Applicable exchange rate announcement
Growthpoint Properties Limited
Approved as a REIT by the JSE
Incorporated in the Republic of South Africa
Registration number 1987/004988/06
JSE Share code: GRT
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
17 December 2019
Announcement regarding Recommended Partial Offer and Subscription for Shares in Capital &
Regional plc (“Capital & Regional”) by Growthpoint Properties Limited (“Growthpoint”)
Applicable Exchange Rate Announcement
As explained in the offer document setting out the full terms and conditions of the Partial Offer published on
7 November 2019 (the “Offer Document”), Qualifying Capital & Regional Shareholders on the South African
Register who validly accept the Partial Offer in respect of their Capital & Regional Shares are entitled to
receive the equivalent of the Offer Price in South African rand based on the Applicable Exchange Rate.
Growthpoint today announces that the Applicable Exchange Rate is ZAR 18.9922 for each GBP 1.00.
The aggregate cash proceeds based on the Applicable Exchange Rate to which any Capital & Regional
Shareholder on the South African Register shall be entitled under the Partial Offer shall be rounded down to
the nearest South African cent.
As announced on 9 December 2019, payment will be despatched on 20 December 2019 to Capital &
Regional Shareholders on the South African Register who validly accepted the Partial Offer.
Defined terms used but not defined in this announcement have the meanings set out in the Offer
Growthpoint +27 (0) 11 944 6346
Lauren Turner, Investor Relations
Goldman Sachs (Financial adviser to Growthpoint) +44 (0) 20 7774 1000
Java Capital Trustees and Sponsors (JSE sponsor to Capital & + 27 (0) 11 722 3050
Investec Bank Limited (JSE sponsor to Growthpoint) + 27 (0) 11 286 7000
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.
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.
Date: 17-12-2019 11:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Email this JSE Sens Item to a Friend.