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GROWTHPOINT PROPERTIES LIMITED - Notice of general meeting, updated timetable, updated pro forma financial effects and cautionary announcement

Release Date: 10/09/2013 17:50
Code(s): GRT     PDF:  
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Notice of general meeting, updated timetable, updated  pro forma financial effects and cautionary announcement

Growthpoint Properties Limited
REIT status approved
(Incorporated in the Republic of South Africa)
Registration number 1987/004988/06
ISIN: ZAE000179420
JSE Share code: GRT
("Growthpoint” or "the Company")

NOTICE OF GENERAL MEETING RELATING TO THE APPROVAL OF THE SPECIFIC
REPURCHASES, UPDATED TIMETABLE, UPDATED PRO FORMA FINANCIAL EFFECTS
RELATING TO THE SPECIFIC REPURCHASES AND CAUTIONARY ANNOUNCEMENT

Growthpoint hereby announces that the specific repurchase of 8,500,000
Growthpoint shares by Growthpoint Management Services Proprietary Limited
(“Phatsima Specific Repurchase”) and the acquisition of 8,000,000
Growthpoint shares by the Growthpoint Staff Incentive Scheme Trust from
Phatsima Properties Proprietary Limited (“Phatsima”) as announced on SENS
on 28 June 2013 shall proceed as per the updated timetable as indicated
below.

Following the Phatsima Specific Repurchase Phatsima will have an indirect
beneficial interest in a maximum of 5,500,000 Growthpoint shares.

Regarding the SENS announcement published on 30 June 2013 in connection
with the specific repurchase of up to 23,333,333 shares beneficially
owned by Unipalm Investment Holdings Limited (“Unipalm”) through Quick
Leap Investments 429 Proprietary Limited (“Quick Leap”), Amabubesi
Investments Proprietary Limited (“Amabubesi”) has elected to acquire
3,850,000 additional Growthpoint shares previously being acquired by
Growthpoint, and Unipalm has elected to retain a direct beneficial
holding of 2,500,000 Growthpoint shares, which shares will not be held by
Quick Leap. This reduces the total specific repurchase by Growthpoint
from Unipalm to 16,983,333 shares, which is subject to the same material
terms as announced on 30 June 2013 (“Unipalm Specific Repurchase”). The
Unipalm Specific Repurchase shall be subject to the updated timetable as
indicated below.

(The Phatsima Specific Repurchase and the Unipalm Specific Repurchase
shall be referred to collectively as the “Specific Repurchases”
throughout this announcement.)

Regarding the SENS announcement published on 30 June 2013 in connection
with the specific repurchase by Growthpoint of 3,000,000 shares
beneficially owned by Desert Wind Properties 84 Proprietary Limited
(“Desert Wind”) through Quick Leap, due to Amabubesi electing to acquire
all of the shares to be sold by Desert Wind to the AMU Trust
beneficiaries, such specific repurchase by Growthpoint from Desert Wind
is henceforth terminated.

Following the Unipalm Specific Repurchase and the transactions between
Quick Leap, Amabubesi, Miganu Investment Holdings Proprietaary limited
(“Miganu”), Unipalm and Desert Wind, Amabubesi and Miganu will have an
indirect beneficial interest in Quick Leap of 37,183,333 and 43,333,333
Growthpoint shares respectively while Unipalm and Desert Wind will no
longer have any interest in Quick Leap.

NOTICE OF GENERAL MEETING

The circular setting out, inter alia, the rationale for implementation of
the Specific Repurchases and the terms of the Specific Repurchases was
posted to shareholders on Tuesday, 10 September 2013.

The general meeting of Growthpoint shareholders will be held at 09:30 on
Thursday, 10 October 2013 at Growthpoint’s head office, The Place, 1
Sandton Drive, Sandown, Sandton, Johannesburg. The purpose of the general
meeting is to approve the resolutions required for:
   -     Specific authority to implement the specific repurchase of
         16,983,333 Growthpoint shares beneficially owned by Unipalm; and

   -     Specific authority to implement the specific repurchase of
         8,500,000 Growthpoint shares beneficially owned by Phatsima.

The salient dates for the general meeting, also contained in the
circular, are as follows:

                                                                    2013
Record date for posting of circular to shareholders        Friday, 30 August

Circular and notices of the general meeting posted         Tuesday, 10 September
to shareholders

Last day to trade in Growthpoint shares in order to        Friday, 27 September
be recorded in Growthpoint’s securities register to
vote at the general meeting

Record date to be entitled to attend, participate in       Friday, 4 October
and vote at the general meeting, by close of trading

Proxy forms for the general meeting to be received         Tuesday, 8 October
by 09h30

General meeting of shareholders held at 09h30              Thursday, 10 October

Results of the general meeting released on SENS            Thursday, 10 October

Notes:

   a. All dates and times are subject to change by Growthpoint. Any
      change will be published on SENS.

   b. Shareholders should note that, as transactions in Growthpoint
      shares are settled in the electronic settlement system used by
      Strate, settlement of trades takes place 5 (five) business days
      after such trade. Therefore, shareholders who acquire Growthpoint
      shares after Friday, 27 September 2013 will not be eligible to vote
      at the general meeting.

   c. All times given in this announcement are local times in South
      Africa.

