Growthpoint Properties : Partial offer & share subsciption

Following Growthpoint's announcement on 17 October 2019 of its firm intention to make a partial cash offer for 219 786 924 shares in Capital & Regional plc ("Capreg"), representing approximately 30.2 per cent. of the current issued ordinary share capital of Capreg (the "Partial Offer") before taking account of the Share Subscription, and following the publication of the offer document setting out the full terms and conditions of the Partial Offer on 7 November 2019 (the "Offer Document"), Growthpoint announces that the Acceptance Condition to the Partial Offer has been satisfied and, accordingly, the Partial Offer has become unconditional as to acceptances.

Level of Acceptances
As at 3.00 pm (London time) on 27 November 2019, Growthpoint had received valid acceptances in respect of a total of 340 922 941 Capreg Shares, representing approximately 46.9 per cent. of the issued ordinary share capital of Capreg. Therefore, the Acceptance Condition to the Partial Offer has been satisfied.

In respect of 97 241 311 Capreg Shares (representing approximately 13.4 per cent. of the issued ordinary share capital of Capreg) Growthpoint has received valid acceptances from parties who provided irrevocable undertakings and letters of intent. In addition, in respect of 51 106 466 Capreg Shares (representing approximately 7.0 per cent. of the issued ordinary share capital of Capreg) Growthpoint is aware that instructions to accept the Partial Offer have been given by parties who provided irrevocable undertakings and letters of intent.

So far as Growthpoint is aware, none of these acceptances have been received from persons acting in concert with Growthpoint. Each of the Growthpoint Directors who are interested in Capreg Shares (and are, therefore, deemed to be acting in concert with Growthpoint) has given instructions to accept the Partial Offer in respect of part or all of their shareholdings. As at the close of business on 26 November 2019, the Growthpoint Directors who are interested in Capreg Shares held 3 472 130 Capreg Shares in aggregate (representing approximately 0.5 per cent of the issued ordinary share capital of Capreg).

Continuation of the Partial Offer and actions to be taken
Growthpoint announces that, in accordance with Rule 31.4 of the City Code, the Partial Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptances until the second closing date, which is 1.00 pm (London time) on 13 December 2019.

Qualifying Capreg Shareholders who wish to accept the Partial Offer should do so as soon as possible and in advance of the second closing date. Details of the procedures for accepting and approving the Partial Offer are set out in the Offer Document published on 7 November 2019. The Offer Document is also available on Growthpoint's website at www.growthpoint.co.za and on Capreg's website at www.capreg.com. As a result of the scaling down that may be applied to all acceptances of the Partial Offer (as further explained in paragraph 17 of Part 1 of the Offer Document), any Capreg Shares tendered by Qualifying Capreg Shareholders in excess of their Relevant Percentage may, depending on the number of Capreg Shares tendered by other Qualifying Capreg Shareholders, not form part of the Capreg Shares acquired by Growthpoint as part of the Partial Offer and be returned to Qualifying Capreg Shareholders in accordance with the procedures set out in the Offer Document. In the event that scaling down is required, Growthpoint will make an announcement stating the basis of such scaling down by no later than 9.00 a.m. (London time) on the second Business Day following the closing of the Partial Offer.