| Tue 7 Aug 2001, 0:00 | | Growthpoint: Debt Funding And Vendor Consideration |
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GROWTHPOINT PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
("Growthpoint")
Announcement regarding debt funding and vendor consideration placement
1. INTRODUCTION
Growthpoint linked unit holders are referred to the detailed announcement
published in the press on Friday, 6 July 2001 informing linked unit holders
that Growthpoint had entered into an agreement ("the agreement") with
Sentinel Mining Industry Retirement Fund ("Sentinel") and Mine Employees
Pension Fund ("MEPF") in terms of which it will acquire a portfolio of 51
properties from Sentinel and MEPF for a total purchase consideration of R1
539,8 million ("the acquisition").
In terms of the agreement, the total purchase consideration will be settled
as follows:
* the payment of a cash consideration of R461,9 million, to be financed in
terms of debt funding to be obtained from a banking consortium; and
* the balance of R1 077,9 million through the issue to Sentinel and MEPF, in
renounceable form, of 1 197 622 222 new Growthpoint linked units at a price
of 90 cents per linked unit ("the vendor consideration units").
2. DEBT FUNDING
Investec Bank Limited ("Investec") is authorised to announce that a banking
consortium comprising Investec, ABSA Bank Limited ("ABSA"), FirstRand Bank
Limited ("FirstRand"), acting through its FNB Corporate division and The
Standard Bank of South Africa Limited ("Standard Bank"), acting through its
Standard Bank Properties division, have irrevocably agreed to provide
Growthpoint, in equal one-quarter shares, with a total debt facility of
R800,0 million.
The total debt facility will be split into four tranches. Details of each
tranche are set out in the table below:
Expected
Amount Term Interest rate drawdown date Repayment terms
R154 Three years Fixed rate based
million on three-year 31 August 2001 Interest only;
swap rate at time fixed interest with
of drawdown bullet repayment
profile
R154 Five years Fixed rate based
million on five-year 31 August 2001 Interest only;
swap rate at time fixed interest with
of drawdown bullet repayment
profile
R154 Seven years Fixed rate based
million on seven-year 31 August 2001 Interest only;
swap rate at time fixed interest with
of drawdown bullet repayment
profile
R338 Variable/ Fixed in advance
million for three-month As and when To be agreed as and
when
Floating periods required drawdowns occur
based on the
three-month
JIBAR rate, with
the option of
fixing for longer
periods as and when
drawdowns occur
Security for the total debt facility of R800,0 million is to be provided in
the form of first covering mortgage bonds over certain of the Growthpoint
properties valued at R1 400,0 million.
3. VENDOR CONSIDERATION PLACEMENT
In terms of the agreement, Sentinel and MEPF will renounce a minimum of 20%
of the vendor consideration units in favour of selected institutional,
private and other investors which units are to be placed by Growthpoint and
its advisers, Investec Corporate Finance.
Investec is authorised to announce that Investec, ABSA, FirstRand and
Standard Bank have entered into an underwriting agreement with Growthpoint,
in terms of which they have underwritten the placement of vendor
consideration units at 90 cents per linked unit, amounting to R400,0
million, equal to 37,1% of the total vendor consideration units to be issued
("the vendor placement units").
The forward yield at which the vendor placement units are to be placed
with selected institutional, private and other investors amounts to 13,85%.
4. GROWTHPOINT CIRCULAR TO LINKED UNIT HOLDERS AND GENERAL MEETING
A circular containing full details of the acquisition, and incorporating
Revised Listing Particulars in compliance with the Listings Requirements of
the JSE Securities Exchange South Africa ("JSE"), was posted to Growthpoint
linked unit holders on Thursday, 2 August 2001.
The Growthpoint general meeting to pass the necessary special and
ordinary resolutions to approve the acquisition will be held on Friday, 24
August 2001 at 09:30 at the registered office of Growthpoint, 1st Floor, 100
Grayston Drive, Sandton, 2196.
It is anticipated that the vendor consideration units will be listed on
the JSE on or about 31 August 2001.
Johannesburg
7 August 2001
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor
Investec Securities Limited
Member of the JSE
Registration No. 1972/008905/06
