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GRT - Growthpoint Properties Limited - Results for the Six Months Ended 31

Release Date: 24/02/2010 11:00
Code(s): GRT
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GRT - Growthpoint Properties Limited - Results for the Six Months Ended 31 December 2009 Growthpoint Properties Limited (Incorporated in the Republic of South Africa) (Registration number 1987/004988/06) Share code: GRT ISIN: ZAE000037669 ("Growthpoint" or "the company") RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2009 - 5,0% distribution growth to 59,1 cents per linked unit - Acquisition of 76,2% share in Australian property trust - R1,3 billion capital raised through a vendor placement - Launch of R5 billion Domestic Medium Term Note Programme - Innovative distribution reinvestment option raises R540 million STATEMENT OF COMPREHENSIVE INCOME Six months Six months 12 months
31 Dec 31 Dec 30 Jun 2009 2008 2009 Note Rm Rm Rm Revenue excluding 1 939 1 558 3 211 straight-line leaseincome adjustment Straight-line lease 161 103 219 income adjustment Revenue 2 100 1 661 3 430 Property expenses (455) (390) (759) Net property income 1 645 1 271 2 671 Other operating (52) (30) (75) expenses Net property income 1 593 1 241 2 596 after other operating expenses Investment income - - 1 Operating profit 1 593 1 241 2 597 Fair value adjustments 1 (111) (50) (143) Finance costs (589) (451) (921) Non-cash charges 2 131 (61) (140) Capital items 3 (13) (41) (35) Finance income 81 35 162 Profit before 1 092 673 1 520 debenture interest Debenture interest (914) (720) (1 612) Profit/(loss) before 178 (47) (92) taxation Taxation 28 13 23 credit/(charge) - Normal taxation - (1) (5) - Deferred taxation 14 14 28 - Capital gains 14 - - taxation Profit/(loss) for the 206 (34) (69) period Profit/(loss) attributable to: Equity holders 160 (34) (69) Non-controlling 46 - - interest 206 (34) (69) Other comprehensive income: Foreign currency 35 - - translation gain Total comprehensive 241 (34) (69) income/(loss) Equity holders 187 (34) (69) Non-controlling 54 - - interest CALCULATION OF DISTRIBUTABLE EARNINGS Six months Six months 12 months 31 Dec 31 Dec 30 Jun 2009 2008 2009 Note Rm Rm Rm
Net property income 1 593 1 241 2 596 after operating expenses Less: straight-line (161) (103) (219) lease income adjustment Investment income - - 1 Finance costs (589) (451) (921) Finance income 81 35 162 Adjustment for non- (9) - - controlling interest Taxation (excluding - (1) (5) deferred tax) Distributable earnings 915 721 1 614 Total distribution (915) (721) (1 614) - Debenture interest (914) (720) (1 612) - Ordinary dividend (1) (1) (2) Linked units Linked units Linked units Linked units in issue 1 547 521 1 280 926 1 409 018 at the end of the 924 195 815 period Weighted number of 1 547 521 1 280 926 1 409 018 linked units in issue 924 195 815 cents cents cents
Distribution per 59,10 56,30 114,60 linked unit Six months ended 31 59,10 56,30 56,30 December Six months ended 30 - - 58,30 June Basic earnings/(loss) 4 10,34 (2,65) (4,90) per share Headline 5 56,90 (62,98) 45,26 earnings/(loss) per linked unit Rm Rm Rm
Note 1: Fair value adjustments (111) (50) (143) Gross investment 657 495 189 property fair value adjustment Less: straight-line (161) (103) (219) lease income adjustment Net investment 496 392 (30) property fair value adjustment Fair value adjustment 30 17 - on investment property reclassified as property held for sale Listed property 1 1 1 investments Borrowings and (50) (2 144) (1 442) derivatives Long-term loans 14 97 35 granted to BEE consortia Debentures (602) 1 587 1 293 Debentures are adjusted to fair value which represents the net asset value attributable to Growthpoint`s debenture holders, excluding the intangible assets. The debentures` fair value adjustment consists of: Fair value adjustments (492) 1 637 1 436 on other assets and liabilities excluding fair value adjustment on debentures Straight-line lease (161) (103) (219) income adjustment Non-controlling 30 - - interest`s portion of fair value adjustments Capital gains taxation (14) - - Non-cash financing 