be terminated with effect from the commencement of trade on Wednesday, 18 April 2007. 4. PAYMENT OF OFFER CONSIDERATION In terms of the Section 440K(1) circular, Paramount linked unitholders and Paramount B debenture holders can elect the following offer considerations: 4.1 in respect of the Paramount linked unitholders: either the cash consideration of R6.71 per Paramount linked unit held ("linked unit cash consideration"); or, 1 new Growthpoint linked unit for every 1.44 Paramount linked units held, rounded to the nearest whole number ("the linked unit consideration"). Failing receipt of any such acceptance from any Paramount linked unitholders, such Paramount linked unitholders will be deemed to have accepted the linked unit consideration. 4.2 in respect of the Paramount B debenture holders: either the cash consideration of R6.07 for every Paramount B debenture held ("B debenture cash consideration"); or, 1 new Growthpoint linked unit for every 1.58 Paramount B debentures held ("B debenture consideration"), rounded to the nearest whole number. Failing receipt of any such acceptance from any Paramount B debenture holder, such Paramount B debenture holders will be deemed to have accepted the B debenture consideration. The linked unit cash consideration and the B debenture consideration are expected to be settled on or about, Wednesday, 18 April 2007. 5. SALIENT DATES 2007 Notice given in terms of Section 440K(1) of the Act Tuesday, 27 February Listing of Paramount linked units suspended on the JSE with effect from the commencement of business on Wednesday, 28 February Last day to apply to the High Court of South Africa in terms of Section 440K(1) of the Act Tuesday, 10 April Compulsory acquisition of remaining Paramount linked units and B debentures becomes effective on the commencement of business Wednesday, 11 April Termination of listing of Paramount linked units on the JSE from the commencement of business on Wednesday, 18 April Date of payment of the linked unit cash consideration and the B debenture cash consideration in respect of remaining Paramount linked unitholders and/or Paramount B debenture holders who have not tendered their Paramount linked units and/or Paramount B debentures pursuant to the provisions of the Section 440K(1) circular (to be held in safe custody in a separate account for the benefit of such remaining Paramount linked unitholders and/or Paramount B debenture holders) Wednesday, 18 April Notes: 1. The above dates and times are subject to amendment by Growthpoint. Any such change will be announced on SENS and published in the press. 2. There will be no dematerialisation or rematerialisation of shares after the notice to invoke Section 440K(1) has been announced. 3. All times indicated above are South African times. Sandton 27 February 2007 Investment bank to Growthpoint Investec Corporate Finance Investec Bank Limited (Registration number 1969/004763/06) Sponsor to Growthpoint Investec Bank Limited Investec Bank Limited (Registration number 1969/004763/06) Legal adviser to Growthpoint JOWELL GLYN & MARAIS Sponsor to Paramount NEDBANK Capital Date: 27/02/2007 07:00:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.
