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GRT - Growthpoint - Finalisation Announcement Regarding The Capital
Raising Of R1.742 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")
FINALISATION ANNOUNCEMENT REGARDING THE CAPITAL RAISING OF R1.742
BILLION BY WAY OF A RENOUNCEABLE RIGHTS OFFER ("THE RIGHTS OFFER")
1. INTRODUCTION
Further to the announcements published on the Securities Exchange
News Service on Thursday, 4 December 2008 and Friday, 5 December
2008 and in the press on Friday, 5 December 2008 and Monday, 8
December 2008, in which Growthpoint linked unitholders were
advised of Growthpoint`s intention to raise R1.742 billion,
before expenses, through the issue of 128 092 620 new Growthpoint
linked units ("Rights Offer Units"), at a price of 1360 cents per
linked unit ("Rights Offer Price") in the ratio of 10 Rights
Offer Units for every 100 Growthpoint linked units currently in
issue ("Rights Offer"), Growthpoint linked unitholders are
advised that the following suspensive conditions have been
fulfilled:
- the listing of the Rights Offer Units to be allotted and
issued pursuant to the Rights Offer has been granted by the JSE
Limited;
- the listing of the renounceable (nil paid) letters of
allocation in respect of the Rights Offer has been granted by the
JSE; and
- the requisite documents have been lodged and approved, where
necessary, by the Registrar of Companies.
As a result, the Rights Offer is now unconditional and will be
implemented in accordance with the timetable set out in paragraph
3 below.
2. FINANCIAL EFFECTS OF THE RIGHTS OFFER
The unaudited pro forma financial effects of Growthpoint after
the Rights Offer are set out below. It has been assumed for
purposes of the unaudited pro-forma financial effects that the
Rights Offer took place with effect from 1 July 2007.
Before Pro forma
Rights after Change
Offer Rights
Offer
cents cents (%)
.
Distribution per 106.50 110.50 3.76%
linked unit
Basic loss per (7.91) (9.95) 25.79%
linked unit
Headline earnings 159.31 155.79 (2.21%)
per linked unit
Net asset value per 1 545 1 524 (1.36%)
linked unit
Tangible net asset 1 432 1 422 (0.70%)
value per linked
unit
Linked units in 1 280 926 1 409 018 10.00%
issue at year end 195 815
Weighted average 1 238 460 1 366 553 10.34%
number of linked 442 062
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 2008.
(2) Finance costs has been adjusted to take into account the interest
saving resulting from the reduction in interest bearing debt by the
R1.742 billion received from the Rights Offer at the Investec Call
Deposit Rate of 11.7%.
(3) Transaction costs have been expensed.
(4) The Underwriting Commission of 3.50% and interest at the Investec
Call Deposit Rate of 11.7% paid to the Underwriter is calculated based
on the value of the Rights Offer underwritten of R1 billion. The
interest is calculated for the period from the date the Underwriter
subscribes and pays for the Underwritten Units until Monday, 2
February 2009.
(5) "Linked units in issue" have been adjusted for the 128 092 620
Rights Offer Units to be issued.
(6) On the basis that R1 billion has been underwritten and
irrevocables have been received for R400 million, Growthpoint will
raise a minimum of R1.4 billion. The difference in the financial
effects based on Gowthpoint only raising R1.4 billion and not the full
R1.742 billion is not material.
(7) Transaction costs and Underwriting Commission relating to capital
raised have historically been treated by Growthpoint as items of a
capital nature in the determination of distributions to linked
unitholders. These items have therefore been added back in the
calculation of the distribution per linked unit.
3. SALIENT DATES AND TIMES
The salient dates and times relating to the Rights Offer are
set out below:
2008/2009
Finalisation date announcement Wednesday, 17 December 2008
published in the press on
Last date to trade in Growthpoint Tuesday, 23 December 2008
linked units 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 Rights Offer
Growthpoint linked units trade ex Wednesday, 24 December 2008
Rights Offer entitlement on the JSE
Listing and trading on the JSE of Wednesday, 24 December 2008
letters of allocation from the
commencement of trade
Subscription by the Underwriter for Wednesday, 31 December 2008
the Underwritten Units and payment
of R 1 billion to Growthpoint by
the Underwriter
Record date in order to be entitled Friday, 2 January 2009
as a Growthpoint linked unitholder
to participate in the Rights Offer
Rights Offer opens at 09:00 am and Monday, 5 January 2009
the Circular including a form of
instruction, where applicable, to
be mailed by registered post to
linked unitholders
Last date to trade in the letters Friday, 23 January 2009
of allocation on the JSE in order
to settle by Friday, 30 January
2009
Listing and trading on the JSE of Monday, 26 January 2009
Rights Offer Units commence at
09:00 am
Rights Offer closes at 12:00 pm and Friday, 30 January 2009
payment and forms of instruction to
be received by the transfer
secretaries
Record date for the letters of Friday, 30 January 2009
allocation
Results of Rights Offer Monday, 2 February 2009
announcement released on SENS
Expected date from which linked Monday, 2 February 2009
unit 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 in respect of
dematerialised linked unitholders
Subscription refund settled Monday, 2 February 2009
Announcement giving results of the Tuesday, 3 February 2009
Rights Offer published in the press
on
Excess Rights Offer Units allocated Wednesday, 4 February 2009
(1) Dematerialised linked unitholders are required to notify their
duly appointed CSDP or broker of their acceptance of the Rights 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 linked units may be dematerialised or rematerialised from the
start of trade on Wednesday, 24 December 2008 to Friday, 2 January
2009.
(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) The above times are South African times.
4. CIRCULAR
The circular setting out the detailed terms of the Rights Offer
will be posted on Monday, 5 January 2009 to linked unitholders
recorded as such in the register on Friday, 2 January 2009.
15 December 2008
Sandton
Investment Bank
Investec Corporate Finance
Transactional Sponsor
BJM Corporate Finance
Sponsor
Investec Bank Limited
Attorneys
Glyn Marais Inc
Date: 15/12/2008 11:27:18 Supplied by www.sharenet.co.za
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