14 10 20 charge Decrease in other long- 8 2 21 term employee benefits Capital items 13 41 35 Debenture fair value (602) 1 587 1 293 adjustment Note 2: Non-cash charges 131 (61) (140) Non-cash financing (14) (10) (20) charge Amortisation of (49) (49) (99) intangible asset Negative goodwill 202 - - Decrease in other long- (8) (2) (21) termemployee benefits Note 3: Capital items In terms of IFRS 3, Business Combinations, R22 million transaction costs relating to the acquisition of GOZ was expensed. Furthermore, R9 million proceeds from an insurance claim was received. The above costs and proceeds are disclosed as capital items and do not affect distribution earnings. Note 4: The directors are of the view that the disclosure of earnings per share, while obligatory in terms of IAS 33, Earnings per Share, and the JSE Listings Requirements, is not meaningful to investors as the shares are traded as part of a linked unit and practically all the revenue earnings are distributed in the form of debenture interest plus dividends in the ratio of 1 000 to 1. In addition, headline earnings include profit on the sale of listed property investments, fair value adjustments on listed property investments, fair value adjustments on interest-bearing and zero-coupon borrowings and debentures, as well as non-cash charges, which do not affect distributable earnings. The calculation of distributable earnings as set out above is more meaningful to investors and is in accordance with Growthpoint`s reporting policy. Note 5: In terms of Circular 3/2009, issued by SAICA, both the fair value adjustment on investment property and debentures are added back in the calculation of headline earnings per linked unit. The Circular does not make provision for the fair value adjustment on other non-current financial liabilities to be added back. Rm Rm Rm Basic earnings/(loss) is reconciled to headline earnings as follows: Profit/(loss) after 206 (34) (69) taxation Negative goodwill (202) - - Add back: net fair (455) (350) 26 value adjustment - investment property - Fair value (527) (409) 30 adjustment - Applicable taxation 72 59 (4) Less: Profit (16) - - attributable to non- controlling interest Headline loss (467) (384) (43) attributable to shareholders Less: net fair value 433 (1 143) (931) adjustment - debentures - Fair value 602 (1 587) (1 293) adjustment - Applicable taxation (169) 444 362 Add back: debenture 914 720 1 612 interest paid Headline 880 (807) 638 earnings/(loss) attributable to linked unitholders STATEMENT OF FINANCIAL POSITION 31 Dec 31 Dec 30 Jun
2009 2008 2009 Note Rm Rm Rm ASSETS Non-current assets 36 439 31 451 30 991 Fair value of 32 912 28 177 27 582 investment property for accounting purposes Straight-line lease 1 216 939 1 055 income adjustment Fair value of long- 34 128 29 116 28 637 term property assets Intangible assets 1 684 1 783 1 733 Other long-term 39 57 47 employee benefits Equipment 4 2 2 Listed property - 10 10 investments Long-term loans 430 449 396 granted to BEE consortia Derivative assets 154 34 166 Current assets 1 378 1 111 1 374 Investment property 493 76 574 reclassified as held for sale Residential units held 21 - 22 for sale Trade and other 331 387 281 receivables Cash and cash 533 648 497 equivalents Total assets 37 817 32 562 32 365 EQUITY AND LIABILITIES Shareholders` interest 1 706 1 466 1 436 Ordinary share capital 77 64 70 Foreign currency 27 - - translation reserve Non-distributable 1 602 1 402 1 366 reserve Non-current 6 21 005 16 696 18 641 liabilities - debentures Linked unitholders` 22 711 18 162 20 077 interest Non-controlling 506 - - interest Total unitholders` 23 217 18 162 20 077 interest Other non-current 10 817 10 541 9 174 liabilities Other non-current 10 472 10 168 8 815 financial liabilities Deferred tax liability 345 373 359 Current liabilities 3 783 3 859 3 114 Trade and other 969 568 615 payables Rights issue - 1 000 - underwriting amount received in advance Current portion of non- 1 881 1 566 1 673 current liabilities Taxation payable 1 1 3 Linked unitholders for 932 724 823 interest and dividends Total equity and 37 817 32 562 32 365 liabilities Net asset value per 1 468 1 418 1 425 linked unit (cents) Tangible net asset 1 381 1 308 1 327 value per linked unit (cents) Note 6: Non-current liabilities - debentures Fair value at the 18 641 18 283 18 283 beginning of the period Issued during the 1 762 - 1 651 period Fair value adjustment 602 (1 587) (1 293) (Note 1) Fair value at the end 21 005 16 696 18 641 of the period CASH FLOW STATEMENT Six months Six months 12 months 31 Dec 31 Dec 30 Jun
