Wrap Text
GRTI - Results of the Accelerated Bookbuild
GROWTHPOINT PROPERTIES LIMITED
(Incorporated with limited liability in the Republic of South Africa under registration number 1987/004988/06)
(Bond issuer code: GRTI)
(“Growthpoint” or the “Company”)
THIS ANNOUNCEMENT (“ANNOUNCEMENT”) IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OF AMERICA OR IN ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD REQUIRE APPROVAL OF LOCAL AUTHORITIES
OR OTHERWISE BE UNLAWFUL (EACH, A “RESTRICTED JURISDICTION”). THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR
JAPAN, OR IN ANY RESTRICTED JURISDICTION. PLEASE SEE THE “IMPORTANT NOTICE” SECTION AT THE END
OF THIS ANNOUNCEMENT.
RESULTS OF THE ACCELERATED BOOKBUILD
Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE
Limited (“JSE”) on 11 November 2020 relating to the placement of Growthpoint ordinary shares in the authorised
but unissued share capital of the Company (the “Placing Shares”) to raise approximately ZAR4.0 billion
(“Proceeds”) through an accelerated bookbuild (the “Bookbuild”), under and in accordance with the Company’s
existing authorities granted at the Company’s annual general meeting held on 12 November 2019 (the
“Placing”).
Growthpoint is pleased to announce the successful completion of the Bookbuild. A total of 358,333,333 P lacing
Shares have been placed with existing and new institutional investors at a price of ZAR12.00 per s hare, whic h
represents a 6.3% premium to the pre-launch 30 business day volume weighted average price, adjusted for any
cum dividend portion, of ZAR11.29 per share as at market close on 11 November 2020, in compliance wit h t he
Listings Requirements of the JSE Limited (the “JSE”) and the Company’s existing authorities.
The Placing raised gross proceeds of ZAR4.3 billion.
Absa Bank Limited (acting through its Corporate and Investment Banking division), Goldman Sachs International,
JP Morgan Securities Plc, Morgan Stanley & Co. International Plc and Rand Merchant Bank, a division of
FirstRand Bank Limited, acted as joint bookrunners (“Joint Bookrunners”) in connection with the Placing.
The Placing Shares being issued represent in aggregate 11.9% of Growthpoint’s issued ordinary shares prior t o
the Placing. The Placing Shares, when issued, will be fully paid and will rank pari passu in all res pect s wit h t he
Company’s existing ordinary shares in issue, including rights to receive all dividends and other distributions
declared, made or paid after the date of issue of the Placing Shares.
Investors due to receive the Placing Shares as part of this transaction will be eligible to receive t he dividend of
ZAR0.40 declared on 5 October 2020 and payable on 7 December 2020.
Application will be made to the JSE for the listing of the Placing Shares. Subject to the approval by the JS E , t he
Placing Shares are expected to list and trade on the JSE from commencement of business on 17 November
2020 (“Admission”) (or such later date as may be agreed between Growthpoint and the Joint Bookrunners) and
that dealings in the Placing Shares will commence at the same time. The Placing is conditional upon, amongst
other things, Admission becoming effective and the placing agreement between the Company and the Joint
Bookrunners not being terminated in accordance with its terms prior to Admission.
Following Admission becoming effective, the Company's issued ordinary shares will comprise 3,380,829,715
ordinary shares. This figure may be used by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to notify their beneficial interest in, or a c hange t o
their beneficial interest in, the Company's ordinary shares under section 122 of the South African Companies Act,
71 of 2008.
Johannesburg
12 November 2020
JSE Debt Sponsor: Absa Corporate and Investment Bank, a division Absa Bank LImited
Joint Bookrunners:
Absa Bank Limited (acting through its Corporate and Investment Banking division)
Goldman Sachs International
J.P. Morgan Securities Plc
Morgan Stanley & Co International Plc
Rand Merchant Bank, a division of FirstRand Bank Limited
South African legal counsel to the Company: Glyn Marais Inc
U.S and U.K. legal counsel to the Company: Simmons & Simmons LLP
South African legal counsel to the Joint Bookrunners: Bowman Gilfillan Inc.
U.S. and U.K. legal counsel to the Joint Bookrunners: Shearman & Sterling (London) LLP
Important Notice
This Announcement is for information purposes only and shall not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the Republic of South Africa, the United States or any
Restricted Jurisdiction. This Announcement and the information contained herein is restricted and is not for
publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Canada,
Australia or Japan, or in any other Restricted Jurisdiction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(“Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United
States and may not be offered, sold, resold, delivered or otherwise distributed absent registration, except in
reliance on an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
Accordingly, the Placing Shares are being offered and sold only (i) in “offshore transactions” meeting the
requirements of Regulation S under the Securities Act and (ii) within the United States, only to a limited number
of persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the
Securities Act that execute and return a U.S. investor representation letter. There will be no public offering of
the Placing Shares in the United States or in any other Restricted Jurisdiction.
In South Africa, the Placing will only be made by way of private placement to: (i) selected persons falling within
one of the specified categories listed in section 96(1)(a) of the South African Companies Act); and (ii) selected
persons, acting as principal, acquiring Placing Shares for a total contemplated acquisition cost of R1,000,000 or
more, as contemplated in section 96(1)(b) of the South African Companies Act ("South African Qualifying
Investors"). This Announcement is only being made available to such South African Qualifying Investors.
Accordingly: (i) the Placing is not an “offer to the public” as contemplated in the South African Companies Act;
(ii) this Announcement does not, nor does it intend to, constitute a “registered prospectus” or an
“advertisement”, as contemplated by the South African Companies Act; and (iii) no prospectus has been filed
with the South African Companies and Intellectual Property Commission ("CIPC") in respect of the Placing. As a
result, this Announcement does not comply with the substance and form requirements for a prospectus set out
in the South African Companies Act and the South African Companies Regulations of 2011, and has not been
approved by, and/or registered with, the CIPC, or any other South African authority.
