Woolworths - Share repurchase

Woolworths - Share repurchase                                                   
WOOLWORTHS HOLDINGS LIMITED                                                     
(Incorporated in the Republic of South Africa)                                  
(Registration number 1929/001986/06)                                            
Share code: WHL        ISIN: ZAE000028288                                       
("Woolworths" or "the company")                                                 
PRO RATA SHARE REPURCHASE BY WAY OF A SCHEME OF ARRANGEMENT                     
1.   INTRODUCTION                                                               
Further to the commentary attached to the results for the financial year ended  
30 June 2004, which was published on SENS on 19 August 2004, shareholders are   
advised that the board of directors of Woolworths ("the board"), after careful  
evaluation of various alternatives for the optimisation of the company"s balance
sheet structure, has decided to proceed with the securitisation of its in-store 
card book ("the securitisation").                                               
It is expected that, if successful, the securitisation will result in capital   
surplus to operational requirements of approximately R1 billion.  Accordingly,  
it is proposed that such surplus funds be distributed to Woolworths"            
shareholders through the repurchase by the company, in terms of section 85 of   
the Companies Act 1973 (Act 61 of 1973), as amended ("the Act"), of a pro rata  
portion of their Woolworths ordinary shares ("Woolworths shares") by way of a   
scheme of arrangement in terms of section 311 of the Act ("the proposed         
scheme").                                                                       
2.   SALIENT FEATURES                                                           
In terms of the proposed scheme, it is expected that Woolworths will acquire    
from each of its shareholders, excluding E-Com Investments 16 (Proprietary)     
Limited, a wholly owned subsidiary of Woolworths, between 8% and 13% of their   
total shareholding in Woolworths.  The repurchase price and ratio will be based 
on the 5-day volume weighted average Woolworths share price the day before the  
detailed terms announcement is published.   By way of example only, a R10 per   
Woolworths share repurchase price will result in a repurchase ratio of 11.5     
Woolworths shares per 100 Woolworths shares held.  Should the scheme be         
implemented, Woolworths will acquire, in aggregate, Woolworths shares ("the     
scheme shares") for a total cash consideration of approximately R1 billion.  The
scheme shares will be cancelled and restored to the status of authorised but    
unissued shares in the capital of Woolworths.                                   
3.   CONDITIONS PRECEDENT                                                       
The proposed scheme will be conditional, inter alia, upon the receipt of the    
necessary regulatory, shareholder and Court approvals.                          
4.   INDICATIONS OF SUPPORT                                                     
Shareholders holding, in aggregate, 71.53% of the Woolworths shares currently in
issue (excluding treasury shares) have confirmed, in writing, their support for 
the proposed scheme.                                                            
5.   FURTHER ANNOUNCEMENT                                                       
A detailed announcement including, inter alia, the repurchase price and ratio,  
timing and the financial effects of the repurchase is expected to be published  
before the end of March 2005.                                                   
Cape Town                                                                       
15 November 2004                                                                
Investment bank and transactional sponsor                                       
Standard Bank                                                                   
Corporate law advisers                                                          
Tabacks                                                                         
Sponsor                                                                         
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
CORPORATE FINANCE                                                               
Date: 15/11/2004 08:00:11 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department