2009 2008 2009 Rm Rm Rm Cash flow from operating 1 842 1 005 2 416 activities Investment income - - 1 Net finance costs (588) (410) (780) Taxation received/(paid) 12 (5) (7) Capital items (13) (41) (35) Distribution to unitholders (820) (708) (1 502) Net cash inflow/(outflow) 433 (159) 93 from operating activities Net cash outflow from (1 663) (1 393) (1 767) investing activities Net cash inflow from 1 266 2 173 2 144 financing activities Net increase in cash and 36 621 470 cash equivalents Cash and cash equivalents at 497 27 27 beginning of the period Cash and cash equivalents at 533 648 497 end of the period STATEMENT OF CHANGES IN EQUITY Foreign Non- currency
distribut- transla- Ordinary able tion share reserve reserve Retained capital (NDR) (FCTR) earnings
Rm Rm Rm Rm Audited balance at 30 June 64 1 437 - - 2008 Loss for the period - - - (34) Transfer amortisationnet of - (35) - 35 deferred tax to NDR Dividends - - - (1) Balance at 31 December 2008 64 1 402 - - Shares issued 6 - - - Loss for the period - - - (35) Transfer amortisation net - (36) - 36 of deferred taxation to NDR Dividends - - - (1) Audited balance at 30 June 70 1 366 - - 2009 Shares issued 7 - - - Total comprehensive income - - 27 160 for the six month period Transfer amortisation net - (35) - 35 of deferred taxation to NDR Transfer negative goodwill - 202 - (202) write-off to NDR Business acquisition - GOZ - - - 77 Transfer reserves with non- - 77 - (77) controlling interest to NDR Transfer forex gain to NDR - (8) - 8 Dividends declared - non- - - - - controlling interest Dividends declared - linked - - - (1) unitholders Balance at 31 December 2009 77 1 602 27 -
Non- Share- controll- holders` ing Total
interest interest equity Rm Rm Rm Audited balance at 30 June 1 501 - 1 501 2008 Loss for the period (34) - (34) Transfer amortisationnet of - - - deferred tax to NDR Dividends (1) - (1) Balance at 31 December 2008 1 466 - 1 466 Shares issued 6 - 6 Loss for the period (35) - (35) Transfer amortisation net - - - of deferred taxation to NDR Dividends (1) - (1) Audited balance at 30 June 1 436 - 1 436 2009 Shares issued 7 - 7 Total comprehensive income 187 54 241 for the six month period Transfer amortisation net - - - of deferred taxation to NDR Transfer negative goodwill - - - write-off to NDR Business acquisition - GOZ 77 466 543 Transfer reserves with non- - - - controlling interest to NDR Transfer forex gain to NDR - - - Dividends declared - non- - (14) (14) controlling interest Dividends declared - linked (1) - (1) unitholders Balance at 31 December 2009 1 706 506 2 212 SEGMENTAL ANALYSIS STATEMENT OF COMPREHENSIVE INCOME EXTRACTS Retail Office Industrial Australia Total Rm Rm Rm Rm Rm
Six months ended 31 December 2009 Revenue excluding 623 725 423 168 1 939 straight-line lease income adjustment Property expenses (172) (170) (104) (9) (455) Segment result 451 555 319 159 1 484 Fair value adjustment: - Investment property 232 223 80 92 627 - Investment property - - - 30 30 - non-controlling interest Total fair value 232 223 80 122 657 adjustment on investment property South
Africa Australia Total Rm Rm Rm Further extracts of comprehensive income Other property 41 11 52 expenses Finance costs 496 93 589
