All the conditions precedent for this transaction are now fulfilled with the approval of the Competition Tribunal announced on Thursday, the High Court of South Africa sanctioning implementation of the scheme of arrangement on Tuesday, 9 May 2006 and the offer accepted by 90.11% of the unitholders present at the scheme meeting that was 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 two billion rand, becoming a wholly owned subsidiary of South Africa's largest JSE-listed property holding and investment company, Growthpoint.

Metboard will pay a special interim distribution to its linked unitholders in respect of the quarter ended 30 June 2006 to take account of the different financial year-ends of Metboard and Growthpoint. To ensure that the scheme consideration is settled on an ex-distribution basis, Growthpoint will also pay its final distribution for the six months to 30 June 2006. These payments will be announced on Friday, 28 July 2006.

Trade of Metboard linked units will be suspended from the opening of trade on Monday, 14 August 2006.

Growthpoint will implement the transaction by way of a scheme of arrangement ("the scheme") in terms of section 311 of the Companies Act. In terms of the scheme, 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.

Continuity of asset and property management, which is currently undertaken by Investec Property Group on behalf of both Growthpoint and Metboard, is also assured.

The combined portfolio, including Growthpoint's recent 1.4 billion rand acquisition of properties from Tresso Trading, will result in Growthpoint's property assets exceeding 13.5 billion rand in value and a market capitalisation of approximately 11 billion rand.

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