| Fri 26 Jan 2007, 11:19 | | GRT/ PRA - Growthpoint/ Paramount - Closure of Par |
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GRT PRA
GRT PRA
GRT/ PRA - Growthpoint/ Paramount - Closure of Paramount linked unit offer,
extension of B Debenture offer
Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code: GRT & ISIN: ZAE000037669
("Growthpoint")
Paramount Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 1945/019928/06)
Share code: PRA & ISIN: ZAE000028577
("Paramount")
CLOSURE OF PARAMOUNT LINKED UNIT OFFER, EXTENSION OF B DEBENTURE OFFER AND
NOTICE TO PARAMOUNT LINKED UNITHOLDERS IN TERMS OF SECTION 440K(1) OF THE
COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED (the "COMPANIES ACT")
1. INTRODUCTION
Further to the salient dates announcement, dated 18 December 2006, Paramount
linked unitholders, other than Growthpoint ("Paramount linked unitholders") and
Paramount B debenture holders are advised that:
- the closing date of the offer to acquire all the Paramount linked units
held by the Paramount linked unitholders ("linked unit offer") will not be
extended and accordingly will close today, Friday, 26 January 2007.
- the closing date of the offer to acquire all the unlisted B debentures ("B
Debenture offer") in issue is hereby extended to 12:00 (South African time)
on Friday, 9 February 2007.
2. PARAMOUNT LINKED UNITHOLDERS
As at 12:00 on Thursday, 25 January 2007, Growthpoint had received acceptances
in respect of 138 823 728 Paramount linked units equating to 95.3% of Paramount
linked units held by the Paramount linked unitholders. Effectively Growthpoint
will hold 241 634 494 Paramount linked units or 97.24% of Paramount linked units
in issue.
Accordingly, Growthpoint will exercise its entitlement to compulsorily acquire
the remaining Paramount linked unitholders` linked units in terms of section
440K of the Companies Act. The Companies Act allows the offeror to compulsorily
acquire the interests held by the minorities once it has received acceptances
for not less than nine-tenths of a class of securities in issue.
3. EXTENSION OF THE B DEBENTURE OFFER AND REVISED SALIENT DATES
As at 12:00 on Thursday, 25 January 2007, Growthpoint had received acceptances
from 812 219 Paramount B debenture holders, equating to 56.1% of Paramount B
debentures in issue. Growthpoint has therefore decided to extend the date for
acceptances of the B debenture offer in order to obtain further acceptances from
Paramount B debenture holders.
The revised salient dates and times of the B Debenture offer are set out below:
2007
Record date for participating in the B Friday, 9 February
Debenture offer
Closing date of the B Debenture offer at 12:00 Friday, 9 February
South African time ("closing date")
Results of B Debenture offer to be released on Monday, 12 February
SENS
Results of B Debenture offer to be published Tuesday, 13 February
in the South African press
The above dates and times are subject to amendment by Growthpoint.
Any such change will be released on SENS and published in the press.
Paramount B debenture holders tendering their B debentures on 9 February 2007
will be settled by no later than 16 February 2007. Paramount B debenture holders
tendering their Paramount B debentures on any day before the closing date will
be settled within 5 business days from the date of tender.
Certificated Paramount B debenture holders wishing to accept the
offer are required to complete the form of acceptance, surrender and transfer
(blue) included in the circular to Paramount linked unitholders containing the
offer, which was posted on 18 December 2006 in accordance with the instructions
therein to be received by no later than 12:00 on the closing date.
4. FURTHER DOCUMENTATION
An announcement informing Paramount linked unitholders of the final results of
the linked unit offer is expected to be made on or about Monday, 29 January
2007.
A further announcement informing B debenture holders of the final results of the
B debenture offer is expected to be made on or about Monday, 12 February 2007.
A circular incorporating a notice in terms of section 440K(1) of the Companies
Act, is expected to be posted to Paramount linked unitholders and Paramount B
debenture holders (if relevant) on or about Wednesday, 14 February 2007.
Sandton
26 January 2007
Investment bank to Growthpoint Sponsor to Growthpoint
(Investec Corporate Finance) (Investec Bank Limited)
Legal adviser to Growthpoint Independent adviser and sponsor to
Paramount
(Jowell Glyn Marais) (Nedbank Capital)
Legal adviser to Paramount Independent reporting accountants
and auditors
(Cliffe Dekker ) (Ernst & Young )
Date: 26/01/2007 11:19:01 Produced by the JSE SENS Department.