Retail Office Industrial Australia Total Rm Rm Rm Rm Rm Year ended 30 June 2009 Revenue excluding 1 144 1 315 752 - 3 211 straight-line lease income adjustment Property expenses (289) (304) (166) - (759) Segment result 855 1 011 586 - 2 452 Fair value adjustment: - Investment property 210 (73) 52 - 189 STATEMENT OF FINANCIAL POSITION EXTRACTS Retail Office Industrial Australia Total Rm Rm Rm Rm Rm At 31 December 2009 - Investment property Opening balance - 30 10 152 12 377 6 682 - 29 211 June 2009 Acquisitions - - - - 4 148 4 148 Australia Acquisitions - Other - - 50 431 481 Developments and 81 130 68 113 392 capital expenditure Disposals (58) (261) (60) - (379) Foreign exchange - - - 81 81 translation Fair value adjustment 232 253 80 122 687 - Long-term property 232 223 80 122 657 assets - Reclassified as - 30 - - 30 held for sale Fair value of 10 407 12 499 6 820 4 895 34 621 property assets - 31 December 2009 - Fair value of long- 10 277 12 136 6 820 4 895 34 128 term property assets - Investment 130 363 - - 493 property reclassified as held for sale South
Africa Australia Total Rm Rm Rm Further extracts of financial position Trade and other receivables 313 18 331 Cash and cash equivalents 509 24 533 Trade and other payables (532) (437) (969) Other financial liabilities (10 037) (2 316) (12 353) - Nominal value - interest-bearing (9 491) (2 316) (11 807) liabilities - Nominal value - non-interest bearing (76) - (76) liabilities - Fair value adjustment (470) - (470) Retail Office Industrial Australia Total Rm Rm Rm Rm Rm At 30 June 2009 - Investment property Opening balance - 9 692 11 381 6 172 - 27 245 30 June 2008 Acquisitions 10 195 190 - 395 Developments and 241 960 303 - 1 504 capital expenditure Disposals - (88) (34) - (122) Fair value 209 (71) 51 - 189 adjustment Fair value of 10 152 12 377 6 682 - 29 211 property assets -30 June 2009 - Fair value of 10 152 11 803 6 682 - 28 637 long-term property assets - Investment - 574 - - 574 property reclassified as held for sale COMMENTARY INTRODUCTION Growthpoint is the largest South African listed property company with a quality portfolio of 435 properties in South Africa valued at R29,7 billion and 24 properties in Australia through its investment in Growthpoint Properties Australia (GOZ), valued at R4,9 billion. The company`s mission is to provide investors with a highly liquid, tradable instrument delivering consistently growing income returns and real capital appreciation over the long term. Effectively, all rental income received by the company, less operating costs is distributed to unitholders semi-annually, so that the company is very similar to the Real Estate Investment Trust (REIT) models that are well established internationally. Growthpoint`s distributions are based on sustainable income generated from rentals. The company does not distribute capital profits. Growthpoint is included in the JSE ALSI Top 40 Companies Index, having a market capitalisation of over R21 billion at 31 December 2009. Over the last six months, on average more than 64 million linked units traded per month. The monthly average value traded was more than R870 million. In November 2009 Moody`s Investors Service assigned Growthpoint global long-term and short-term Issuer Ratings of Baa2 and P2 respectively, and long-term and short-term South African National Scale Ratings (NSR) of A1.za and P1.za respectively. These favourable ratings allow Growthpoint direct access to the debt capital markets and enabled Growthpoint to launch a R5 billion Domestic Medium Term Note Programme (DMTN). In terms of gross lettable area (GLA), the South African portfolio amounts to 4 520 170mSquared and the Australian portfolio 732 275mSquared. The South African portfolio represents 86% of the total portfolio, by value and GLA, and is well diversified in the three major sectors of commercial property, being office, retail and industrial. The bulk of the value of the South African properties is situated in the major metropolitan areas in strong economic nodes. Financial results In spite of difficult economic conditions that prevailed since the last quarter of 2008, Growthpoint has delivered growth in distributions for the six months ended 31 December 2009 of 5.0%. The increases in revenue and expenses for the period are impacted by the inclusion of the results of GOZ for the first time. Acquisition of a controlling share in an Australian Property Trust On 30 July 2009, unitholders in Australia`s Orchard Industrial Property Fund (OIF) voted in favour of all the resolutions required to issue 50.1% of the