| Thu 27 Sep 2007, 16:20 | | GRT - Growthpoint - Regarding the raising of R1.65 |
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GRT
GRT
GRT - Growthpoint - Regarding the raising of R1.65 billion by way of a
renounceable claw-back rights offer
Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
Registration number 1987/004988/06
JSE share code: GRT ISIN: ZAE000037669
("Growthpoint" or "the Company")
ANNOUNCEMENT REGARDING THE RAISING OF R1.65 BILLION BY WAY OF A RENOUNCEABLE
CLAW-BACK RIGHTS OFFER ("THE CLAW-BACK OFFER")
1. INTRODUCTION
Investec Bank Limited ("Investec") is authorised to announce that Growthpoint
will raise R 1.65 billion (one billion six hundred and fifty million rand) by
way of the claw-back offer of 100 000 000 (one hundred million) new Growthpoint
linked units ("claw-back units"), at an issue price of 1650 cents per linked
unit ("the issue price"). The issue price includes 41.25 cents pre-paid
distribution for the 5 month period July 2007 to November 2007 on the basis
that the claw-back units will qualify for the full distribution in respect of
Growthpoint`s next six month reporting period being July 2007 to December 2007
and the fact that the claw-back offer process is anticipated to be complete by
the end of November 2007.
Growthpoint has entered into a subscription agreement with the Public
Investment Corporation Limited ("the PIC") in terms of which the PIC, on behalf
of the Government Employees Pension Fund ("the Subscriber") has agreed to
subscribe for the claw-back units at the issue price amounting to R1.65 billion
("the subscription proceeds").
In terms of the claw-back offer Growthpoint linked unitholders will be granted
the opportunity to subscribe for the claw-back units in proportion to their
existing unitholding in Growthpoint, at the issue price.
2. BACKGROUND
A claw-back offer effectively amounts to a fully underwritten reverse rights
offer. The subscription proceeds are to be paid to the Company by the
Subscriber, against the allotment of the claw-back units by Growthpoint. The
claw-back offer affords Growthpoint linked unitholders the opportunity to
"claw-back" the claw-back units allocated to the Subscriber through an
entitlement in proportion to their existing unitholdings or to renounce such
right to a renouncee. Claw-back units not taken up pursuant to the claw- back
offer will remain with the Subscriber.
3. RATIONALE FOR THE CLAW -BACK OFFER
The funds raised in terms of the claw-back offer will enable Growthpoint to
partly fund the R4 billion worth of acquisitions and developments in progress
as highlighted in Growthpoint`s results for the financial year ended 30 June
2007. Total debt of R 8.3 billion at 30 June 2007 represented 37.4% of the
value of Growthpoint`s property portfolio. The capital raised in the claw-back
offer will ensure that Growthpoint`s loan to value ratio will remain at a
conservative 40.7% after the R 4 billion of capital expenditure on acquisitions
and developments. Furthermore the claw-back units will be issued at a forward
yield substantially lower than prevailing long term debt funding rates.
4. TERMS OF THE CLAW -BACK OFFER
Growthpoint is raising R1.65 billion, before expenses, by way of the claw-back
offer. Linked unitholders registered as such on the record date of the claw
back offer, will have the right to subscribe for the claw- back units in
proportion to their existing unitholding in Growthpoint.
The Subscriber will subscribe and pay for the claw-back units on 1 October 2007
("the subscription date"). Within 5 business days after the closing date of the
claw-back offer ("refund date") Growthpoint will refund the Subscriber with the
proceeds received from Growthpoint linked unitholders who have "clawed-back"
their pro-rata share of the claw-back units in terms of the clawback offer
("the claw-back proceeds") together with interest thereon calculated at a rate
of 10% per annum from the subscription date to the refund date, both days
exclusive.
Growthpoint will pay the Subscriber an underwriting fee of 1.25% of the
claw-back proceeds on the refund date.
5. SUSPENSIVE CONDITIONS
The claw-back offer is subject, to the fulfilment of the following suspensive
conditions:
5.1. the JSE granting:
- a listing of the claw-back units to be allotted and issued pursuant to the
claw-back offer;
- a listing of the renounceable (nil paid) letters of allocation in respect of
the claw-back offer; and
5.2. the Registrar of Companies registering the claw-back offer circular and
all matters incidental thereto.
6. SALIENT DATES, Financial Effects AND FINAL TERMS OF THE CLAW -BACK OFFER
The salient dates, financial effects and final terms of the claw-back offer will
be announced on SENS and the press once the relevant documentation has been
approved by the JSE and registered with the Registrar of Companies.
Sandton
27 September 2007
Investment Bank
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys
Jowell Glyn & Marais Inc
(Registration number 2001/020379/21)
Date: 27/09/2007 16:20:02 Produced by the JSE SENS Department.
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