GROWTHPOINT PROPERTIES LIMITED - Renewal of cautionary

Renewal of cautionary

Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Linked unit code: GRT ISIN ZAE000037669
(“Growthpoint”)


OFFER BY GROWTHPOINT TO ACQUIRE ALL OF THE PROPERTY ASSETS OF FOUNTAINHEAD
PROPERTY TRUST (“FOUNTAINHEAD”) (THE “OFFER”) AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT



Growthpoint linked unitholders are referred to the announcement released on SENS on 23 October 2012 which
detailed the terms of the Offer.

Growthpoint linked unitholders are advised that pursuant to the release by Fountainhead of its audited final
results for the year ended 30 September 2012 which included the forecast income distributions for the years
ending September 2013 and September 2014, Growthpoint has submitted an amended offer letter to the board
of directors of Fountainhead Property Trust Management Limited (as manager of Fountainhead Property Trust)
(“Manco”), wherein Growthpoint sets out the following in relation to the Offer ratio and due diligence which
Growthpoint intends to perform:

    a)   The Offer ratio remains unchanged at 35 Growthpoint linked units for every 100 Fountainhead
         participatory units in existence at the effective date, notwithstanding the fact that the forecast income
         distribution for the year ending 30 September 2013 is approximately 5% lower than the I-Net
         consensus forecast, and the forecast income distribution for the year ending 30 September 2014 is
         approximately 7% lower than the I-Net consensus forecast, which formed the basis of the original
         Growthpoint Offer ratio.

    b)   i. To the extent Growthpoint determines in the Due Diligence Investigation that the sustainable income
         distribution per Fountainhead unit for year ending 30 September 2013 is likely to be less than the
         published forecast income distribution per Fountainhead unit of 55.83 cents, Growthpoint will adjust
         the Offer ratio downwards by 0.313 Growthpoint units per 100 Fountainhead units for every 0.5 cents
         by which the income distribution per Fountainhead unit is less than the forecast.

         ii. To the extent that Growthpoint determines in the Due Diligence Investigation that the income
         distribution per Fountainhead unit for the year ending 30 September 2014 is likely to be less than the
         published forecast income distribution per Fountainhead unit of 59.85 cents, for reasons arising
         subsequent to the year ending 30 September 2013, Growthpoint will adjust the Offer ratio downwards
         by 0.292 Growthpoint units per 100 Fountainhead units for every 0.5 cents by which the income
         distribution per Fountainhead unit is less than the forecast.

         iii. To the extent concerns are identified in the Due Diligence Investigation which are likely to have an
         impact on value of greater than 5% (“NAV Difference”) of the reported tangible net asset value of
         R8,063 million as at 30 September 2012, Growthpoint will adjust the Offer ratio downwards by 0.313
         Growthpoint units per 100 Fountainhead units for every R92 million of the total Rand value of the NAV
         Difference.

Renewal of cautionary announcement

Further to the cautionary announcement released on SENS on 23 October 2012, Growthpoint linked unitholders
are advised that negotiations are still in progress which, if successfully concluded, may have a material effect on
the price of Growthpoint’s linked units.

Accordingly, Growthpoint linked unitholders are advised to continue exercising caution when dealing in their
linked units until a full announcement is made.
15 November 2012

            Investment bank               Sponsor
       Investec Corporate Finance   Investec Bank Limited

            Legal advisers
        Glyn Marais Incorporated

Date: 15/11/2012 07:20:00 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.