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Notice of General Meetings
Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Linked unit code: GRT ISIN ZAE000037669
(“Growthpoint”)
GENERAL MEETINGS RELATING TO THE APPROVAL OF GROWTHPOINT’S NEW MEMORANDUM OF
INCORPORATION AND, PURSUANT TO GROWTHPOINT’S COVERSION TO A REAL ESTATE
INVESTMENT TRUST, AUTHORISATION TO PROVIDE FOR THE CONVERSION OF GROWTHPOINT’S
LINKED UNIT CAPITAL STRUCTURE TO AN ALL EQUITY CAPITAL STRUCTURE
The circular, setting out, inter alia, the rationale for the adoption of Growthpoint’s new
Memorandum of Incorporation (“MOI”) and the conversion of Growthpoint from a Property Loan
Stock (“PLS”) to a Real Estate Investment Trust (“REIT”) was posted to shareholders on
Wednesday, 29 May 2013.
The general meeting of Growthpoint debenture holders, which will be followed immediately by a
general meeting of Growthpoint linked unitholders, will be held at 09:30 on Friday, 28 June 2013
at Growthpoint’s Training Centre, 1st Floor, Block A, Sandton Close 2, Corner 5th and Norwich
Close, Sandton, Johannesburg. The general meetings are being called for the purposes of
approving the resolutions required for:
• The approval and adoption of Growthpoint’s new MOI which is aligned with the Companies
Act;
• The increase in the number of Growthpoint’s authorised shares from 2 billion to 4 billion;
and
• The conversion of Growthpoint’s existing linked unit capital structure to an all equity
capital structure in order to align Growthpoint’s linked unit capital structure with the pre-
eminent capital structures of international REITs.
The JSE has approved Growthpoint’s application for REIT status with effect from 1 July 2013.
The salient dates for the general meetings, also contained in the circular, are as follows:
Circular and notices of the general meetings posted to Wednesday, 29 May
unitholders 2013
Notices convening the general meetings published in the South
African press Thursday, 30 May 2013
Last day to trade in Growthpoint linked units in order to be
recorded in Growthpoint’s securities register to vote at the
general meetings Thursday, 13 June 2013
Record date to be entitled to attend, participate in and vote at
the general meetings by close of trading Friday, 21 June 2013
Proxy forms for the general meetings to be received by 09h30 Thursday, 27 June 2013
General meeting of debenture holders held at 09h30 Friday, 28 June 2013
General meeting of linked unitholders held immediately after Friday, 28 June 2013
the general meeting of debenture holders
Special resolutions submitted to CIPC for filing Friday, 28 June 2013
Results of the general meetings released on SENS Friday, 28 June 2013
Results of the general meetings published in the South African
press Monday, 1 July 2013
Publication of finalisation announcement on SENS Friday, 19 July 2013
Last day to trade in existing linked units on the JSE prior to the
delinking of the Growthpoint linked units and the capitalisation
of the Growthpoint debentures Friday, 26 July 2013
Trading in delinked Growthpoint ordinary shares under the new
ISIN:ZAE000179420 and the existing code of GRT commences Monday, 29 July 2013
Record date for the delinking of the Growthpoint linked units
and the capitalisation of the Growthpoint debentures and their
replacement with ordinary shares at the close of business Friday, 2 August 2013
Dematerialised shareholders will have their accounts updated at
their CSDP or Broker Monday, 5 August 2013
Date of issue of new replacement share certificates provided
that the old linked unit certificates have been surrendered by
12:00 on Friday, 2 August 2013 (any certificated linked units
surrendered after this date will be replaced within 5 (five)
business days after receipt by the Transfer Secretaries) Monday, 5 August 2013
Notes:
a) All dates and times may be changed by Growthpoint, subject to the approval of the JSE. Any
change will be published on SENS and in the South African press.
b) All times given in this circular are local times in South Africa.
c) Linked unitholders should note that, as transactions in Growthpoint linked units are settled in
the electronic settlement system used by Strate, settlement of trades takes place 5 (five)
business days after such trade. Therefore, persons who acquire Growthpoint linked units after
Thursday, 13 June 2013 will not be eligible to vote at the general meetings.
d) If the general meetings are adjourned or postponed, forms of proxy submitted for the initial
general meetings will remain valid in respect of any adjournment or postponement of the
general meetings.
e) No dematerialisation of linked unit certificates may take place after Friday, 26 July 2013.
Sandton
29 May 2013
Sponsor and Investment Bank to Growthpoint
Investec Bank Limited
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