High Court of South Africa today sanctioned the implementation of the scheme of arrangement (“the scheme”) in terms of section 311 of the Companies Act by which Growthpoint Properties Limited (“Growthpoint”) will acquire all of the Metboard Properties Limited (“Metboard”) linked units held by Metboard unitholders

Growthpoint’s offer was accepted by 90.11% of the Metboard unitholders present at the scheme meeting held on Monday, 24 April.

This deal will result in Metboard, the only focused industrial property loan stock on the JSE Limited with industrial properties valued at approximately R2 billion, becoming a wholly owned subsidiary of South Africa’s largest JSE-listed property holding and investment company, Growthpoint.

Approval in terms of the Competition Act is the only consent still required for the final implementation of the scheme by which Metboard linked unitholders will receive new Growthpoint linked units based on a switch ratio of 1 new Growthpoint linked unit for every 1.9 Metboard linked units held. Thereafter the listing of Metboard’s linked units on the JSE will be terminated. This is expected to be finalised by the beginning of July, corresponding with Growthpoint’s new financial year.

The deal offered an immediate capital premium and will be non-dilutionary for Metboard linked unitholders while Growthpoint linked unitholders will benefit from a substantial growth in earning per unit and increased net asset value. Continuity of asset and property management, which is currently undertaken by Investec Property Group on behalf of both Growthpoint and Metboard, is also assured.

Special interim distributions will be declared once the Competition Commission’s approval has been obtained.  The special interim distribution by both companies is as a result of non-corresponding financial periods and to ensure that both companies are ex-distribution at the time the scheme is implemented. This will further benefit unitholders as they will receive their expected distribution sooner than in the normal course.

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Issued on behalf of :                             
Metboard Properties Limited
Estienne de Klerk
Tel. 011 286 7642
Cell 082 553 0873

Growthpoint Properties Limited             
Norbert Sasse
Tel. 011 286 7306
Cell     083 632 1599

 By                                                     
Marketing Concepts
Sandy Davey/Bronwen Noble
Tel. 011 783 0700
Cell 083 453 6668/082 855 4349