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GROWTHPOINT PROPERTIES LIMITED - Recommended partial offer and subscription for shares in Capital & Regional Plc by Growthpoint Properties Ltd

Release Date: 04/12/2019 09:20
Code(s): GRT CRP     PDF:  
 
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Recommended partial offer and subscription for shares in Capital & Regional Plc by Growthpoint Properties Ltd

CAPITAL & REGIONAL PLC                                          GROWTHPOINT PROPERTIES LIMITED
(Incorporated in the United Kingdom)                            Approved as a REIT by the JSE
(UK company number 01399411)                                    (Incorporated in the Republic of South Africa)
LSE share code: CAL JSE share code: CRP                         (Registration number 1987/004988/06)
LEI: 21380097W74N9OYF5Z25                                       Share code: GRT ISIN ZAE000179420
ISIN: GB0001741544                                              (“Growthpoint”)
(“Capital & Regional”)


ANNOUNCEMENT REGARDING RECOMMENDED PARTIAL OFFER AND SUBSCRIPTION FOR SHARES IN CAPITAL & REGIONAL PLC 
(“CAPITAL & REGIONAL”) BY GROWTHPOINT PROPERTIES LIMITED (“GROWTHPOINT”)
CLARIFICATION


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM, ANY 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

4 December 2019

On 17 October 2019 Growthpoint announced its firm intention to make a partial cash offer for 219,786,924 shares in
Capital & Regional and published an offer document setting out the full terms and conditions of the Partial Offer on 
7 November 2019 (the "Offer Document"). For the avoidance of doubt, the definition of Relevant Percentage set out in
the Announcement and the Offer Document excludes Subscription Shares and the final Relevant Percentage will be
calculated and announced on the basis of the number of Capital & Regional Shares in issue (excluding the
Subscription Shares) on the Record Date. The Capital & Regional Shares subject to the Partial Offer represent
approximately 30.2 per cent. of the current issued ordinary share capital of Capital & Regional.

The percentages of Capital & Regional Shares referred to in this document are based on a figure of 727,389,117 C&R
Shares in issue on 2 December 2019. Defined terms used but not defined in this announcement have the meanings set
out in the Offer Document unless otherwise stated.

Enquiries:

Growthpoint                                                                                  +27 (0) 11 944 6346
Lauren Turner, Investor Relations

Goldman Sachs (Financial adviser to Growthpoint)                                             +44 (0) 20 7774 1000
Nick Harper
Olivier Frendo
Dimitri Vlachos
Benjamin Holt

Java Capital Trustees and Sponsors (JSE sponsor to Capital & Regional)                       + 27 (0) 11 722 3050

Investec Bank Limited (JSE sponsor to Growthpoint)                                           + 27 (0) 11 286 7000

Important Notices

Goldman Sachs International (“Goldman Sachs”), which is authorised by the Prudential Regulation Authority
(“PRA”) and regulated by the Financial Conduct Authority (“FCA”) and the PRA in the United Kingdom, is acting as
financial adviser to Growthpoint and no one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than Growthpoint for providing the protections afforded to clients of Goldman
Sachs, or for giving advice in connection with the matters described in this Announcement or any matter referred to
herein. Neither Goldman Sachs nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Goldman Sachs in connection with this Announcement or any matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Partial Offer or otherwise.
The Partial Offer is being made solely pursuant to the terms of the Offer Document which contains the full terms and
conditions of the Partial Offer, and in the case of Capital & Regional shares held in certificated form on the UK
Register, the Form of Acceptance. Any decision or acceptance in relation to the Partial Offer should be made only on
the basis of the information contained in the Offer Document and Form of Acceptance (if applicable). Capital &
Regional Shareholders are advised to read carefully the Offer Document and Form of Acceptance (if applicable), once
they have been received.

This announcement has been prepared for the purpose of complying with English law and the City Code and the
information disclosed may not be the same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas Shareholders

The information contained herein is not for release, distribution or publication, directly or indirectly, in or into
Australia, Canada, Japan, New Zealand, the United States, or any other jurisdiction where the relevant action would
constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to
comply with any governmental or other consent or any registration, filing or other formality which Growthpoint
regards as unduly onerous (each a "Restricted Jurisdiction"). The release, publication or distribution of this
announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and
observe any applicable requirements.

Unless otherwise determined by Growthpoint or required by the City Code, and permitted by applicable law and
regulation, the Partial Offer is not being made, directly or indirectly, in, into or from, by use of the mails of, or by any
other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of foreign or interstate commerce of, or any facilities of a
national, state or other securities exchange of, any Restricted Jurisdiction, and shall not be capable of acceptance by
any such use, means, instrumentality or facility or from or within any Restricted Jurisdiction. Accordingly, copies of
the Offer Document, the Form of Acceptance and any related documents are not being (unless determined otherwise
by Growthpoint in its sole discretion or required by the City Code, and permitted by applicable law and regulation),
and must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed, sent or otherwise made
available (including, without limitation, by agents, custodians, nominees or trustees) in, into or from a Restricted
Jurisdiction, and persons receiving the Offer Document and/or Form of Acceptance and/or any related documents
(including, without limitation, agents, custodians, nominees and trustees) should observe these restrictions and must
not mail or otherwise forward, distribute, send or otherwise make them available in, into or from such jurisdiction.

Publication on Website

In accordance with Rule 26.1 of the City Code, a copy of this announcement will be published (subject to certain
restrictions relating to persons resident in restricted jurisdictions) at www.growthpoint.co.za and www.capreg.com by
no later than 12 noon (London time) on the business day following this announcement. The content of the website
referred to above is not incorporated into and does not form part of this announcement.

Date: 04-12-2019 09:20:00
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