WINHOLD LIMITED - Proposed Disposal of T and E Pipe Systems and Renewal of Further Cautionary

Proposed Disposal of T and E Pipe Systems and Renewal of Further Cautionary

Winhold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1945/019679/06)
Share code WNH ISIN ZAE000033916
(“Winhold” or “the company”)




ANNOUNCEMENT TO SHAREHOLDERS REGARDING THE PROPOSED DISPOSAL OF
T AND E PIPE SYSTEMS (A DIVISION OF INMINS TRADING PROPRIETARY LIMITED, A 74.9%
OWNED SUBSIDIARY OF WINHOLD) (“T AND E”) AND RENEWAL OF FURTHER
CAUTIONARY ANNOUNCEMENT




1.    INTRODUCTION
      Further to the further cautionary announcement dated 2 August 2012, shareholders are
      advised that Winhold has entered into an agreement in principle in terms of which it will
      dispose of its interests in T and E to Robor Limited (“the purchaser” and “the disposal”) and
      the conclusion of a supply agreement with Inmins, preliminary details of which are
      contained in this announcement. The definitive agreements governing the disposal are in
      the course of preparation.


      The disposal is subject inter alia to the conditions precedent set out in paragraph 4 below.


2.    RATIONALE FOR THE DISPOSAL


      T and E has experienced difficult market conditions which suppressed volumes
      significantly which caused under utilisation of capacity resulting in severe funding
      pressures. The ROBOR Group have in-group products available which otherwise had to be
      outsourced which makes the product more competitive and this should enable T and E to
      become profitable again. Robor will also sign a distribution agreement with Inmins to
      distribute their full range of products.

3.    DETAILS OF THE DISPOSAL


3.1   Winhold will dispose of T and E to the purchaser for an amount to be determined after the
      due diligence exercise. The consideration will be settled in cash on the closing date of the
      disposal, which will be the third business day after the fulfilment of the conditions precedent
      set out below (“the closing date”).


3.2   The agreement will contain limited warranties that are usually found in agreements
      regarding transactions of this nature.


3.3   The proceeds of the disposal will be used to reduce debt and improve the gearing profile of
      the company.


4.    CONDITIONS PRECEDENT
      The conditions precedent to which the disposal is subject are, inter alia:
      4.1      The completion of a due diligence review by Robor;
      4.2      Finalization of legal agreements, including the Robor product distribution
               agreement;
      4.3      a written resolution of the board of directors of Winhold and Robor approving the
               transactions;
      4.4      approval of the disposal by the shareholders of Winhold in a special general
               meeting;
      4.5      approval of the documentation required to implement the disposal by the
               necessary regulatory authorities, including the Johannesburg Stock Exchange;
               and the Competition Commission of South Africa.


5.    FINANCIAL EFFECTS OF THE DISPOSAL
      The financial effects of the disposal cannot at this stage be determined with any
      reasonable accuracy and such effects therefore will be published in a further
      announcement once they have been determined and the agreement concluded.


6.    RENEWAL OF FURTHER CAUTIONARY ANNOUNCEMENT
      The further cautionary announcement dated 2 August 2012 is hereby renewed and will be
      withdrawn when the financial effects of the disposal are released.


7.    CIRCULAR TO SHAREHOLDERS
      A circular containing details of the disposal and a notice convening a special general
      meeting of the company will be posted to the shareholders of Winhold in due course.

By order of the board.


Johannesburg
4 September 2012


Sponsor                              Attorneys
Arcay Moela Sponsors                 Fluxmans


Auditors and Reporting Accountants
BDO South Africa Inc.

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