Wrap Text
Disposal of 55% Undivided Share of Discovery Phase 1 And Acquisition of 45% Undivided Share of Discovery Phase 2
Growthpoint Properties Limited
Approved as a REIT by the JSE
Incorporated in the Republic of South Africa
Registration number 1987/004988/06
Share code: GRT ISIN: ZAE000179420
JSE Bond issuer code: GRTI
("Growthpoint" or "the Company")
VOLUNTARY ANNOUNCEMENT:
DISPOSAL OF 55% UNDIVIDED SHARE OF DISCOVERY PHASE 1 AND ACQUISITION OF 45%
UNDIVIDED SHARE OF DISCOVERY PHASE 2
Shareholders are advised that the Company has taken a strategic decision to
sell its 55% undivided share in the Discovery head office building known as
Discovery phase 1, to Discovery Propco Proprietary Limited ("Discovery
Propco"). The Company has simultaneously agreed to acquire a 45% undivided
share in the Discovery phase 2 building from Truzen 114 Trust ("Truzen").
Truzen are also disposing their 45% undivided share in Discovery phase 1 to
Discovery Propco. These transactions are interrelated and collectively align
with our strategic repositioning and capital allocation framework.
Disposal consideration of Discovery phase 1
The disposal consideration of R 2,317,500,000(55%) for Discovery phase 1 with a
GLA of 50,466m² (55%) per the sales agreement, will be settled in cash upon the
registration of transfer (effective date) and is subject to the fulfilment of
all conditions precedent.
Growthpoint's 55% share of Discovery phase 1 was valued at R2,234,864,537 at 30
June 2025.
Acquisition of a 45% undivided share of Discovery phase 2
Growthpoint has concluded an agreement with Truzen to acquire Truzen's 45%
undivided share in the Discovery phase 2 building for a purchase consideration
of R323,100,000 ("Discovery phase 2 acquisition"). The effective date will be
upon registration of transfer and fulfilment of suspensive conditions.
Following implementation, Growthpoint will own 100% of the Discovery phase 2
building.
The building measuring 19,369m² (100%) was fully let as at 30 June 2025.
Conditions Precedent
Shareholders are advised that the transactions constitutes a large merger as
defined in the Competition Act, 89 of 1998 (as amended). The merger will
undergo the required regulatory processes and remains subject to Competition
Tribunal approval.
Strategic Rationale
These transactions are consistent with Growthpoint's ongoing capital allocation
discipline and its approach to actively managing the composition of the
domestic portfolio. As part of this process, the Company continually assesses
opportunities to optimise portfolio balance, including selectively realising
value from assets where concentration considerations or longer-term portfolio
objectives warrant such action. In this context, Discovery phase 1 was
identified for disposal, notwithstanding its P-grade quality, allowing
Growthpoint to responsibly manage exposure while maintaining overall portfolio
quality.
The disposal reduces the group's office exposure, in Gauteng and Sandton, and
contributes to a reduction in single tenant asset concentration within this
node. It also supports the continued, measured rebalancing of the South African
portfolio toward sectors and regions that are expected to deliver more stable
and resilient income profiles over the longer term, including retail, logistics
and increased Western Cape exposure.
Shareholders are advised that, from a metrics perspective, the disposal of
Discovery phase 1 will result in a higher reported office vacancy percentage,
as a large, fully let asset is removed from the portfolio.
The Discovery phase 2 acquisition supports the overall transaction structure
and enables Growthpoint to retain an appropriate presence within the Sandton
Summit precinct.
Discovery phase 2 is a prime, P-grade, multi-tenanted office building,
providing improved income diversification and reduced letting risk relative to
single-tenant assets. The asset was acquired at an attractive value, which is
considered appropriate in the current market environment and supports the
quality and sustainability of the group's retained office portfolio.
Financial Effects
The full financial effects of the transaction will be reported in the results
for the 6 months ended 31 December 2025, which will be published on Wednesday,
11 March 2026.
The net proceeds from the transaction are as follows:
Disposal price of Discovery phase 1 (55%) R2,317,500,000
Acquisition price of Discovery phase 2 (45%) (R323,100,000)
Total net proceeds R1,994,400,000
The transactions are not a categorised transaction in terms of the JSE Limited
Listings Requirements and as such this announcement has been released on a
voluntary basis.
6 February 2026
Equity and Debt Sponsor
Investec Bank Limited
Date: 06-02-2026 08:00:00
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