| Wed 18 Apr 2007, 8:50 | | GRT/PRA - Growthpoint/Paramount - Compulsory acqui |
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GRT PRA
GRT PRA
GRT/PRA - Growthpoint/Paramount - Compulsory acquisition and the delisting of
Paramount from the JSE Limited
Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code: GRT
ISIN: ZAE000037669
("Growthpoint")
Paramount Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 1945/019928/06)
Share code: PRA
ISIN: ZAE000028577
("Paramount")
COMPULSORY ACQUISITION OF REMAINING PARAMOUNT LINKED UNITS AND B DEBENTURES AND
THE DELISTING OF PARAMOUNT FROM THE JSE LIMITED ("JSE")
Compulsory acquisition and payment of consideration
Further to the announcement dated 27 February 2007 and the circular
incorporating a notice by Growthpoint in terms of section 440K of the Companies
Act, 61 of 1973, as amended ("the Act") dated 27 February 2007 ("the Circular"),
Growthpoint confirms that it will compulsorily acquire the remaining Paramount
linked units and B debentures, being those linked units and B debentures not
already held by Growthpoint on the commencement of business on Wednesday, 11
April 2007, for the offer consideration as set out in the Circular ("offer
consideration").
Paramount linked unitholders and B debenture holders who did not tender their
respective Paramount linked units and B debentures pursuant to the Circular
("remaining offerees"), will be entitled to claim the respective offer
consideration due to them from Growthpoint, as set out in paragraph 3 below.
Termination of the listing of Paramount linked units on the JSE
The listing of Paramount linked units on the JSE will be terminated with effect
from the commencement of business on Wednesday, 18 April 2007.
Process to claim Growthpoint consideration linked units in respect of Paramount
linked units and B debentures not tendered pursuant to the Circular
Paramount linked units and B debentures not tendered by the remaining offerees
pursuant to the Circular, as set out above, will be compulsorily acquired by
Growthpoint in terms of section 440K of the Act.
Growthpoint will submit duly completed instruments of transfer to Paramount, in
terms of section 440K(2) of the Act, and the Paramount linked units and B
debentures of such remaining offerees who have not responded as set out in the
Circular will be transferred to Growthpoint.
The remaining offerees who are dematerialised Paramount linked unitholders will
have their accounts with their Central Securities Depository Participant
("CSDP") credited with the equivalent number of Growthpoint consideration linked
units, as set out in the Circular ("Growthpoint consideration linked units").
The consideration payable to the remaining offerees who are certificated linked
unitholders and B debenture holders will be credited to Paramount`s CSDP, to be
held in trust by Computershare Investor Services 2004 (Proprietary) Limited for
the benefit of the relevant remaining offerees pending request therefore in
writing by such relevant remaining offerees, according to the provisions of
section 440K(4) of the Act.
All written requests for the Growthpoint consideration linked units, must be
addressed to the Exchanges Department, Computershare Investor Services 2004
(Proprietary) Limited, 70 Marshall Street, Johannesburg 2001, South Africa (PO
Box 61763, Marshalltown, 2107) and such remaining offerees shall be obliged to
furnish Paramount with evidence, to Paramount`s satisfaction, that they were
owners of any Paramount linked units and/or B debentures compulsorily acquired
by Growthpoint pursuant to the provisions of section 440K(1)(a) of the Act and
provide Paramount with an indemnity on terms acceptable to Paramount in respect
of such consideration, prior to the settlement of the offer consideration to
them.
Sandton
18 April 2007
Investment bank to Growthpoint Sponsor to Growthpoint
(Investec Corporate Finance) (Investec Bank Limited)
Attorneys to Growthpoint Sponsor to Paramount
(Jowell Glyn Marais) (Nedbank Capital)
Date: 18/04/2007 08:50:46 Produced by the JSE SENS Department.
