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GROWTHPOINT PROPERTIES LIMITED - Decision to Withdraw the Growthpoint Offer for the Property Assets of Fountainhead and Withdrawal of Cautionary

Release Date: 30/05/2013 10:45
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Decision to Withdraw the Growthpoint Offer for the Property Assets of Fountainhead and Withdrawal of Cautionary

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


DECISION TO WITHDRAW THE GROWTHPOINT OFFER FOR THE PROPERTY ASSETS OF FOUNTAINHEAD 
AND WITHDRAWAL OF CAUTIONARY


Growthpoint linked unitholders are referred to the various announcements released on SENS in relation to the
offer by Growthpoint (the “Growthpoint Offer”) to acquire the property assets of Fountainhead Property Trust
(“Fountainhead”), the respective announcements released on SENS by Redefine Properties Limited
(“Redefine”) in relation to Fountainhead, and the announcements released on SENS by Fountainhead, wherein
the Independent Committee of Fountainhead Property Trust Management Limited (the “Independent
Committee”) resolved to terminate its engagement with Growthpoint in relation to the Growthpoint Offer
(collectively the “Fountainhead Process”).

As previously indicated Growthpoint is of the view that during the Fountainhead Process, Redefine acted in
breach of legislation and regulations, including, inter alia, the Collective Investment Schemes Control Act
("CISCA") and the Listings Requirements of the JSE Limited (“JSE”), which seek to ensure the protection of
investors’ rights. It was in this context that Growthpoint requested a ruling from the JSE that Redefine be deemed
a related party and accordingly be precluded from voting its participatory interests in Fountainhead in respect of
the required amendment to the trust deed of Fountainhead and for the category 1 transaction for the Growthpoint
Offer. Notwithstanding the request for ruling and further correspondence between the JSE and Growthpoint, the
JSE declined the ruling due to it not having the authority to consider or make such a ruling for the amendment to
the trust deed and ruled that it did not deem Redefine to be a related party in relation to the Growthpoint offer.
Growthpoint is not in agreement with the JSE’s decision and maintains its view that Redefine be precluded from
voting on any resolutions relating to the Growthpoint Offer, including the amendments to the trust deed of
Fountainhead. Growthpoint will therefore refer this matter to the Financial Services Board ("FSB") as regulator of
the JSE in order to obtain clarity on whether the JSE proceeded on a correct interpretation of the Listings
Requirements insofar as its powers are concerned.

The consequence of this, from a Fountainhead unitholders perspective, is that the majority of Fountainhead
unitholders have been denied the opportunity to consider and vote on the Growthpoint Offer, which would have
entailed a premium of R1 129 million to the Fountainhead closing price of 28 May 2013.

Considering the above, combined with the actions of the Independent Committee in terminating its engagement
with Growthpoint, Growthpoint has concluded that it is appropriate to withdraw the Growthpoint Offer at this
point.

Growthpoint will continue to engage with the regulators and major independent unitholders of Fountainhead and
will reassess its alternatives at the time when it has greater clarity as to the definitive position of, in particular, the
FSB (as both the regulator of Collective Investment Schemes and of the JSE).

WITHDRAWAL OF CAUTIONARY

In light of the aforementioned and Growthpoint’s decision to withdraw the Growthpoint Offer, Growthpoint linked
unitholders are no longer advised to exercise caution when dealing in Growthpoint linked units.



30 May 2013
Sandton

Investment bank                                 Sponsor
Investec Corporate Finance                      Investec Bank Limited

Legal advisers
Glyn Marais Incorporated

Date: 30/05/2013 10:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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