GROWTHPOINT PROPERTIES LIMITED - Offer of Growthpoint to acquire all of the property assets of Fountainhead Property Trust and Renewal of Cautionary

Offer of Growthpoint to acquire all of the property assets of Fountainhead Property Trust and 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



Growthpoint linked unitholders are referred to the announcement released on SENS on 23 October 2012 which
detailed the terms of the Offer, as well as the subsequent announcement released on SENS on 15 November
2012 setting out the terms of the amended Offer.

Growthpoint has received a letter from the chairman of the board of directors of Fountainhead Property Trust
Management Limited (“Manco”) informing Growthpoint that the independent committee of the board of directors
of Manco (the “Independent Committee”) has decided to engage with Redefine Properties Limited in relation to
its revised proposal to acquire the properties of Fountainhead (the “Redefine Proposal”) on an exclusive basis
(the “Response Letter”).

Growthpoint finds it difficult to understand how the Independent Committee could have come to the conclusion
that pursuing the Redefine Proposal, to the exclusion of the Offer, was in the best interests of Fountainhead
unitholders, particularly considering that:
     1. the Offer remains at a 4% premium to the Redefine Proposal as at 12 December 2012, which equates
          to a total value of c.R372 million and therefore remains superior to the Redefine Proposal;
     2. the Offer is subject to materially the same conditionality as that of the Redefine Proposal other than a
          due diligence investigation of the properties of Fountainhead, which is normal for a transaction in the
          nature of the Offer; and
     3. the Independent Committee has obtained legal advice confirming that it is legally permissible for it to
          engage and conclude a transaction with Growthpoint.

The Response Letter and the Fountainhead SENS announcement published on 13 December 2012, indicates
that the Independent Committee was guided by, inter alia, the following matters in reaching the decision to
pursue the Redefine Proposal on an exclusive basis:
      1. Growthpoint’s requirement for a due diligence investigation of the properties of Fountainhead and the
          price adjustment mechanism related thereto; and
      2. the risks associated with threatened litigation as well as the resultant delays and costs of
          consummating a transaction with any other person.

In relation to the requirement to conduct a due diligence investigation, Growthpoint would like to point out that it
provided the Independent Committee and its advisors with the information that it would require for purposes of
conducting a due diligence investigation on 7 November 2012. If the due diligence investigation was commenced
around this date, it would now be close to completion. In addition, considering that the published forecast
distributions of Fountainhead for the years ending 30 September 2013 and 2014 were below consensus,
Growthpoint would assume that the board of directors of Manco would have sufficient confidence in these
published forecasts that the likelihood of any price adjustment would be remote and therefore should not be a
consideration when assessing the Offer.

The reference to threatened litigation, as emphasised by the Independent Committee in the Response Letter and
subsequent Fountainhead SENS announcement, appears to have weighed heavily on its decision to pursue the
Redefine Proposal on an exclusive basis. Growthpoint believes it is incumbent on the Independent Committee to
disclose publicly the nature of these threats, the arguments on which they are based and its own legal advice in
relation thereto. It is Growthpoint’s view that this threat of litigation impacted heavily on the Independent
Committee’s assessment of the Offer and the manner in which it exercised its powers, which should at all times
be exercised in the best interests of Fountainhead unitholders. It is further Growthpoint’s view that Fountainhead
unitholders are being prejudiced by the existence of a conflict of interest which is inherent in the Manco structure.

Growthpoint is considering the Response Letter and the subsequent Fountainhead SENS announcement and is
evaluating its options, including continued engagement with the relevant stakeholders, namely the Financial
Services Board, the Trustee of Fountainhead, being FirstRand Bank Limited, and unitholders of both
Fountainhead and Growthpoint.

Renewal of cautionary announcement

Further to the renewal of the cautionary announcement released on SENS on 15 November 2012, Growthpoint
linked unitholders are advised to continue exercising caution when dealing in their linked units until a full
announcement is made.


14 December 2012

              Investment bank                                                Sponsor
         Investec Corporate Finance                                    Investec Bank Limited

              Legal advisers
          Glyn Marais Incorporated

Date: 14/12/2012 04:10:00 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.