units in OIF to Growthpoint for a cash consideration of AUD56 million and to internalise the management of the fund. OIF unitholders also approved a 13 for 10 rights offer at 16 Australian cents per unit, in September 2009, that was underwritten by Growthpoint. In terms of the rights offer, Growthpoint paid a further AUD139 million and now owns 76.2% of OIF. The fund`s investment mandate was also expanded to include office and retail properties. OIF was renamed Growthpoint Properties Australia (GOZ) and trades on the Australian Stock Exchange under the share code "GOZ". Growthpoint used the Institutional investment allowance of a South African institution to make the AUD195 million investment in GOZ. GOZ had a market capitalisation of approximately AUD260 million at 31 December 2009. It is management`s goal to grow the fund to a market capitalisation of over AUD1 billion and to increase liquidity. The Australian portfolio consists of high quality distribution and logistic warehouses leased out on long leases to blue chip tenants, which are well located in the major metropolitan areas of Australia, situated in Victoria (45%), Queensland (21%), Western Australia (14%), New South Wales (11%) and South Australia (9%). Australia`s premier retailers, Woolworths and Coles, as well as Star Trek Express, a freight express company jointly owned by Qantas and Australian Post Office, account for 76% of the net property income. The weighted average lease expiry (WALE) is 10.6 years with average rent escalations of 3% in Australian currency. Taking into account the expected Rand depreciation against the Australian dollar over the long term this should provide sustainable, growing income streams to Growthpoint, together with capital appreciation on the investment. The diversification should also improve Growthpoint`s overall risk profile. Inclusion in various indices Besides the inclusion in the JSE ALSI Top 40 Companies Index, the inclusion in the MSCI emerging markets index in November 2008 has resulted in increased international exposure for Growthpoint and the foreign shareholding has increased to 7.2% at 31 December 2009, from levels of around 3.3% prior to the inclusion in these indices. In the current period Growthpoint has also been included in the JSE`s Socially Responsible Investment Index. COMMENTARY ON RESULTS BASIS OF ACCOUNTING These interim consolidated financial statements have not been reviewed or audited by Growthpoint`s auditors. These condensed financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, and the Companies Act of South Africa. The company`s accounting policies as set out in the audited financial statements for the year ended 30 June 2009 have been consistently applied, except for the effect of adopting the revised version of IFRS 3, Business Combinations, and IAS 27, Consolidated and Separate Financial Statements. The adoptions of these revised standards are applied prospectively. Investment property comprises land and buildings held to generate rental income over the long term. Should any properties no longer meet the company`s investment criteria and be sold, any profits or losses will be of a capital nature and will be taxed at rates applicable to capital gains. Deferred taxation on the revaluation of investment property is off-set against the deferred taxation asset that arises on the revaluation of the company`s issued debentures (excluding deferred taxation on intangible assets). ACCOUNTING FOR THE ACQUISITION OF GOZ In terms of IAS 21, The Effects of Changes in Foreign Exchange Rates, the consolidated statement of financial position includes 100% of the assets and liabilities of GOZ, converted at the closing exchange rate at 31 December 2009 of R6,58:AUD1. The consolidated statement of comprehensive income also includes 100% of the revenue and expenses of GOZ, which was translated at an average exchange rate of R6,56:AUD1 throughout the period. The resulting exchange differences are recognised in other comprehensive income. A non-controlling interest was raised for the 23.8% not owned by Growthpoint. Growthpoint entered into foreign exchange