The information contained in this Announcement constitutes factual information as contemplated in section
1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS
Act") and should not be construed as an express or implied recommendation, guide or proposal that any
particular transaction in respect of the Placing Shares or in relation to the business or future investments of the
Company, is appropriate to the particular investment objectives, financial situations or needs of a prospective
investor, and nothing in this Announcement should be construed as constituting the canvassing for, or
marketing or advertising of, financial services in South Africa. The Company is not a financial services provider
licensed as such under the FAIS Act.
This Announcement is for information purposes only and is directed only at, and communicated to, persons (a)
in Member States of the European Economic Area who are qualified investors (“Qualified Investors”) within the
meaning of article 2(1)(e) of the EU Prospectus Regulation (which means Regulation (EU) 2017/1129, as
amended) (the “Prospectus Regulation”) and (b) in the United Kingdom who are Qualified Investors and (i)
investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order or (iii) other persons to whom it may lawfully be communicated (each such persons being referred to as
“Relevant Persons”). In Member States of the European Economic Area and the United Kingdom, this
Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement relates is available only in a Member State of the European Economic Area
or the United Kingdom to Relevant Persons and will be engaged in only with Relevant Persons.
No public offering of the Placing Shares is being made in the United Kingdom. In the United Kingdom, all offers
of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation (as defined
above) from the requirement to produce a prospectus. No prospectus will be made available in connection with
the Placing and no such prospectus is required to be published in accordance with the Prospectus Regulation.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or
warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will
be accepted by the Joint Bookrunners, or by any of their respective affiliates or agents as to or in relation to, the
accuracy or completeness of this Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Each Joint Bookrunner and its respective affiliates are acting solely for the Company and no one else in
connection with the Placing and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter
referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed
on each Joint Bookrunner or its affiliates by its respective regulatory regimes, neither any Joint Bookrunner nor
any of its respective affiliates accepts any responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or purported to be made by or on behalf of
any Joint Bookrunner or any of its respective affiliates in connection with the Company, the Placing Shares or
the Placing. Each Joint Bookrunner and each of its respective affiliates accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above)
in respect of any statements or other information contained in this Announcement and no representation or
warranty, express or implied, is made by each Joint Bookrunner or any of its respective affiliates as to the
accuracy, completeness or sufficiency of the information contained in this Announcement.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or any Joint Bookrunner that would permit an
offering of such shares or possession or distribution of this Announcement or any other offering or publicity
material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Joint Bookrunners to inform
themselves about, and to observe, such restrictions.
This Announcement contains forward-looking statements within the meaning of the safe harbour provided by
Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act with
respect to the Company’s financial condition, results of operations, business strategies, operating efficiencies,
competitive positions, growth opportunities for existing services, plans and objectives of management, markets
for stock and other matters. These include all statements other than statements of historical fact, including,
without limitation, any statements preceded by, followed by, or that include the words “targets”, “believes”,
“expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “should”, “could”, “estimates”, “forecast”,
“predict”, “continue” or similar expressions or the negative thereof.
Any forward-looking statements, including, among others, those relating to the Company’s future business
prospects, revenues and income, wherever they may occur in this Announcement, are necessarily estimates
reflecting the best judgment of the Company’s senior management and involve a number of risks and
uncertainties that could cause actual results to differ materially from those suggested by the forward-looking
statements. As a consequence, undue reliance should not be placed on forward-looking statements as a
prediction of actual results. Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will continue in the future. No statement
in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of
the Company for the current or future financial years will necessarily match or exceed the historical or
published earnings of the Company.
The information contained in this Announcement is subject to change without notice and, except as required by
applicable law, the Company and each Joint Bookrunner do not assume any responsibility or obligation to
update publicly or review any of the forward-looking statements contained in it and nor do they intend to.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect)
that may be associated with an investment in the Placing Shares. Any investment decision to acquire Placing
Shares in the Placing must be made solely on the basis of publicly available information, which has not been
independently verified by any Joint Bookrunner.
The information in this Announcement may not be forwarded or distributed to any other person and may not
be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not represent the announcement of a definitive agreement to proceed with the
Placing and, accordingly, there can be no certainty that the Placing will proceed. Growthpoint reserves the right
not to proceed with the Placing or to vary any terms of the Placing in any way.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange
other than the Johannesburg Stock Exchange.
Persons who are invited to and who choose to participate in the Placing by making an offer to take up Placin g
Shares, will be deemed to have read and understood this Announcement in its entirety and to be making
such offer on the terms and conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained herein. Each such placee represents, warrants and
acknowledges that it is a person eligible to purchase or subscribe for the Placing Shares in c o mp lian ce with
the restrictions set forth herein and applicable laws and regulations in its home jurisdiction and in the
jurisdiction (if different) in which it is physically resident. Unless otherwise agreed in writing, each placee
represents, warrants and acknowledges that it is (a) not located in, a resident of, or physically present in, th e
United States, Canada, Australia, Japan or any Restricted Jurisdic tion and it is not acting on behalf of
someone who is located in, a resident of, or physically present in, the United States, Canada, Australia, Japan
or any Restricted Jurisdiction and (b) not a U.S. person (as that term is defined in Regulation S under t he
Securities Act).
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (tog ether, the “MiFID II
Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which
has determined that such securities are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such
an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The
Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors
to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH
OFFERING IN RELATION TO THE PLACING SHARES.
Date: 12-11-2020 08:12:00
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.
Sharenet Sites 
