| Wed 13 Jul 2011, 9:14 | | GRT - Growthpoint Properties Limited - Growthpoint Properties Limited |
|
GRT
GRT
GRT - Growthpoint Properties Limited - Growthpoint Properties Limited,
("Growthpoint") announces an equity raise
Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
Registration number 1987/004988/06
ISIN: ZAE000037669
JSE Share code: GRT
("Growthpoint" or "the Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD
BE UNLAWFUL TO DO SO
Growthpoint Properties Limited, ("Growthpoint") announces an equity raise
Today, Wednesday 13 July 2011, Growthpoint announces an equity capital
raising of approximately R1.5bn through the issue of new Growthpoint linked
units.
The equity raise will be offered to South African and offshore institutional
investors through an accelerated book build process and the proceeds will be
used to acquire property and reduce debt in line with Growthpoint`s
shareholder mandate.
The book build opens at 09h00 on 13 July 2011 and may close any time
thereafter.
The book build is jointly run by Deutsche Bank AG and Investec Bank Limited.
IMPORTANT NOTICES
This announcement contains (or may contain) certain forward-looking
statements with respect to certain of the Company`s plans and its current
goals and expectations, financial condition and performance and which involve
a number of risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and that
actual results could differ materially from those contained in the forward-
looking statements. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts. Forward-
looking statements sometimes use words such as `aim`, `anticipate`, `target`,
`expect`, `estimate`, `intend`, `plan`, `goal`, `believe`, or other words of
similar meaning. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in interest rates and foreign exchange rates, the policies and
actions of governmental and regulatory authorities, changes in legislation,
the further development of standards and interpretations under International
Financial Reporting Standards (`IFRS`) applicable to past, current and future
periods, evolving practices with regard to the interpretation and application
of standards under IFRS, the outcome of pending and future litigation or
regulatory investigations, acquisitions and other strategic transactions and
the impact of competition. A number of these factors are beyond the Company`s
control. As a result, the Company`s actual future results may differ
materially from the plans, goals, and expectations set forth in the Company`s
forward-looking statements. Any forward-looking statements made in this
announcement by or on behalf of the Company speak only as of the date they
are made. Except as required by the Johannesburg Stock Exchange or applicable
law, the Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
in this announcement to reflect any changes in the Company`s expectations
with regard thereto or any changes in events, conditions or circumstances on
which any such statement is based.
This announcement is for information purposes only and shall not constitute
an offer to buy, sell, issue, or subscribe for, or the solicitation of an
offer to buy, sell, issue, or subscribe for any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale is or may be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. This
announcement has been issued by and is the sole responsibility of the
Company.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Deutsche Bank AG or Investec Bank Limited (together the "Joint
Bookrunners") or by any of their affiliates or agents as to, or in relation
to, the accuracy or completeness of this announcement, or any other written
or oral information made available to or publicly available to any interested
party or its advisers, and any responsibility or liability therefor is
expressly disclaimed.
Deutsche Bank AG, which is authorised and regulated in the United Kingdom by
the FSA, is acting for the Company and for no-one else in connection with the
Placing, and will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Deutsche Bank AG or for
providing advice to any other person in relation to the Placing or any other
matter referred to herein.
The distribution of this announcement and the offering of the Placing Units
in certain jurisdictions may be restricted by law and/or regulation. No
action has been taken by the Company or the Joint Bookrunners or any of their
respective affiliates that would permit an offering of such Units or
possession or distribution of this announcement or any other offering or
publicity material relating to such Units in any jurisdiction where action
for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Joint Bookrunners to
inform themselves about and to observe such restrictions.
The price of Units and the income from them (if any) may go down as well as
up and investors may not get back the full amount invested on disposal of the
Units. No statement in this announcement is intended to be a profit forecast
or profit estimate.
Members of the public are not eligible to take part in the Placing.
This announcement is directed only at persons in member states in the
European Economic Area (the "EEA"), who are qualified investors ("Qualified
Investors") within the meaning of Article 2(1)(e) of Directive 2003/71/EC
(the "Prospectus Directive"). In addition, in the United Kingdom, this
announcement is directed only at, Qualified Investors that also (i) have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) who fall within
Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
"relevant persons"). This announcement must not be acted on or relied on (i)
in the United Kingdom, by persons who are not relevant persons and (ii) in
any member state of the EEA other than the United Kingdom, by persons who are
not Qualified Investors. Any investment or investment activity to which the
announcement relates is available only to (i) in the United Kingdom, relevant
persons and (ii) in any member state of the EEA other than the United
Kingdom, Qualified Investors, and will be engaged in only with such persons.
This announcement does not itself constitute an offer for sale or
subscription of any securities in the Company.
This announcement is not for distribution, directly or indirectly, in or into
the United States (such term to be understood throughout this announcement as
including the United States` territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia or Japan or
any jurisdiction into which the same would be unlawful. This announcement
does not constitute or form part of an offer or solicitation to acquire Units
in the capital of the Company in the United States, Canada, Australia or
Japan or any jurisdiction in which such an offer or solicitation is unlawful.
In particular, the Placing Units referred to in this announcement have not
been, and will not be, registered under the United States Securities Act of
1933 (the "Securities Act") or under the securities legislation of any state
of the United States, and may not be offered, sold, resold or delivered,
directly or indirectly, in or into the United States absent registration
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Subject to exceptions, the
Placing Units referred to in this announcement are being offered and sold
only outside the United States in accordance with Regulation S under the
Securities Act. No public offering of securities of the Company will be made
in connection with the Placing in the United Kingdom, the United States,
Australia, Canada, Japan, South Africa or elsewhere.
The relevant clearances have not been, and nor will they be, obtained from
the securities commission of any province or territory of Canada; no
prospectus has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance; and the
Placing Units have not been, and nor will they be, registered under the
securities laws of any state, province or territory of Australia, Canada or
Japan.
Accordingly, the Placing Units may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Australia,
Canada, Japan or any other jurisdiction outside the United Kingdom.
The Placing Units have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or any other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this announcement. Any representation to the contrary is
unlawful.
Residents of South Africa are subject to exchange control regulations as
issued from time to time by the Exchange Control Division of the South
African Reserve Bank ("SARB") and are advised to seek independent advice
regarding any permissions that may be required of the Exchange Control
Division of the SARB with regard to the acquisition of Placing Units by any
resident of South Africa. To the extent that Placing Units are offered for
subscription, acquisition or sale in South Africa, such offer is being
effected in terms of section 96 of the South African Companies Act, No. 71 of
2008 and does not constitute an offer to the public or any sector of the
public within the meaning of the South African Companies Act.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.
The Placing Units to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than Johannesburg Stock Exchange.
Neither the content of the Company`s website nor any website accessible by
hyperlinks on the Company`s website is incorporated in, or forms part of,
this announcement.
Deutsche Bank AG, London Branch and Investec Bank Limited are acting for the
issuer and no one else in connection with the potential sale and will not be
responsible to anyone other than the issuer for providing the protections
afforded to clients of Deutsche Bank AG, London Branch or Investec Bank
Limited, nor for providing advice in connection with the potential sale.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject
to limited regulation by the FSA. Details about the extent of Deutsche Bank
AG`s authorisation and regulation by the FSA are available on request.
Sandton
13 July 2011
Sponsor
Investec Bank Limited
Date: 13/07/2011 09:14:19 Produced by the JSE SENS Department.
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