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GRT - Growthpoint - Regarding the raising of R1.65 billion by way of a

Release Date: 27/09/2007 16:20
Code(s): GRT
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GRT - Growthpoint - Regarding the raising of R1.65 billion by way of a renounceable claw-back rights offer Growthpoint Properties Limited (Incorporated in the Republic of South Africa) Registration number 1987/004988/06 JSE share code: GRT ISIN: ZAE000037669 ("Growthpoint" or "the Company") ANNOUNCEMENT REGARDING THE RAISING OF R1.65 BILLION BY WAY OF A RENOUNCEABLE CLAW-BACK RIGHTS OFFER ("THE CLAW-BACK OFFER") 1. INTRODUCTION Investec Bank Limited ("Investec") is authorised to announce that Growthpoint will raise R 1.65 billion (one billion six hundred and fifty million rand) by way of the claw-back offer of 100 000 000 (one hundred million) new Growthpoint linked units ("claw-back units"), at an issue price of 1650 cents per linked unit ("the issue price"). The issue price includes 41.25 cents pre-paid distribution for the 5 month period July 2007 to November 2007 on the basis that the claw-back units will qualify for the full distribution in respect of Growthpoint`s next six month reporting period being July 2007 to December 2007 and the fact that the claw-back offer process is anticipated to be complete by the end of November 2007. Growthpoint has entered into a subscription agreement with the Public Investment Corporation Limited ("the PIC") in terms of which the PIC, on behalf of the Government Employees Pension Fund ("the Subscriber") has agreed to subscribe for the claw-back units at the issue price amounting to R1.65 billion ("the subscription proceeds"). In terms of the claw-back offer Growthpoint linked unitholders will be granted the opportunity to subscribe for the claw-back units in proportion to their existing unitholding in Growthpoint, at the issue price. 2. BACKGROUND A claw-back offer effectively amounts to a fully underwritten reverse rights offer. The subscription proceeds are to be paid to the Company by the Subscriber, against the allotment of the claw-back units by Growthpoint. The claw-back offer affords Growthpoint linked unitholders the opportunity to "claw-back" the claw-back units allocated to the Subscriber through an entitlement in proportion to their existing unitholdings or to renounce such right to a renouncee. Claw-back units not taken up pursuant to the claw- back offer will remain with the Subscriber. 3. RATIONALE FOR THE CLAW -BACK OFFER The funds raised in terms of the claw-back offer will enable Growthpoint to partly fund the R4 billion worth of acquisitions and developments in progress as highlighted in Growthpoint`s results for the financial year ended 30 June 2007. Total debt of R 8.3 billion at 30 June 2007 represented 37.4% of the value of Growthpoint`s property portfolio. The capital raised in the claw-back offer will ensure that Growthpoint`s loan to value ratio will remain at a conservative 40.7% after the R 4 billion of capital expenditure on acquisitions and developments. Furthermore the claw-back units will be issued at a forward yield substantially lower than prevailing long term debt funding rates. 4. TERMS OF THE CLAW -BACK OFFER Growthpoint is raising R1.65 billion, before expenses, by way of the claw-back offer. Linked unitholders registered as such on the record date of the claw back offer, will have the right to subscribe for the claw- back units in proportion to their existing unitholding in Growthpoint. The Subscriber will subscribe and pay for the claw-back units on 1 October 2007 ("the subscription date"). Within 5 business days after the closing date of the claw-back offer ("refund date") Growthpoint will refund the Subscriber with the proceeds received from Growthpoint linked unitholders who have "clawed-back" their pro-rata share of the claw-back units in terms of the clawback offer ("the claw-back proceeds") together with interest thereon calculated at a rate of 10% per annum from the subscription date to the refund date, both days exclusive. Growthpoint will pay the Subscriber an underwriting fee of 1.25% of the claw-back proceeds on the refund date. 5. SUSPENSIVE CONDITIONS The claw-back offer is subject, to the fulfilment of the following suspensive conditions: 5.1. the JSE granting: - a listing of the claw-back units to be allotted and issued pursuant to the claw-back offer; - a listing of the renounceable (nil paid) letters of allocation in respect of the claw-back offer; and 5.2. the Registrar of Companies registering the claw-back offer circular and all matters incidental thereto. 6. SALIENT DATES, Financial Effects AND FINAL TERMS OF THE CLAW -BACK OFFER The salient dates, financial effects and final terms of the claw-back offer will be announced on SENS and the press once the relevant documentation has been approved by the JSE and registered with the Registrar of Companies. Sandton 27 September 2007 Investment Bank Investec Bank Limited (Registration number 1969/004763/06) Sponsor Investec Bank Limited (Registration number 1969/004763/06) Attorneys Jowell Glyn & Marais Inc (Registration number 2001/020379/21) Date: 27/09/2007 16:20:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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