contracts (FEC`s) to hedge the interim distribution that will be received from GOZ at an average rate of R6.87 per AUD. The estimated fair value of the assets and liabilities of OIF acquired were as follows: AUD`000 Rm Investment property 642,6 4 148,0 Trade and other receivables 20,7 133,6 Cash and cash equivalents 7,5 48,4 Trade and other payables (30,1) (194,3) Derivatives (16,7) (107,8) Interest-bearing borrowings (450,5) (2 908,0) Net asset value 173,5 1 119,9 50.1% of net asset value obtained 86,9 560,9 Consideration 55,6 358,9 Net asset value exceeding consideration 31,3 202,0 (Negative goodwill) The exchange rate at the date of acquisition was R6,46:AUD1, due to the fact that Growthpoint entered into FEC`s for the full purchase consideration of the GOZ investment. Based on the proportionate interest measurement basis applied, the non- controlling interest at the initial acquisition amounted to R559 million. After the above transaction was concluded, Growthpoint acquired an additional 26.1% in terms of the rights offer. An additional R77 million was accounted for in the statement of changes in equity as reserves acquired from non-controlling interests in terms of the revised IAS 27, Consolidated and Separate Financial Statements. The initial accounting is incomplete and the amounts are provisional, since taxation related matters require clarification from independent tax advisors. REVENUE Apart from contractual rental escalations, the increase in gross revenue (24.5%) and property expenses (16.7%) was mainly due to the acquisition of GOZ, as well as other acquisitions and new developments that contributed, net of disposals, an additional R202 million to net property income for the six months ended 31 December 2009. On a "like-for-like" basis, net property income increased by 8.9%. FAIR VALUE ADJUSTMENTS The interim revaluation of properties resulted in an upward revaluation on South African properties of R535 million (1.9%) to R29,2 billion for investment property (excluding properties reclassified as held for sale). An additional R30 million upward revaluation was made on the investment property reclassified as held for sale. On the Australian portfolio, an upward revaluation of R122 million (2.5%) was made, bringing the value to R4,9 billion. NON-CASH CHARGES The acquisition of GOZ was made at a cost less than the fair value of the net assets acquired. Consequently, R202 million negative goodwill arose, which was shown as income in the current period. This is an accounting entry that does not affect cash flow or distributable income. The acquisition of the Property Services Businesses in the 2008 year gave rise to a R1,5 billion intangible asset, as well as R448 million of goodwill on initial recognition. In terms of accounting standards, the intangible asset is amortised over a 15 year period. The staff incentive scheme put in place as part of the management "buy-in" transaction concluded in the 2008 year has given rise to a plan asset, which is reflected on the balance sheet net of the plan liability. The increase in the staff incentive scheme liability and the fair value of the plan asset amounting to R8 million are book entries that do not affect cash flow or distributable income. VACANCY LEVELS At 31 December 2009 Growthpoint South Africa`s vacancy levels, as a percentage of gross lettable area (GLA) were: Retail 2.8% (June 2009: 3.2%) Office 9.2% (June 2009: 8.9%) Industrial 5.6% (June 2009: 4.4%) Total 6.0% (June 2009: 5.4%) Vacancy levels have increased from 5.4% at 30 June 2009 to 6.0% at 31 December 2009. Approximately 1.1% of the 6.0% is in four new office developments and two new industrial developments that came on stream over the last year. This is high quality space in good locations and should provide some upside when the economy recovers and letting improves. Since the last quarter of 2008, there has been a marked slow-down in economic activity and it is taking longer than anticipated to let vacant space. ARREARS At the end of December 2009, total arrears amounted to R57,9 million (June 2009: R36,4 million) and a provision of R20,7 million (June 2009: R16,7 million) has been raised for potential bad debts. For the six months ended December 2009 the total bad debts expense amounted to R9,7 million (December 2008: R6,2 million). ACQUISITIONS AND DISPOSALS In December 2009, GOZ acquired another industrial property in Goulburn, at a forward yield of 9.9%. The acquisition was funded from existing syndicated debt facilities provided by financial institutions for AUD 65,5 million (R431 million). The purchase price, net of a deposit, was only payable on 1 February 2010 but was included in trade and other payables (R410 million). In South Africa, an industrial property was acquired for R50 million in December 2009 at a forward yield of 11.3%. Four properties were disposed of in the current period for R379 million. BORROWINGS At 31 December 2009, the loan to value ratio (LTV) measured by dividing the nominal value of interest-bearing borrowings less cash by the fair value of property assets, including investment property held for sale, was 32.6% (30 June 2009: 32.2%). Excluding GOZ, the LTV decreases to 30.2%. 118.3% of interest-bearing debt was fixed at a weighted average rate of 10.3% (including margin) for a weighted average of 8.0 years at 31 December 2009. It is intended to reduce the over-hedged position to below 100%. SHARE AND DEBENTURE CAPITAL The authorised share capital is R100 000 000 divided into two billion ordinary shares of five cents each. Each ordinary share is linked to ten variable rate debentures of 250 cents each. The ordinary shares and debentures trade as linked units on the JSE. In terms of the debenture trust deed, the interest payable on the debenture component of the linked unit is always 1 000 times greater than the dividend payable per ordinary share. 96 637 537 new Growthpoint linked units were issued in September 2009 to fund the acquisition of GOZ. A further 41 865 537 linked units were issued in September 2009 to those Growthpoint linked unitholders who elected to reinvest their 2009 final distribution. The linked units were issued at R13,09 and R12,90 respectively. CHANGES TO THE BOARD Mrs Lynette Finlay and Mrs Mpume Nkabinde have been appointed as non-executive directors of Growthpoint with effect from 4 November 2009. PROSPECTS It is expected that growth in distributions for the full year will be in line with the growth rate achieved in the six months ended 31 December 2009. This profit forecast has not been reviewed or reported on by Growthpoint`s auditors. DIVIDEND AND INTEREST PAYMENT Notice is hereby given of interim dividend declaration number 47 of 0.059 cents and debenture interest payment number 47 of 59.041 cents per linked unit totalling 59,1 cents per linked unit for the six months ended 31 December 2009. Timetable for interim distribution: 2010 Last day to trade "cum" the interim Friday, 12 March distribution Linked units commence trading "ex" the interim Monday, 15 March distribution Record date to participate in the interim Friday, 19 March distribution Payment date of the interim distribution Tuesday, 23 March No dematerialisation or rematerialisation of Growthpoint linked unit certificates may take place between Monday, 15 March 2010 and Friday, 19 March 2010, both days inclusive. By order of the Board Growthpoint Properties Limited 23 February 2010 Directors JF Marais (Chairman) HSP Mashaba (Deputy Chairman) LN Sasse* (Chief Executive Officer) EK de Klerk* MG Diliza PH Fechter L Finlay JC Hayward HS Herman R Moonsamy BPN Nkabinde SM Snowball* CG Steyn JHN Strydom FJ Visser *Executive Transfer secretary: Computershare Investor Services (Pty) Limited (Registration number 2004/003647/07) Ground Floor, 70 Marshall Street, Johannesburg, 2001 PO Box 61051, Marshalltown, 2107 Registered office The Place, 1 Sandton Drive, Sandton, 2196 PO Box 78949, Sandton, 2146 Sponsor: Investec Bank Limited 100 Grayston Drive, Sandown Sandton, 2196 PO Box 78949, Sandton, 2146 www.growthpoint.co.za Green Building Council Property Loan Stock Association Date: 24/02/2010 11:00:04 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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