| Mon 18 Apr 2011, 11:54 | | GRT - Growthpoint Properties Limited - Recommended offer for all the units in |
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GRT
GRT
GRT - Growthpoint Properties Limited - Recommended offer for all the units in
Rabinov Property Trust by Growthpoint Properties Australia
Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code: GRT ISIN ZAE000037669
("Growthpoint")
RECOMMENDED OFFER FOR ALL THE UNITS IN RABINOV PROPERTY TRUST BY GROWTHPOINT
PROPERTIES AUSTRALIA
1 INTRODUCTION
Growthpoint Properties Australia ("GOZ") has announced on the Australian
Securities Exchange ("ASX") that it is making a scrip-for-scrip off-market
takeover offer ("Offer") to acquire all of the units in Rabinov Property Trust
("Rabinov"). In terms of the Offer, Rabinov unitholders will receive 0.48 GOZ
stapled securities for each Rabinov unit held and a special distribution of 2.3
cents per Rabinov unit ("Transaction").
The Transaction has been unanimously recommended by the Rabinov board and the
Rabinov major unitholder, who has an interest in 83% of the Rabinov units, will
accept the Offer. The recommendation and acceptance by the major unitholder is
subject to there being no superior offer and to the independent expert
concluding that the offer is reasonable.
The Transaction is conditional, inter alia, on approval by Rabinov`s
unitholders.
Post the completion of the Transaction, GOZ intends to undertake a renounceable
rights issue, the details of which are discussed in paragraph 3 below.
2 DETAILS OF Rabinov
Rabinov is a diversified property trust with 12 properties in the Industrial and
Office sectors. The aggregate value of its property assets is $234.5m. Certain
of Rabinov`s properties are excluded from the Transaction with the result that
only 6 properties valued at $184m will form part of the Transaction ("Rabinov
Properties"). Office properties make 89% of the Rabinov Properties which are
located in Victoria, South Australia and Tasmania. The major tenants include
General Electric, Bridgestone and Westpac Bank. On conclusion of the
Transaction, the GOZ property portfolio will have 38 properties valued at
$1,175.5m with GOZ`s Office exposure increasing from 18% to 29%. The balance of
the GOZ property portfolio is Industrial.
The Rabinov Properties are 100% occupied and have a weighted average lease
expiry ("WALE") of 7.4 years. The initial income yield related to these
properties is 8.3%.
The Transaction supports GOZ`s strategy to diversify its property portfolio and
to acquire quality properties with long WALE, high occupancy and annual rental
growth adjustments.
3 DETAILS OF THE RIGHTS OFFER
On completion of the Transaction, GOZ will undertake a renounceable rights
issue, ("Rights Offer") to raise $80.7m at an issue price of $1.90 per GOZ
security. The proceeds from the Rights Offer will be utilised to reduce gearing
and to fund the Transaction costs. The Rights Offer will be fully underwritten
by Growthpoint. The gearing in GOZ following the completion of the Rights Offer
in the merged group is expected to reduce from 54.0% to 50.4%.
Based upon GOZ`s pro forma forecast distribution for FY2012 of 17.5 cents per
GOZ security, and a GOZ price of $1.90 per security, the Rights Offer will
provide securityholders of the merged group a pro forma distribution yield of
9.2%.
4 Growthpoint participation in the Rights offer
Growthpoint, which currently has an interest of approximately 67.6% in GOZ, has
given an undertaking to GOZ that it will take up its pro-rata entitlement under
the Rights Offer, in addition to being the underwriter of the Rights Offer.
5 INDICATIVE TIMING OF THE TRANSACTION
It is anticipated that the Offer will close in June 2011, and the Rights Offer
will occur thereafter.
An announcement containing all details relating to the Transaction and Rights
Offer was released on the ASX on 13 April 2011. A copy of the announcement is
available at the ASX website at www.asx.com.au. Further details on GOZ are
available at www.growthpoint.com.au.
18 April 2011
Johannesburg
Sponsor and Investment Bank to Growthpoint: Investec Bank Limited
Date: 18/04/2011 11:54:02 Produced by the JSE SENS Department.
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