| Wed 14 Dec 2011, 11:37 | | BIGRO - Growthpoint Properties Limited - Notice of Meeting of Noteholders |
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JSE
BIGRO
BIGRO - Growthpoint Properties Limited - Notice of Meeting of Noteholders
Growthpoint Properties Limited
(Registration No. 1987/004988/06)
(the "Issuer")
Notice of Meeting of Noteholders
In accordance with Condition 18 of the terms and conditions (the "Terms and
Conditions") in the Programme Memorandum issued by the Issuer dated 3 November
2009, as amended or supplemented from time to time, notice is hereby given by
the Issuer to the Noteholders that a meeting of Noteholders will be held at The
Place, 1 Sandton Drive, Sandton, South Africa, on 20 January 2012, at 10h00 for
the purpose of considering and, if thought fit, passing with or without
modification in the manner required for the passing of a resolution in terms of
Condition 18 of the Terms and Conditions, the following resolutions:
1 AS EXTRAORDINARY RESOLUTION NO. 1
THAT, the Noteholders (as defined in the Terms and Conditions) hereby accept the
benefits conferred on the Noteholders pursuant to the irrevocable and
unconditional guarantee executed by Metboard Properties Limited and Paramount
Property Fund Limited (collectively, the "Guarantors"), dated 2 December 2010,
guaranteeing the due and punctual performance of all obligations which the
Issuer may now have or have incurred or in the future may incur to the
Noteholders and the due and punctual payment of all amounts owing by the Issuer
in respect to the Notes (as defined in the Terms and Conditions) issued or to be
issued by the Issuer under the Programme (as defined in the Terms and
Conditions) (the "Guarantee").
2 AS EXTRAORDINARY RESOLUTION NO. 2
THAT, subject to the passing of Extraordinary Resolution No. 1 above, the Terms
and Conditions be and are hereby amended by the insertion of the relevant
provisions in respect of, and to give effect to, the Guarantee as contemplated
in Resolution No. 1 above.
3 AS EXTRAORDINARY RESOLUTION NO. 3
THAT the Terms and Conditions be and are hereby further amended by inter alia:
i the deletion of Condition 10.5.3 in its entirety and the replacement
thereof with the following paragraph:
"If at any time while any Note remains Outstanding, upon the
occurrence of a Change of Control Event, the Issuer shall, and only if
the Noteholders have requested the redemption of the Notes in the
manner set out in Condition 10.5.4, in part or in full, redeem the
relevant Notes held by the Noteholders at its Early Redemption Amount
together with accrued interest (if any) within 15 (fifteen) days of
having received a written notice from the Noteholders to redeem such
Notes."
ii the amendment of the definition of the "Change of Control Period" in
Condition 10.5.5 so as to extend the change of control period in
relation to a Change of Control Event from a period of 45 (forty five)
days after the occurrence of a Change of Control to a period
commencing 60 (sixty) days prior to the occurrence of a Change of
Control and ending 60 (sixty) days after such Change of Control.
A copy of the revised Programme Memorandum, in clean and blackline,
incorporating the proposed amendments, including the form of the Guarantee, is
available on the Issuer`s website at www.growthpoint.co.za.
A Noteholder entitled to attend and vote at the meeting is entitled to appoint
one or more proxies to attend and vote in his stead. A proxy need not also be a
Noteholder. A proxy form is annexed to this Notice for use by the Noteholder,
as Annexure "A", if required.
Proxy forms must be received at the registered office of Strate Limited and
copies thereof emailed to Absa Capital (a division of Absa Bank Limited) in the
manner set out in Annexure "A" annexed hereto not less than 48 hours before the
date of the meeting.
This Notice is being delivered to Strate Limited and the JSE Limited in
accordance with Condition 19 (as read with Condition 18.3) of the Terms and
Conditions.
SIGNED at Sandton on this the 13th day of December 2011.
For and on behalf of
GROWTHPOINT PROPERTIES LIMITED
________________________________ _______________________________
Name: Stuart Snowball Name: Estienne de Klerk
Capacity: Director Capacity: Director
14 December 2011
Debt sponsor
Absa Capital, the investment banking division of Absa Bank Limited (affiliated
with Barclays Capital)
ANNEXURE "A"
GROWTHPOINT PROPERTIES LIMITED
(Registration No. 1987/004988/06)
(the "Issuer")
FORM OF PROXY
For use by Noteholders of the Issuer at a meeting (the "Meeting") of Noteholders
to be held at The Place, 1 Sandton Drive, Sandton, South Africa, on 20 January
2012, at 10h00.
I/We
being a Noteholder ZAR_____________ Notes of the Issuer hereby appoint (see note
1):
1. or failing him/her
2. or failing him/her
3. the chairman of the Meeting,
as my/our proxy to act for me/us and on my/our behalf at the Meeting which will
be held for the purpose of considering and, if deemed fit, passing, with or
without modification, the resolution(s) to be proposed thereat and at any
adjournment thereof, and to vote for and/or against the resolution(s) and/or
abstain from voting in respect of the resolution(s), in accordance with the
following instructions (see notes attached):
For Against Abstain
(Insert (Insert (Insert
amount of amount of amount of
Notes Notes Notes
voting for) voting abstaining)
against)
Extraordinary Resolution No 1
Extraordinary Resolution No 2
Extraordinary Resolution No 3
SIGNED at _____________________on __________________________2011.
Signature
(Assisted by me (where applicable))
A Noteholder entitled to attend and vote is entitled to appoint a proxy to
attend, speak and on a poll vote in his/her stead at the Meeting and such proxy
need not also be a Noteholder.
NOTES
1 A Noteholder may insert the name of a proxy in the space provided, with or
without deleting "the chairman of the Meeting". The person whose name
stands first on the form of proxy and who is present at the Meeting will be
entitled to act as proxy to the exclusion of those whose names follow.
2 A Noteholder`s instructions to the proxy must be indicated by way of a
cross in the space provided. Failure to comply with the above will be
deemed to authorise the chairman of the Meeting, if he/she is the
authorised proxy, to vote in favour of the resolution at the Meeting, or
any other proxy, to vote in favour of the resolution at the Meeting, or any
other proxy to vote or to abstain from voting at the Meeting as he/she
deems fit, in respect of all the Noteholder`s votes exercisable thereat.
3 The form of proxy must be lodged via the Noteholders Participant with
Strate Limited ("Strate") and Absa Capital (a division of Absa Bank
Limited) ("Absa Capital"), as follows:
3.1 in respect of Strate Limited, either,
3.1.1 the original form of proxy must be lodged at the registered address of
Strate, 1st Floor, 9 Fricker Road, Illovo Blvd, Illovo, Sandton, 2196,
South Africa (marked for the attention of Mr. Steven Ingleby) not less
than 48 (forty-eight) hours before the time for holding the Meeting;
or
3.1.2 a copy of the proxy form must be faxed to Strate (for the attention of
Mr. Steven Ingleby at fax number 011 759 5505) not less than 48
(forty-eight) hours before the time for holding the Meeting with the
original proxy form to be lodged with Strate Limited at the address
specified in 3.1.1 above; and
3.2 in respect of Absa Capital, a copy of the proxy form must be emailed to
Absa Capital (for the attention of Ms Liza Bowles at
liza.bowles@absacapital.com) not less than 48 (forty-eight) hours before
the time for holding the Meeting.
4 The completion and lodging of this form of proxy will not preclude the
Noteholder from attending the Meeting and speaking and voting in person
thereat to the exclusion of any proxy appointed in terms hereof, should
such Noteholder wish to do so.
Date: 14/12/2011 11:37:00 Produced by the JSE SENS Department.
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