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Specific repurchase of ordinary shares in WBHO
Wilson Bayly Holmes - Ovcon Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO
ISIN: ZAE000009932
(“WBHO” or “the Company”)
SPECIFIC REPURCHASE OF ORDINARY SHARES IN WBHO
INTRODUCTION
At a general meeting held on 11 October 2006 relating to the introduction of a BEE
shareholding into WBHO, shareholders passed, inter alia, a special resolution whereby
WBHO is required to repurchase from Akani Investment Holdings (Proprietary) Limited
(“Akani”), at a purchase price of one cent per share, so many ordinary shares in WHBO as
determined under the applicable repurchase formula detailed in the subscription and
repurchase agreements.
In terms of the subscription and repurchase agreements WBHO has, with effect from 3
December 2015 repurchased 2 809 936 of WBHO shares from Akani as detailed below
Total number of ordinary shares repurchased 2 809 936
Total value of ordinary shares repurchased R 28 099.36
Price per ordinary share R0.01
Ordinary shares in issue on 30 June 2015, the date of WBHO’s
most recent financial year end 66 000 000
Issued share capital after the cancellation 63 190 064
Akani allocated and unallocated shares held after cancellation 6 829 501
Treasury shares as defined by the JSE Listing requirements held 3 032 522
after the cancellation
Opinion of the directors
The directors of WBHO have considered the impact of the share repurchase and are of the
opinion that:
- WBHO and its subsidiaries will in the ordinary course of business be able, to repay
its debts for a period of 12 months from the date of this announcement.
- the assets of WBHO and its subsidiaries are in excess of the liabilities, measured in
accordance with the accounting policies used in the latest audited consolidated
annual financial statements for the year ended 30 June 2015.
- the ordinary share capital and reserves of WBHO and its subsidiaries will be
adequate for a period of 12 months from the date of this announcement.
- the working capital of WBHO and its subsidiaries will be adequate for a period of 12
months from the date of this announcement.
The directors have assessed the possible effects of the repurchase of shares on the liquidity
and solvency of WBHO prior to the implementation of the share repurchase and are satisfied
that WBHO and its subsidiaries have passed the solvency and liquidity test and that there
have been no material changes to the financial position of WBHO and its subsidiaries since
the test was performed.
Financial Impact
The specific repurchase will be funded from WBHO’s cash facilities and will result in a
decrease in equity as a result of the repurchase and cancellation of WBHO shares.
JSE LISTING
Application will be made to the JSE for the cancellation of the 2 809 936 shares, which
represent 4.26% of WBHO’s current issued share capital.
For and on behalf of the Board
Johannesburg
11 December 2015
Sponsor
Investec Bank Limited
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