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GRT MPL
GRT MPL
Metboard/ Growthpoint - Sanction of the Metboard Scheme of Arrangement
Metboard Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/005425/06)
Share code: MPL & ISIN: ZAE000014874
("Metboard")
Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code: GRT & ISIN: ZAE000037669
("Growthpoint")
SANCTION OF THE METBOARD SCHEME OF ARRANGEMENT
1. INTRODUCTION
Metboard linked unitholders are referred to the previous announcements regarding
the scheme of arrangement (the "scheme") in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("Companies Act"), proposed by
Growthpoint between Metboard and the holders of the Metboard linked units, other
than Growthpoint ("scheme members"), to acquire all of the Metboard linked units
held by the scheme members ("scheme units"). In terms of the scheme, scheme
members, recorded as such on the consideration record date of the scheme
("scheme participants"), which date is to be released on SENS and published in
the press, will receive 1 new Growthpoint linked unit for every 1.9 Metboard
linked units held, rounded to the nearest whole number.
2. SANCTION OF THE SCHEME
Subsequent to the approval of the scheme by the requisite majority of scheme
units held by scheme members at the scheme meeting held on Monday, 24 April
2006, Metboard linked unitholders are advised that the scheme was sanctioned by
the High Court of South Africa (Witwatersrand Local Division) ("the Court") on
Tuesday 9 May 2006.
3. REMAINING CONDITIONS PRECENDENT
The scheme is subject to the fulfillment of the following remaining conditions
precedent:
3.1 registration of a certified copy of the Order of Court sanctioning the
scheme by the Registrar of Companies in terms of the Companies Act; and
3.2 the implementation of the scheme being approved in terms of the Competition
Act 1998 (Act 89 of 1998), as amended.
4. REMAINING SALIENT DATES
The remaining salient dates and times will be released on SENS and published in
the press once the order of court sanctioning the scheme has been registered by
the Registrar of Companies and after a decision has been received from the
Competition Authorities.
Johannesburg
9 May 2006
Investment bank to Growthpoint
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to Growthpoint
Investec Bank Limited
(Registration number 1969/004763/06)
Legal adviser to Growthpoint
Jowell, Glyn & Marais
Independent adviser and lead sponsor to Metboard
Ernst & Young
EY Corporate Finance (Pty) Ltd
(Registration number 2000/031575/07)
Sponsor to Metboard
Investec Bank Limited
(Registration number 1969/004763/06)
Legal adviser to the scheme
Fluxmans Attorneys
Website: www.fluxmans.com
Fluxmans Inc. Registration No: 2000/024775/21
Reporting accountants
Ernst & Young
Chartered Accountants (SA)
(Registered Accountants and Auditors)
Metboard debenture trustee
Knowles Husain Lindsay Inc Attorneys
(Registration number 2000/000004/21)
Date: 09/05/2006 04:06:09 PM Produced by the JSE SENS Department
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