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GROWTHPOINT PROPERTIES LIMITED - Proposed Eurobond Issue and Financial Assistance to Subsidiary

Release Date: 13/04/2018 14:30
Code(s): GRT
Wrap Text
Proposed Eurobond Issue and Financial Assistance to Subsidiary

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


PROPOSED EUROBOND ISSUE AND FINANCIAL ASSISTANCE TO SUBSIDIARY


With reference to Growthpoint’s announcement on 7 December 2017 regarding its
decision to proceed with a Eurobond issue in the New Year, Growthpoint, via its wholly-
owned subsidiary Growthpoint Properties International (Pty) Ltd (“GPI”), is seeking to
issue a EUR or USD denominated Eurobond. A portion of the proceeds to be raised will
be utilised to participate in the issue of new ordinary shares by Griffin Premium Re.. N.V.
(“GPRE”), as announced yesterday.

Accordingly, Growthpoint, as guarantor, has mandated joint bookrunners to arrange a
series of fixed income investor meetings in the US and the UK commencing on 17 April
2018, for a subsequent offering of a EUR or USD denominated 144A/Reg S Eurobond
with a five to seven year maturity, subject to market conditions (FCA/ICMA stabilisation
will apply).

In terms of section 45(5) of the Companies Act, 71 of 2008, as amended (“the Companies
Act”) notice is hereby provided to shareholders that, by virtue of the authority granted by
shareholders at the Company’s annual general meeting held on 14 November 2017,
Growthpoint’s Board passed resolutions on 11 April 2018 to grant financial assistance to
GPI, as contemplated in section 45 (2) of the Companies Act, by way of a guarantee in
respect of the note issuance to be conducted by GPI, as referred to in this
announcement.

At the time of passing the resolutions, the Board ensured that the Company would
satisfy the solvency and liquidity test contemplated in section 4 of the Companies Act
at the time of providing this financial assistance, that the Company has complied with
its Memorandum of Incorporation and the Companies Act, and that the terms upon
which the financial assistance was granted are fair and reasonable to the Company.

Note:
This communication is not an offer of securities for sale in the United States, Australia,
Canada, Japan or any other jurisdiction. Growthpoint Properties International (Pty) Ltd
(the “Issuer”) and Growthpoint Properties Limited (the “Guarantor”) have not registered,
and do not intend to register, securities in any of these jurisdictions or to conduct a public
offering of securities in any of these jurisdictions. In particular, no securities of the Issuer
or the Guarantor referred to in this announcement have been or will be registered under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), and such securities
may not be offered, sold or delivered within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except
pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable state securities
laws. In the United States, the offer is being made only to “qualified institutional buyers”
as defined in and in reliance on Rule144A under the Securities Act who are also “qualified
purchasers” as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of
1940, as amended, or another available exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. Outside the United
States, the offer is being made to persons other than “U.S. persons” in accordance with
Regulation S under the Securities Act. Prospective purchasers are hereby
notified that the sellers or issuers of the securities may be relying on the exemption from
the      registration     requirements        of     the    Securities      Act   provided
by Rule 144A of the Securities Act or another available exemption from registration.

This announcement does not constitute an offer to the public in South Africa and no
prospectus will be registered in South Africa in connection with the relevant securities.

A copy of this notice has also been made available on the Company’s website at:
http://www.growthpoint.co.za/Pages/InvestorLanding.aspx

Sandton

13 April 2018
Sponsor: Investec Bank Limited

Date: 13/04/2018 02:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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