| Tue 27 Feb 2007, 7:00 | | GRT/PRA - Growthpoint/Paramount - Circular to rema |
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GRT PRA
GRT PRA
GRT/PRA - Growthpoint/Paramount - Circular to remaining Paramount Linked
Unitholders and remaining Paramount B Debenture holders and salient Dates
of the invocation of section 440(1)K
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")
SECTION 440K(1) CIRCULAR TO REMAINING PARAMOUNT LINKED UNITHOLDERS ("PARAMOUNT
LINKED UNIT HOLDERS") AND REMAINING PARAMOUNT B DEBENTURE HOLDERS ("PARAMOUNT B
DEBENTURE HOLDERS") AND SALIENT DATES OF THE INVOCATION OF SECTION 440(1)K
1. INTRODUCTION
Paramount linked unitholders and Paramount B debenture holders are referred to
the announcements dated 26 January 2007 and 12 February 2007, respectively,
informing them of Growthpoint`s intention to exercise its entitlement to
compulsorily acquire the remaining Paramount linked units and B debentures it
does not own, in terms of Section 440K(1) of the Companies Act, 1973, as
amended ("the Act")
2. SECTION 440K(1) CIRCULAR TO PARAMOUNT LINKED UNITHOLDERS AND PARAMOUNT B
DEBENTURE HOLDERS
A Section 440K(1) circular, incorporating the notice required by the Act and
forms of surrender and transfer, have been posted to the remaining Paramount
linked unitholders and Paramount B debenture holders today.
3. SUSPENSION AND TERMINATION OF THE LISTING OF PARAMOUNT LINKED UNITS ON THE
JSE
Paramount linked units will be suspended from the list of the JSE Limited
("JSE") with effect from the commencement of trade on Wednesday, 28 February
2007. The listing of Paramount linked units on the JSE will, unless an
application is made to the High Court of South Africa ("the Court") to prevent
the compulsory acquisition of the remaining Paramount linked units and
Paramount B debentures and the Court orders that Growthpoint shall not be
entitled to invoke the compulsory acquisition or the Court imposes conditions
of acquisition different from those in the initial offer circular, dated 18
December 2006, be terminated with effect from the commencement of trade on
Wednesday, 18 April 2007.
4. PAYMENT OF OFFER CONSIDERATION
In terms of the Section 440K(1) circular, Paramount linked unitholders and
Paramount B debenture holders can elect the following offer considerations:
4.1 in respect of the Paramount linked unitholders:
either the cash consideration of R6.71 per Paramount linked unit held
("linked unit cash consideration"); or,
1 new Growthpoint linked unit for every 1.44 Paramount linked units held,
rounded to the nearest whole number ("the linked unit consideration").
Failing receipt of any such acceptance from any Paramount linked unitholders,
such Paramount linked unitholders will be deemed to have accepted the linked
unit consideration.
4.2 in respect of the Paramount B debenture holders:
either the cash consideration of R6.07 for every Paramount B debenture held
("B debenture cash consideration"); or,
1 new Growthpoint linked unit for every 1.58 Paramount B debentures held
("B debenture consideration"), rounded to the nearest whole number.
Failing receipt of any such acceptance from any Paramount B debenture holder,
such Paramount B debenture holders will be deemed to have accepted the B
debenture consideration.
The linked unit cash consideration and the B debenture consideration are
expected to be settled on or about, Wednesday, 18 April 2007.
5. SALIENT DATES
2007
Notice given in terms of Section 440K(1)
of the Act Tuesday, 27 February
Listing of Paramount linked units
suspended on the JSE with effect
from the commencement of business on Wednesday, 28 February
Last day to apply to the High Court of
South Africa in terms of Section 440K(1)
of the Act Tuesday, 10 April
Compulsory acquisition of remaining
Paramount linked units and B debentures
becomes effective on the commencement
of business Wednesday, 11 April
Termination of listing of Paramount linked
units on the JSE from the commencement
of business on Wednesday, 18 April
Date of payment of the linked unit cash
consideration and the B debenture cash
consideration in respect of remaining
Paramount linked unitholders and/or
Paramount B debenture holders who have
not tendered their Paramount linked units
and/or Paramount B debentures pursuant
to the provisions of the Section 440K(1)
circular (to be held in safe custody in a
separate account for the benefit of such
remaining Paramount linked unitholders
and/or Paramount B debenture holders) Wednesday, 18 April
Notes:
1. The above dates and times are subject to amendment by Growthpoint. Any
such change will be announced on SENS and published in the press.
2. There will be no dematerialisation or rematerialisation of shares after
the notice to invoke Section 440K(1) has been announced.
3. All times indicated above are South African times.
Sandton
27 February 2007
Investment bank to Growthpoint
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to Growthpoint
Investec Bank Limited
Investec Bank Limited
(Registration number 1969/004763/06)
Legal adviser to Growthpoint
JOWELL GLYN & MARAIS
Sponsor to Paramount
NEDBANK Capital
Date: 27/02/2007 07:00:01 Produced by the JSE SENS Department.
