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GRT - Growthpoint - Finalisation Announcement regarding the capital raising of
R1.65 billion by way of a 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")
FINALISATION ANNOUNCEMENT REGARDING THE CAPITAL RAISING OF R 1.65 BILLION BY
WAY OF A CLAW-BACK RIGHTS OFFER ("CLAW-BACK OFFER")
1. Introduction
Further to the announcement published in the press on 27 September 2007,
in which Growthpoint linked unitholders were advised that Growthpoint
would raise R1.65 billion (one billion six hundred and fifty million rand)
by way of the claw-back offer of 100,000,000 (one hundred million) new
linked units ("claw-back units"), at an issue price of 1650 cents per
linked unit ("the issue price"),before expenses, Growthpoint linked
unitholders are advised that the circular setting out the terms of the
claw-back offer has been registered by the Registrar of Companies and
Growthpoint will implement the claw-back offer in accordance with the
timetable set out in 4 below.
In implementing the claw-back offer, Growthpoint entered into an 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") agreed to subscribe for the claw-back units at the issue
price.
2. Terms of the claw-back offer
In terms of the claw-back offer linked unitholders are given the
opportunity to subscribe for the claw-back units, at the issue price in
proportion to their existing unitholding. The issue price includes 41.25
cents antecedent interest 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 reporting period - July 2007
to December 2007.
At 30 June 2007 Growthpoint had 1,074,126,195 linked units in issue, but
after issuing a further 98,300,000 linked units to acquire the property
fund management business from Investec Property Group Limited ("IPG"), the
AMU Trust and Phatsima Properties (Proprietary) Limited and the property
administration business from IPG on 1 November 2007, the total number of
Growthpoint linked units used to determine the ratio of the claw-back
offer is 1,172,425,195. Accordingly linked unitholders recorded in the
register as such on the record date, will have the right to subscribe for
8.5293 claw-back units for every 100 linked units so held.
Rights recipients and/or their renouncees who subscribe for linked units
may not apply for additional linked units in excess of their entitlements.
3. Financial effects of the claw back offer
The unaudited pro forma financial effects of Growthpoint after the claw-
back offer are set out below. It has been assumed for purposes of the
unaudited pro forma financial effects that the claw-back offer took place
with effect from 1 July 2006.
Year ended 30 Claw-back Year ended 30
June 2007 offer June 2007 pro
before the forma after
claw-back claw-back
offer (1) offer
R`million R`million R`million
Revenue excluding straight line 2,152 2,152
lease income adjustment
Straight line lease income
adjustment
Revenue 2,362 210
Property expenses (539) (539)
Net property income 1,823 1,823
Other operating expenses (120) (120)
Net property income after other 1,703 1,703
operating expenses
Investment income 45 45
Fair value adjustments (186) (186)
Operating profit 1,562 1,562
Finance costs (615) (615)
Finance cost savings 155 (2) 155
Less costs of claw-back offer (3) (3) (3)
Non-cash financing charges (16) (16)
Trading profit and other (6) (6)
capital gains
Finance income 44 44
Profit before debenture 969 1,121
interest
Debenture interest (966) (1,118)
Profit before taxation 3 3
Taxation charge (2) (2)
- Normal and secondary tax on - -
companies
- Capital gains taxation
(2) (2)
Profit after taxation 1 1
cents cents
Distribution per linked unit 93.10 98.97
Basic earnings per linked unit 93.83 98.97
Headline earnings per linked (72.19) (52.09)
unit
Linked units in issue at year 1,074,126,195 (5)100,000,00 1,174,126,195
end 0
Weighted average number of 1,030,639,648 100,000,000 1,130,639,648
linked units in issue
Notes
(1). The figures in the before column have been extracted without adjustment
from the published audited results for the year ended 30 June 2007.
(2). Finance costs have been adjusted to take into account the interest saving
resulting from the reduction in long term debt by the R 1.65 billion
received from the claw-back offer less the transaction costs at an
interest rate of 9.4%
(3) Transaction costs have been expensed.
(4). The interest calculated at 10% per annum effective on the claw-back units
subscribed for by Growthpoint linked unitholders (other than the
subscriber pursuant to the claw-back) and the underwriting fee of 1.25% of
the proceeds received in the claw - back offer from Growthpoint linked
unitholders (excluding the subscriber), have not been adjusted for in the
unaudited pro forma adjustments as it is anticipated that not many linked
unitholders will take up the claw-back offer
(5). "Linked units in issue" have been adjusted for the 100 million claw-back
units to be issued.
4. Salient dates
The salient dates and times relating to the claw-back offer are set out
below:
2007
Subscription by the Subscriber for the linked Monday, 1 October
units and payment of R1.65 billion to
Growthpoint by the Subscriber
Finalisation data announcement published on Friday, 2 November
SENS
Finalisation data announcement published in Monday, 5 November
the press on
Last date to trade in Growthpoint linked units Friday, 9 November
on the JSE in order to settle by the record
date and thus be recorded as a linked
unitholder in order to be entitled to
participate in the claw-back offer
Growthpoint linked units trade ex claw-back Monday, 12 November
offer entitlement on the JSE
Listing and trading on the JSE of letters of Monday, 12 November
allocation from the commencement of trade
Record date in order to be entitled as a Friday, 16 November
Growthpoint linked unitholder to participate
in the claw-back offer
Claw-back offer opens at 09:00 am and the Monday, 19 November
circular including form of instruction, where
applicable, to be mailed to linked unitholders
Last date to trade in the letters of Friday, 30 November
allocation on the JSE in order to settle by
Friday 7 December 2007
Listing and trading on the JSE of claw-back Monday, 3 December
shares commence at 09:00 am
Claw-back offer closes at 12:00 pm and payment Friday, 7 December
and forms of instruction to be received by the
transfer secretaries
Results of claw-back offer announcement Monday, 10 December
released on SENS
Expected date from which linked unit Monday, 10 December
certificates are mailed in respect of
certificated linked unitholders or accounts at
the relevant CSDP or broker are updated with
their new linked units and debited with the
costs of the purchase
Announcement giving results of the claw-back Tuesday, 11
offer published in the press on December
Subscription refund settled Thursday,13
December
Notes:
(1). Dematerialised linked unitholders are required to notify their duly
appointed CSDP or broker of their acceptance of the claw-back offer in the
manner and time stipulated in the agreement governing the relationship
between the linked unitholders and his/her CSDP or broker.
(2). No units may be dematerialised or rematerialised from the start of trade
on Monday, 12 November 2007 to Friday, 16 November 2007
(3). CSDP`s effect payment on a delivery of scrip versus payment method in
respect of dematerialised linked unitholders.
(4). These dates and times are subject to further changes. All changes will be
released on SENS and published in the press
5. Circular
The circular setting out the detailed terms of the claw-back offer will be
posted on Monday 19 November 2007 to linked unitholders recorded as such
in the register on Friday 16 November 2007.
2 November 2007
Sandton
Investment Bank and sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys
Jowell Glyn & Marais Inc
(Registration number 2001/020379/21)
Reporting accountants
KPMG Inc
(Registration number 1999/021543/21)
Date: 02/11/2007 15:06:00 Supplied by www.sharenet.co.za
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