| Thu 15 Jun 2006, 12:54 | | Metboard/ Growthpoint - Fulfilment Of The Remainin |
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GRT MPL
GRT MPL
Metboard/ Growthpoint - Fulfilment Of The Remaining Condition Precedent
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")
FULFILMENT OF THE REMAINING CONDITION PRECEDENT TO WHICH THE SCHEME OF
ARRANGEMENT PROPOSED BY GROWTHPOINT BETWEEN METBOARD AND THE HOLDERS OF
METBOARD LINKED UNITS, OTHER THAN GROWTHPOINT, IS SUBJECT AND REMAINING
SALIENT DATES
1. INTRODUCTION
Metboard linked unitholders are referred to the previous announcements
regarding the scheme of arrangement (the "Metboard 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 Metboard linked
units, other than Growthpoint ("scheme members"), to acquire all of the Metboard
linked units held by scheme members ("scheme units"). In terms of the Metboard
scheme, scheme members recorded as such in the register on Friday, 18 August,
2006, being the consideration record date of the scheme ("scheme participants"),
will receive 1 new Growthpoint linked unit for every 1.9 Metboard linked units
held, rounded to the nearest whole number ("scheme consideration").
2. FULFILMENT OF THE REMAINING CONDITION PRECEDENT
The Competition Tribunal approved the implementation of the scheme on
Wednesday, 14 June 2006. Accordingly, all the conditions precedent have now been
fulfilled and the scheme will become operative. As a result, Metboard will be
consolidated into Growthpoint with effect from 30 June 2006 ("effective date").
3. SETTLEMENT OF THE SCHEME CONSIDERATION
It is a term of the scheme that Metboard pays a special interim
distribution to its linked unitholders in respect of the quarter ending 30 June
2006 prior to the operative date of the scheme to take account of the different
financial year-ends of Metboard and Growthpoint. To ensure that the scheme
consideration is settled on an ex-distribution basis, Growthpoint will also need
to pay its final distribution for the six months to 30 June 2006 before the
operative date. It will take approximately 4 weeks from the effective date for
Metboard and Growthpoint to determine these distributions, which results in the
remaining salient dates set out in paragraph 4 below.
4. REMAINING SALIENT DATES
Important dates and times 2006
Final date of the scheme Thursday, 15 June
Effective date of the scheme Friday, 30 June
Growthpoint notice of final distribution for the
six-month period to 30 June 2006
("the Growthpoint distribution") Thursday, 27 July
Metboard notice of quarterly distribution to 30 June 2006
("the Metboard distribution") Thursday, 27 July
Last day to trade Growthpoint linked units to receive
the Growthpoint distribution Friday, 11 August
Last day to trade Metboard linked units to receive the
Metboard distribution and receive the
scheme consideration Friday, 11 August
Growthpoint linked units trade ex-distribution Monday, 14 August
Suspension of trading in Metboard linked units on the
JSE Limited ("JSE") (from the commencement of business) Monday, 14 August
Consideration record date, being the date on which a
holder of Metboard linked units must be recorded in the
register as such to receive the scheme consideration Friday, 18 August
Payment date of the Growthpoint distribution and the
Metboard distribution Monday, 21 August
Operative date of the scheme when:
* the scheme consideration will be posted to
certificated scheme participants (if documents of title
are received on or prior to the consideration record date)
or failing receipt of documents of title on or before
the consideration record date, within five business
days of receipt thereof by the transfer secretaries; and
* dematerialised scheme participants will have their
accounts held at their CSDP debited with their
Metboard linked units and credited with the
scheme consideration. Monday, 21 August
Termination of Metboard listing on the JSE Monday, 21 August
Note:
1. These dates and times are subject to change. Any such change will be
announced on SENS and published in the press.
2. Metboard linked units may not be dematerialised or rematerialised
after Friday, 11 August 2006.
Johannesburg
15 June 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: 15/06/2006 12:54:05 PM Produced by the JSE SENS Department
