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GRT - Growthpoint Properties Limited - Recommended offer for all the units in Rabinov Property Trust by Growthpoint Properties Australia Growthpoint Properties Limited (Incorporated in the Republic of South Africa) (Registration number 1987/004988/06) Share code: GRT ISIN ZAE000037669 ("Growthpoint") RECOMMENDED OFFER FOR ALL THE UNITS IN RABINOV PROPERTY TRUST BY GROWTHPOINT PROPERTIES AUSTRALIA 1 INTRODUCTION Growthpoint Properties Australia ("GOZ") has announced on the Australian Securities Exchange ("ASX") that it is making a scrip-for-scrip off-market takeover offer ("Offer") to acquire all of the units in Rabinov Property Trust ("Rabinov"). In terms of the Offer, Rabinov unitholders will receive 0.48 GOZ stapled securities for each Rabinov unit held and a special distribution of 2.3 cents per Rabinov unit ("Transaction"). The Transaction has been unanimously recommended by the Rabinov board and the Rabinov major unitholder, who has an interest in 83% of the Rabinov units, will accept the Offer. The recommendation and acceptance by the major unitholder is subject to there being no superior offer and to the independent expert concluding that the offer is reasonable. The Transaction is conditional, inter alia, on approval by Rabinov`s unitholders. Post the completion of the Transaction, GOZ intends to undertake a renounceable rights issue, the details of which are discussed in paragraph 3 below. 2 DETAILS OF Rabinov Rabinov is a diversified property trust with 12 properties in the Industrial and Office sectors. The aggregate value of its property assets is $234.5m. Certain of Rabinov`s properties are excluded from the Transaction with the result that only 6 properties valued at $184m will form part of the Transaction ("Rabinov Properties"). Office properties make 89% of the Rabinov Properties which are located in Victoria, South Australia and Tasmania. The major tenants include General Electric, Bridgestone and Westpac Bank. On conclusion of the Transaction, the GOZ property portfolio will have 38 properties valued at $1,175.5m with GOZ`s Office exposure increasing from 18% to 29%. The balance of the GOZ property portfolio is Industrial. The Rabinov Properties are 100% occupied and have a weighted average lease expiry ("WALE") of 7.4 years. The initial income yield related to these properties is 8.3%. The Transaction supports GOZ`s strategy to diversify its property portfolio and to acquire quality properties with long WALE, high occupancy and annual rental growth adjustments. 3 DETAILS OF THE RIGHTS OFFER On completion of the Transaction, GOZ will undertake a renounceable rights issue, ("Rights Offer") to raise $80.7m at an issue price of $1.90 per GOZ security. The proceeds from the Rights Offer will be utilised to reduce gearing and to fund the Transaction costs. The Rights Offer will be fully underwritten by Growthpoint. The gearing in GOZ following the completion of the Rights Offer in the merged group is expected to reduce from 54.0% to 50.4%. Based upon GOZ`s pro forma forecast distribution for FY2012 of 17.5 cents per GOZ security, and a GOZ price of $1.90 per security, the Rights Offer will provide securityholders of the merged group a pro forma distribution yield of 9.2%. 4 Growthpoint participation in the Rights offer Growthpoint, which currently has an interest of approximately 67.6% in GOZ, has given an undertaking to GOZ that it will take up its pro-rata entitlement under the Rights Offer, in addition to being the underwriter of the Rights Offer. 5 INDICATIVE TIMING OF THE TRANSACTION It is anticipated that the Offer will close in June 2011, and the Rights Offer will occur thereafter. An announcement containing all details relating to the Transaction and Rights Offer was released on the ASX on 13 April 2011. A copy of the announcement is available at the ASX website at www.asx.com.au. Further details on GOZ are available at www.growthpoint.com.au. 18 April 2011 Johannesburg Sponsor and Investment Bank to Growthpoint: Investec Bank Limited Date: 18/04/2011 11:54:02 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.