UPDATED PRO FORMA FINANCIAL EFFECTS OF THE SPECIFIC REPURCHASES

The table below sets out the pro forma financial effects of the Specific
Repurchases based on the audited Growthpoint results for the year ended
30 June 2013. The pro forma financial effects have been prepared in
accordance with the applicable criteria as detailed in paragraphs 8.15 to
8.33 of the JSE Listings Requirements and the SAICA Guide on Pro Forma
Financial Information, revised and issued in September 2012. The
accounting policies used to prepare the pro forma financial effects are
consistent with those applied in the preparation of the financial
statements for the year ended 30 June 2013.

The pro forma financial effects have been prepared for illustrative
purposes only, in order to provide information on how the Specific
Repurchases may have affected the financial results and position of a
shareholder and, because of their nature, may not give a true reflection
of the actual financial effects of the Specific Repurchases. The pro
forma financial effects are the responsibility of the directors of
Growthpoint.

The table below sets out the pro forma financial effects of the Specific
Repurchases on the basic earnings, headline earnings, distributable
earnings, net asset value and tangible net asset value per Growthpoint
share for the year ended 30 June 2013.
        Per share                 Before    Adjustments          After        %
                                Specific                      Specific   Change
                             Repurchases                   Repurchases
                              (  cents)1                       (cents)2
Basic earnings                    (53.18)       (0.73)        (53.91)     (1.4%)
Headline earnings                  138.67         1.73         140.40       1.2%
Distributable earnings             149.00         0.53         149.53       0.4%
Net asset value                     1,943          (5)          1,938      (0.2%)
Tangible net asset value            1,937          (4)          1,933      (0.2%)
Weighted average number     1,891,558,328 (25,483,333)  1,866,074,995      (1.3%)
of shares in issue
Diluted weighted average    1,891,558,328 (25,483,333) 1,866,074,995       (1.3%)
number of shares in issue

Notes to the pro forma financial effects:

1. The "Before the Specific Repurchases" column reflects:

   a. The basic earnings, headline earnings and distributable earnings
      per share for the year ended 30 June 2013.

   b. The net asset value and the tangible net asset value per share as
      at 30 June 2013 based on the total number of shares in issue of
      1,891,558,328.

2. The “After the Specific Repurchases” column reflects:

   a. The combined financial effects of the Specific Repurchases.

   b. It is assumed that 25,483,333 shares are repurchased for a total
      consideration of R547,891,660, with effect from 1 July 2012 for
      earnings per share purposes and as at 30 June 2013 for net asset
      value and tangible net asset value per share purposes.

   c. Once-off net transaction costs assumed in respect of the Specific
      Repurchases of approximately R5,478,917 have been taken into
      account. Securities Transfer Tax is not payable as Growthpoint is a
      REIT. Such transaction costs are being financed through unutilised
      debt facilities.

   d. Long-term borrowings have been increased by an amount of
      R436,305,298 to reflect the additional borrowings incurred to fund
      the Specific Repurchases. The Specific Repurchases are assumed to
      be funded from existing debt facilities that have not been
      utilised.

   e. Mezzanine finance lent by Growthpoint to the SPV’s (as defined in
      the circular and relating to the Phatsima Specific Repurchase) and
      Quick Leap shall be repaid to the extent of R111,586,362. The SPV’s
      mezzanine finance is currently earning interest of 10.35% per annum
      and Quick Leap mezzanine finance is currently earning interest of
      15% per annum, providing total foregone interest of R10,685,024.

   f. Earnings have been decreased by the net finance charges assumed as
      a result of the Specific Repurchases of R38,176,714 which are based
      on an assumed interest rate of 8.75% and net debt assumed of
      R436,305,298. This effect is expected to be of a continuing nature.
      A distribution of R19,443,783 accrues to Growthpoint as the shares
      are being acquired cum dividend.

   g. The weighted average number of shares and the diluted weighted
      average number of shares have been adjusted for the 25,483,333
      shares repurchased, which are assumed to be held as treasury shares
      after the Specific Repurchases.

   h. Basic earnings per share can be reconciled to headline earnings per
      share by including in the basic earnings per share a fair valuing
      of the mezzanine finance advanced by Growthpoint to the SPV’s and
      Quick Leap totaling R39,680,313, and removing a fair valuing of the
      swap contracts relating to the mezzanine finance advanced to the
      SPV’s and Quick Leap totaling R12,378,339.

3. All adjustments with the exception of transaction costs are expected
to have a continuing effect.

4. The directors of Growthpoint are not aware of any unpublished
subsequent events post 30 June 2013 that are likely to have a significant
impact on the above financial effects.

5. The independent reporting accountants’ reasonable assurance report on
the pro forma financial effects is set out in Annexure I to the circular.

Cautionary announcement

Shareholders are advised that the Company has entered into negotiations
which, if successfully concluded, may have a material effect on the price
of the Company's securities. Accordingly, shareholders are advised to
exercise caution when dealing in the Company’s securities until a further
announcement is made.

Sandton
Tuesday, 10 September 2013

Corporate Advisor and Sponsor
Investec Bank Limited

Independent Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited

Date: 10/09/2013 05:50:00 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.

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