News

Proposed merger with GPT Metro Office Fund

6 May 2016

Growthpoint Properties Australia Limited, in its own capacity and as responsible entity for the Growthpoint Properties Australia Trust (“Growthpoint ” or “GOZ ”) today announced that it has issued a revised proposal to acquire all of the outstanding units in GPT Metro Office Fund (“GMF ” or “GPT Metro ”) by way of a trust scheme and it has agreed with the Independent Board Committee (“IBC ”) of GPT Platform Limited, the responsible entity of GMF, a non-binding preliminary term sheet (“Term Sheet”).

The Term Sheet sets out the key terms and steps by which Growthpoint proposes to acquire 100% of the outstanding units of GPT Metro by way of a recommended trust scheme (“The Proposed Transaction”), subject to due diligence and agreement on the key transaction documents. The Term Sheet provides for a 20 Business Day exclusivity period during which the parties will negotiate the detailed terms of a Scheme Implementation Agreement which will reflect the key commercial terms which have been agreed and are set out in the Term Sheet as included as Appendix A to this announcement. During this exclusivity period, Growthpoint will conduct confirmatory due diligence on GMF and GMF will conduct limited confirmatory due diligence on Growthpoint.

Proposed Transaction Highlights

  • GMF unitholders to receive improved standard consideration of 0.3756 Growthpoint securities plus $1.185 cash for each GMF unit.
  • A “Mix and Match” facility will be available whereby GMF unitholders may elect to receive maximum scrip consideration of 0.7512 Growthpoint securities or maximum cash consideration of $2.37 per GMF unit subject to scaleback1.
  • The IBC intends to unanimously recommend the Proposed Transaction, subject to the completion of satisfactory due diligence by GMF, no superior proposal being made and an Independent Expert opining that the transaction is fair and reasonable to, and in the best interests of, GMF unitholders and not withdrawing that opinion.
  • GMF unitholders to receive a meaningful premium to recent trading prices, with the scrip consideration allowing GMF unitholders to share in the benefits of combining the two businesses including markedly improved portfolio size and diversification, earnings accretion/enhanced growth outlook, internalised management and increased liquidity.
  • Opportunity for Growthpoint to carefully expand and diversify its portfolio in an accretive and cost effective manner.

Growthpoint Managing Director, Tim Collyer, said:

“We are pleased to have agreed on the Term Sheet with the IBC on the potential acquisition of GPT Metro and believe the Proposed Transaction represents a compelling value proposition for both GMF and Growthpoint securityholders. We look forward to working with the IBC and its advisers to finalise confirmatory due diligence, agree the key transaction documents and formally present the Proposed Transaction to GMF unitholders to combine our two high quality and complimentary portfolios.”

Further information

 


Notes

1. Allocation will be subject to scale-back (if necessary) on a pro rata basis to ensure the aggregate consideration payable by Growthpoint is 48.3 million Growthpoint securities and $152.3 million in cash.