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Announcement regarding Possible Partial Offer and Subscription for Shares by Growthpoint
Growthpoint Properties Limited
Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code: GRT ISIN ZAE000179420
("Growthpoint")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE UK CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.
THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE
TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
Announcement regarding Possible Partial Offer and Subscription for Shares by Growthpoint
Growthpoint notes the announcement made by Capital & Regional plc (“Capital & Regional”)
regarding Growthpoint acquiring a majority stake in Capital & Regional through a combination of a
partial offer in cash for Capital & Regional shares and an injection of capital to support Capital &
Regional’s strategy through a subscription for new Capital & Regional shares (“Possible Transaction”).
Growthpoint confirms that it is in discussions with Capital & Regional regarding the Possible
Transaction.
There can be no certainty that a partial offer and subscription for new Capital & Regional shares will
be made, nor as to the terms of any such transactions. A further announcement will be made as
appropriate.
As a result of the announcement made by Capital & Regional and in accordance with Rule 2.6(a) of
the Code, Growthpoint is required, by no later than 5.00 p.m. on 9 October 2019, being the 28th day
following the date of this announcement, to either announce a firm intention to make an offer for
Capital & Regional in accordance with Rule 2.7 of the Code or to announce that it does not intend to
make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of
the Code applies. This deadline will only be extended with the consent of the Takeover Panel, in
accordance with Rule 2.6(c) of the Code.
11 September 2019
Goldman Sachs International
Financial advisor to Growthpoint
Investec Bank Limited
Sponsor to Growthpoint
Enquiries:
Growthpoint Properties Limited
Lauren Turner (Investor Relations) +27 11 944 6000
Important notices
This announcement is not intended to and does not constitute or form any part of an offer to buy or
the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any
securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of
this announcement in whole or in part in, into or from certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions should inform themselves about and observe such restrictions.
Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA
in the United Kingdom, is acting as financial adviser to Growthpoint and no one else in connection
with the matters described in this Announcement and will not be responsible to anyone other than
Growthpoint for providing the protections afforded to clients of Goldman Sachs International, or for
giving advice in connection with the matters described in this Announcement or any matter referred to
herein. Neither Goldman Sachs International nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs International in
connection with this Announcement or any matter referred to herein.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be published (subject to
certain restrictions relating to persons resident in restricted jurisdictions) at www.growthpoint.co.za by
no later than 12 noon (London time) on the business day following this announcement. The content of
the website referred to above is not incorporated into and does not form part of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than
an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person’s interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must
be made by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class
of relevant securities of the offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and
of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities
in issue, when the offer period commenced and when any offeror was first identified. You should
contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to
whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Date: 11/09/2019 08:09:00
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