GROWTHPOINT PROPERTIES LIMITED - GROWTHPOINT PROPERTIES LIMITED DISPOSES OF CINTOCARE PRIVATE SURGICAL HOSPITAL

GROWTHPOINT PROPERTIES LIMITED DISPOSES OF CINTOCARE PRIVATE SURGICAL HOSPITAL

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

GROWTHPOINT PROPERTIES LIMITED DISPOSES OF CINTOCARE PRIVATE SURGICAL HOSPITAL

Introduction and rationale

Growthpoint has developed a specialist surgical hospital known as Cintocare Private Surgical
Hospital (the "Hospital") on the immovable property described as Portion 3 (a portion of
Portion 1) of Erf 69 Menlyn Extension 11 Townships (the "Property"). The Hospital is leased
to and operated by Cintocare Proprietary Limited (the "Tenant").

On 31 March 2021 (the "Date of Signature"), Growthpoint entered into a sale of letting
enterprise agreement ("Sale Agreement") with Growthpoint Healthcare Property Holdings
(RF) Limited ("Growthpoint Healthcare") to dispose of the Hospital letting enterprise to
Growthpoint Healthcare as a going concern (the "Sale Transaction") for an aggregate
consideration equal to R515 550 000 for the Hospital plus the face value of any claims (the
"Claims") which Growthpoint has against the Tenant as at the date of registration of transfer
in the relevant deeds office of ownership of the Property into the name of Growthpoint
Healthcare ("Date of Transfer") (plus Value-Added Tax at a rate of 0%) (the "Sale
Consideration").

Growthpoint Healthcare

Growthpoint Healthcare invests exclusively in and manages healthcare property assets in
South Africa, including hospitals, clinics, biotechnology facilities and laboratories.

Growthpoint holds 61.8% of the Class A shares in Growthpoint Healthcare whilst the
remaining Class A shares are owned by a number of investment holders including institutional
investors.

Terms of the Sale Transaction

The effective date of the Sale Transaction is the Date of Transfer which is also the date on
which the Sale Consideration is payable to Growthpoint, in cash.

The benefit in and risk of ownership and possession of the Hospital shall pass from
Growthpoint to Growthpoint Healthcare on the Date of Transfer.

The Sale Agreement provides for warranties and undertakings that are considered standard
for a transaction of this nature, taking into account that Growthpoint is also the developer of
the Hospital.

Growthpoint, as the developer of the Hospital, has agreed, at its cost, to assist Growthpoint
Healthcare to engage with the members of the professional team who were involved in the
development of the Hospital to recover under any warranties, indemnities and the like and to
enforce any defect liability provisions in the building contract.

Overview of the property

The Hospital, with approximately 100 beds, specialises in head and neck, spinal and vascular
surgery, and is situated in Menlyn Maine, Pretoria, Gauteng Province.

Conditions Precedent

The Sale Transaction is subject to the fulfilment or waiver (where applicable) of the following
conditions precedent, by no later than –

  i.    3 (three) days from the Date of Signature, Growthpoint confirms in writing that the lease
        with the tenant has commenced;
  ii.   3 (three) days from the Date of Signature, Growthpoint furnishes Growthpoint
        Healthcare with a certified true copy of the Hospital Operational Licence;
 iii.   16 April 2021, a registered bank or financial institution (the "Bank") grants Growthpoint
        Healthcare a loan to fund the payment of the Sale Consideration (or such other amount
        which Growthpoint Healthcare is willing to accept), on terms and conditions acceptable
        to Growthpoint Healthcare and Growthpoint Healthcare furnishes Growthpoint with a
        letter from the Bank addressed to Growthpoint Healthcare, evidencing the grant of the
        loan;
 iv.    30 (thirty) days from the Date of Signature, the previous owner of the Property
        consents in writing to the assignment of the sale agreement by Growthpoint to
        Growthpoint Healthcare, and Growthpoint furnishes a copy of such consent to
        Growthpoint Healthcare;
 v.     30 (thirty) days from the Date of Signature, Growthpoint obtains the written consent of
        the “Building Contractor” to the cession of Growthpoint’s rights under the “Building
        Contracts” to Growthpoint Healthcare;
 vi.    90 (ninety) days from the Date of Signature –
             a. Growthpoint notifies the Department of Health (in writing) of the intended
                 change of ownership of the Property (the "Notice"), and to the extent required,
                 the Department of Health consents to the sale of the Property;
             b. Growthpoint furnishes Growthpoint Healthcare with a copy of the Notice, and
                 the consent received from the Department of Health (to the extent applicable);
                 and to the extent any conditions are imposed by the Department of Health in
                 granting its consent to the Sale Transaction, such conditions are reasonably
                 acceptable to the parties (as confirmed in writing by each of them to the other).

Small related party transaction

The Sale Transaction is considered a small related party transaction in terms of section 10.7
of the JSE Listings Requirements as Growthpoint Healthcare is a subsidiary of Growthpoint.

A small related party transaction is not subject to shareholder approval, provided an
independent property valuer has confirmed that the terms of the transaction are fair as far as
shareholders are concerned. Growthpoint and Growthpoint Healthcare appointed Mills Fitchet,
an independent valuer acceptable to the JSE, to provide an independent property valuation of
the Hospital as required in terms of section 10.7 of the JSE Listings Requirements. In terms
of the independent property valuation, the Hospital is valued at R515 550 000 against the
agreed Sale Consideration of R515 550 000.

As required in terms of section 10.7(b) read with 13.10 of the JSE Listings Requirements,
having had regard to the independent property valuation, the board of Growthpoint hereby
confirms that it is of the opinion that the Sale Transaction is fair insofar as shareholders of
Growthpoint are concerned. In addition, the independent directors of Growthpoint Healthcare 
and Growthpoint Healthcare's Advisory Committee (which comprises representatives of the
largest investors in Growthpoint Healthcare) approved the Sale Transaction.

The JSE has been provided with a copy of the valuation by the independent valuer. Copies of
the detailed and summary valuation report will be open for inspection at the registered office
of the Company (Ground Floor, The Place, 1 Sandton Drive, Sandown 2196) for a period of
28 days from the date of this announcement.


Johannesburg
6 April 2021
For further information, please contact:
Lauren Turner, Head of Investor Relations
Tel: +27 (0) 11 944 6346


JSE Sponsor: Investec Bank Limited

Date: 06-04-2021 08:50:00
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