CAPITAL & REGIONAL PLC - Capital & Regiona/Growthpoint - Partial offer closed and completion of the scaling back of acceptances

Capital & Regiona/Growthpoint - Partial offer closed and completion of the scaling back of acceptances

CAPITAL & REGIONAL PLC                                         GROWTHPOINT PROPERTIES LIMITED
(Incorporated in the United Kingdom)                           Approved as a REIT by the JSE
(UK company number 01399411)                                   (Incorporated in the Republic of South Africa)
LSE share code: CAL JSE share code: CRP                        (Registration number 1987/004988/06)
LEI: 21380097W74N9OYF5Z25                                      Share code: GRT ISIN ZAE000179420
ISIN: GB0001741544                                             (“Growthpoint”)
(“Capital & Regional”)


ANNOUNCEMENT REGARDING RECOMMENDED PARTIAL OFFER AND SUBSCRIPTION FOR SHARES IN CAPITAL & REGIONAL PLC 
(“CAPITAL & REGIONAL”) BY GROWTHPOINT PROPERTIES LIMITED (“GROWTHPOINT”)

PARTIAL OFFER CLOSED AND COMPLETION OF THE SCALING BACK OF ACCEPTANCES


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM, 
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

16 December 2019

1. Background

Following Growthpoint's announcement on 17 October 2019 of its firm intention to make a partial cash offer for
219,786,924 shares in Capital & Regional and following the publication of the offer document setting out the full
terms and conditions of the Partial Offer on 7 November 2019 (the "Offer Document"), the Partial Offer became
wholly unconditional on 9 December 2019. The Partial Offer closed on 1.00 p.m. (London time) on 13 December
2019 (the "Final Closing Date") and is no longer open for acceptances.

2. Level of Acceptances

As at the Final Closing Date, Growthpoint received valid acceptances in respect of a total of 458,377,271
Capital & Regional Shares, representing approximately 63.0 per cent. of the issued ordinary share capital of
Capital & Regional (excluding the Subscription Shares allotted to a Growthpoint Nominee on 9 December 2019)

3. Scaling Back

The Partial Offer has been over-accepted. Capital & Regional shareholders who were on the register at the
Record Date ("Qualifying Capital & Regional Shareholders") and who validly accepted the Partial Offer in
respect of the Relevant Percentage (which will be calculated excluding the Subscription Shares) or less of their
registered holding will have their acceptances satisfied in full. Qualifying Capital & Regional Shareholders who
accepted the Partial Offer in respect of more than the Relevant Percentage of their registered holding will have
their acceptances satisfied, to the extent of the Relevant Percentage applied to their registered holding, in full,
and in respect of their acceptances in excess of the Relevant Percentage, to the extent of 7.9406524 per cent of
such excess acceptances.

4. Settlement of Consideration

The consideration to which any Capital & Regional Shareholder is entitled under the Partial Offer will be
effected by the despatch of cheques or the crediting of CREST, CSDP or broker (as applicable) accounts and is
expected to be paid on 20 December 2019 but in any event not later than 23 December 2019.

As further explained in paragraph 19 of Part 1 of the Offer Document, for Capital & Regional Shareholders
registered on the South African Register, the Offer Price shall be paid in South African rand based on the
Applicable Exchange Rate. The Applicable Exchange Rate will be announced by Growthpoint on SENS and a
Regulatory Information Service by noon (South Africa time) on 17 December 2019.

The percentages of Capital & Regional Shares referred to in this document are based on a figure of 727,389,117
C&R Shares in issue on 13 December 2019 (and excluding the Subscription Shares allotted to a Growthpoint
Nominee on 9 December 2019). Defined terms used but not defined in this announcement have the meanings set
out in the Offer Document.

