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GRT - Growthpoint - Capital Raising Of R 2 Billion By Way Of A Renounceable
Rights Offer ("The 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")
CAPITAL RAISING OF R 2 BILLION BY WAY OF A RENOUNCEABLE RIGHTS OFFER ("THE
RIGHTS OFFER")
1. INTRODUCTION
Growthpoint intends to undertake a Rights Offer of R2 billion through the
issue of 147 058 781 new Growthpoint linked units ("Rights Offer Units"),
at a price of 1360 cents per linked unit ("Rights Offer Price") in the
ratio of 11.48066 Rights Offer Units for every 100 Growthpoint linked
units currently in issue ("Rights Offer").
The Rights Offer Price represents a 2.3% discount to the 30 day volume
weighted average price and a 10.6% discount to the closing price on
Wednesday, 3 December 2008.
Growthpoint has entered into a Subscription and Underwriting Agreement
("Subscription and Underwriting Agreement") with Investec Bank Limited
("the Underwriter") in terms of which the Underwriter will underwrite R1
billion of the Rights Offer by subscribing for 73 529 391 new Growthpoint
linked units which will be offered to all existing Growthpoint
unitholders on the basis of a clawback ("Clawback Units") on the terms
set out in paragraph 4 below.
Growthpoint has also received irrevocable undertakings from Growthpoint
unitholders to follow their rights for a minimum of R400 million in terms
of the Rights Offer. Taking this and the R1 billion underwritten into
account, Growthpoint will raise a minimum of R1.4 billion from the Rights
Offer.
2. RATIONALE FOR THE RIGHTS OFFER
The capital to be raised in terms of the Rights Offer will:
- enhance Growthpoint`s ability to take advantage of local and
international acquisition opportunities that are expected to arise
in the volatile markets currently being experienced; and
- strengthen Growthpoint`s balance sheet improving its ability to use
cash to conclude transactions.
In the interim the Rights Offer will:
- partly fund Growthpoint`s future developments and projects as
highlighted in Growthpoint`s 30 June 2008 results;
- be accretive to distributions due to favourable rates available for
cash deposits and the ability to reduce short term borrowings; and
- provide flexibility in relation to future financing obligations.
3. SALIENT DATES AND TIMES
Finalisation data announcement published on SENS Monday, 15
December 2008
Finalisation data announcement published in the Wednesday, 17
press on December 2008
Last date to trade in Growthpoint linked units Tuesday, 23
on the JSE in order to settle by the record date December 2008
and thus be recorded as a linked unitholder in
order to be entitled to participate in the
Rights Offer
Growthpoint linked units trade ex Rights Offer Wednesday, 24
entitlement on the JSE December 2008
Listing and trading on the JSE of letters of Wednesday, 24
allocation from the commencement of trade December 2008
Subscription by the Underwriter for the Clawback Wednesday, 31
Units and payment of R 1 billion to Growthpoint December 2008
by the Underwriter
Record date in order to be entitled as a Friday, 2 January
Growthpoint linked unitholder to participate in 2009
the Rights Offer
Rights Offer opens at 09:00 am and the circular Monday, 5 January
including a form of instruction, where 2009
applicable, to be mailed to linked unitholders
Last date to trade in the letters of allocation Friday, 23 January
on the JSE in order to settle by Friday, 30 2009
January 2009
Listing and trading on the JSE of Rights Offer Monday, 26 January
Units commence at 09:00 am 2009
Rights Offer closes at 12:00 pm and payment and Friday, 30 January
forms of instruction to be received by the 2009
transfer secretaries
Results of Rights Offer announcement released on Monday, 2 February
SENS 2009
Expected date from which linked unit Monday, 2 February
certificates are mailed in respect of 2009
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 in respect of
dematerialised linked unitholders
Subscription refund settled Monday, 2 February
2009
Announcement giving results of the Rights Offer Tuesday, 3
published in the press on February 2009
(1) The above dates and times are subject to amendment, subject to approval
from the JSE being obtained, at the discretion of Growthpoint.
(2) The above times are South African times.
(3) The above timetable is based on the assumption that all suspensive
conditions will be fulfilled by Monday, 15 December 2008.
4. THE SUBSCRIPTION AND UNDERWRITING AGREEMENT
The salient details of the Subscription and Underwriting Agreement are a
follows:
4.1 Subscription and Underwriting
The Underwriter has agreed to underwrite R1 billion of the Rights
Offer through the subscription for 73 529 391 new
Growthpoint units at the Rights Offer Price, subject to:
- the implementation of Rights Offer as set out in 4.2 below; and
- the fulfilment of the suspensive conditions set out in 4.3
below.
The Underwriter will receive an underwriting fee of 3.5% of the
value of the Clawback Units.
The Underwriter will be paid interest at the Investec Bank Limited
call deposit rate on the value of the Clawback Units for a period
from the date the Underwriter subscribes and pays for the Clawback
Units until Monday, 2 February, 2009.
The Underwriter will subscribe and pay for the Clawback Units by no
later than 12h00 South African time on Wednesday, 31
December 2008..
4.2 Rights Offer and Clawback of Growthpoint linked units
Growthpoint will make the Rights Offer to all existing unitholders of
Growthpoint ("Growthpoint unitholders") pro-rata to their existing
unitholding as at the record date of the Rights Offer.
The Clawback Units which form part of the Rights Offer Units will be
offered to Growthpoint unitholders at the Rights Offer Price ("the
Clawback"). If Growthpoint unitholders exercise their right to subscribe
for Rights Offer Units in excess of 73 529 391 new Growthpoint units,
then in terms of the Clawback, the Underwriter will renounce its
entitlement to the appropriate number of Clawback Units.
Growthpoint unitholders will be able to apply to take up Rights Offer
Units in excess of their pro-rata unitholding on the basis that any
excess applications will rank behind the underwriter for its 73 529 391
units.("Excess Rights Offer Units"). If Excess Rights Offer Units are
available to be allocated, the pool of Excess Rights Offer Units will be
allocated equitably, taking into account the following:
- the number of Growthpoint linked units held prior to any excess
application;
- the Rights Offer Units taken up; and
- the number of Excess Rights Offer Units applied for by such
Growthpoint unitholder.
Further details of the Rights Offer will be included in the circular
which is expected to be posted to Growthpoint linked unitholders in
January 2009.
4.3 Suspensive conditions
The final implementation of the Rights Offer is subject to the fulfilment
of the following suspensive conditions by Tuesday, 30 December 2008:
4.3.1 the JSE Limited ("JSE") grants a listing of the Rights Offer
Units to be allotted and issued pursuant to the Rights
Offer;
4.3.2 the JSE grants a listing of the renounceable (nil paid) letters
of allocation in respect of the Rights Offer; and
4.3.3 the Registrar of Companies grants its approval for the
registrations required in terms of the Companies Act for
implementation of the Rights Offer and all matters incidental
thereto.
4 December 2008
Sandton
Investment Bank
Investec Corporate Finance
Transactional Sponsor
BJM Corporate Finance
Sponsor
Investec Bank Limited
Attorneys
Glyn Marais Inc
Date: 04/12/2008 17:07:02 Supplied by www.sharenet.co.za
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