Enquiries:

Growthpoint                                                                            +27 (0) 11 944 6346
Lauren Turner, Investor Relations

Goldman Sachs (Financial adviser to Growthpoint)                                       +44 (0) 20 7774 1000
Nick Harper
Olivier Frendo
Dimitri Vlachos
Benjamin Holt

Capital & Regional                                                                     + 44 (0) 20 7932 8000
Lawrence Hutchings, Chief Executive Officer
Stuart Wetherly, Group Finance Director

Numis (Sponsor, Rule 3 and joint financial adviser to Capital & Regional)              + 44 (0) 20 7260 1000
Heraclis Economides
Ben Stoop
Oliver Hardy
George Fry

J.P. Morgan Cazenove (Joint financial adviser to Capital & Regional)                   +44 (0) 20 7742 4000
Paul Hewlett
Leon Li
Henry Capper
Paul Pulze

FTI Consulting (PR adviser to Capital & Regional)                                      + 44 (0) 20 3727 1000
Richard Sunderland
Methuselah Tanyanyiwa
Claire Turvey

Java Capital Trustees and Sponsors (JSE sponsor to Capital & Regional)                 + 27 (0) 11 722 3050
Investec Bank Limited (JSE sponsor to Growthpoint)                                     + 27 (0) 11 286 7000

Important Notices

Goldman Sachs International (“Goldman Sachs”), which is authorised by the Prudential Regulation Authority
(“PRA”) and regulated by the Financial Conduct Authority (“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, or for giving advice in connection with the matters described in this
Announcement or any matter referred to herein. Neither Goldman Sachs 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 in connection
with this Announcement or any matter referred to herein.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (“J.P.
Morgan Cazenove”), is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom.
J.P. Morgan Cazenove is acting exclusively as financial adviser to Capital & Regional and no-one else in
connection with the matters set out in this Announcement and will not regard any other person as its client in
relation to the matters set out in this Announcement and will not be responsible to anyone other than Capital &
Regional for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for
providing advice in relation to the contents of this Announcement or any other matter referred to in this
Announcement.

Numis Securities Limited (“Numis”), which is authorised and regulated by the Financial Conduct Authority in
the United Kingdom, is acting exclusively for Capital & Regional and no-one else in connection with the Partial
Offer and any other matters referred to in this Announcement, and will not regard any other person as its client in
relation to such matters and will not be responsible to anyone other than Capital & Regional for providing the
protections afforded to clients of Numis or for providing advice in relation to the Partial Offer, the contents of
this Announcement or any other matter referred to in this Announcement.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Partial Offer or
otherwise. The Partial Offer is being made solely pursuant to the terms of the Offer Document which contains the
full terms and conditions of the Partial Offer, and in the case of Capital & Regional shares held in certificated
form on the UK Register, the Form of Acceptance. Any decision or acceptance in relation to the Partial Offer
should be made only on the basis of the information contained in the Offer Document and Form of Acceptance
(if applicable). Capital & Regional Shareholders are advised to read carefully the Offer Document and Form of
Acceptance (if applicable), once they have been received.

This announcement has been prepared for the purpose of complying with English law and the City Code and the
information disclosed may not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas Shareholders

The information contained herein is not for release, distribution or publication, directly or indirectly, in or 
into Australia, Canada, Japan, New Zealand, the United States, or any other jurisdiction where the relevant action
would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a
requirement to comply with any governmental or other consent or any registration, filing or other formality
which Growthpoint regards as unduly onerous (each a "Restricted Jurisdiction"). The release, publication or
distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable requirements.

Unless otherwise determined by Growthpoint or required by the City Code, and permitted by applicable law and
regulation, the Partial Offer is not being made, directly or indirectly, in, into or from, by use of the mails of, 
or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, 
telex, telephone, internet or other forms of electronic communication) of foreign or interstate commerce of, or any
facilities of a national, state or other securities exchange of, any Restricted Jurisdiction, and shall not be capable
of acceptance by any such use, means, instrumentality or facility or from or within any Restricted Jurisdiction.
Accordingly, copies of the Offer Document, the Form of Acceptance and any related documents are not being
(unless determined otherwise by Growthpoint in its sole discretion or required by the City Code, and permitted
by applicable law and regulation), and must not be, directly or indirectly mailed, transmitted or otherwise
forwarded, distributed, sent or otherwise made available (including, without limitation, by agents, custodians,
nominees or trustees) in, into or from a Restricted Jurisdiction, and persons receiving the Offer Document and/or
Form of Acceptance and/or any related documents (including, without limitation, agents, custodians, nominees
and trustees) should observe these restrictions and must not mail or otherwise forward, distribute, send or
otherwise make them available in, into or from such jurisdiction.

Publication on Website

In accordance with Rule 26.1 of the City 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 and
www.capreg.com 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.

Date: 17-12-2019 07:28:00
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