WHL - Woolworths Holdings Limited - Specific Repurchase by Woolworths in terms

WHL - Woolworths Holdings Limited - Specific Repurchase by Woolworths in terms  
of Section 85 of the Companies Act 1973 (Act 61 Of 1973), as amended, ("The     
Act") of its own ordinary shares held as Treasury Shares by E-Com Investments 16
(Proprietary) Limited ("E-Com"), A Wholly-Owned Subsidiary                      
WOOLWORTHS HOLDINGS LIMITED                                                     
(Incorporated in the Republic of South Africa)                                  
(Registration number 1929/001986/06)                                            
Share code: WHL                                                                 
ISIN: ZAE000063863                                                              
("Woolworths")                                                                  
SPECIFIC REPURCHASE BY WOOLWORTHS IN TERMS OF SECTION 85 OF THE COMPANIES ACT   
1973 (ACT 61 OF 1973), AS AMENDED, ("THE ACT") OF ITS OWN ORDINARY SHARES HELD  
AS TREASURY SHARES BY E-COM INVESTMENTS 16 (PROPRIETARY) LIMITED ("E-COM"), A   
WHOLLY-OWNED SUBSIDIARY                                                         
Introduction and rationale for the specific repurchase                          
As at Tuesday 8 July 2008, being the last practicable date prior to the         
finalisation of the circular referred to in paragraph 4 below ("the last        
practicable date"), the treasury shares constituted 9.84% of the entire issued  
ordinary share capital of Woolworths. In terms of section 89 of the Act,        
subsidiaries may only hold up to a maximum of 10% in the aggregate of the total 
issued share capital of their holding company. Due to the fact that the number  
of the treasury shares is approaching this 10% threshold, Woolworths` ability to
continue to purchase its own shares and to hold such shares as treasury shares, 
through its subsidiaries is limited. In order to create new capacity for        
Woolworths to purchase further Woolworths ordinary shares through its           
subsidiaries, the directors of Woolworths("the directors") have resolved that   
Woolworths should purchase the treasury shares from E-Com. The treasury shares  
will, following their purchase, be cancelled as issued shares in the capital of 
Woolworths and restored to the status of authorised but unissued shares. The    
treasury shares are expected to be delisted from the JSE Limited ("JSE") once   
the special resolution relating to the repurchase has been registered by the    
Companies and Intellectual Properties Registration Office on or about 25 August 
2008.                                                                           
The specific repurchase                                                         
The repurchase will be at a price of R9.54 per Woolworths ordinary share, being 
the 3-day volume weighted average share price for Woolworths on the JSE on the  
last practicable date. The repurchase will have no financial effect on          
Woolworths or Woolworths shareholders, other than in respect of the transaction 
costs which are normally incurred in transactions of this nature and which will 
be paid out of available cash resources.                                        
Application will be made to the JSE for the delisting of the treasury shares    
once they have been repurchased. The shares will be cancelled against share     
capital and distributable reserves.                                             
Conditions                                                                      
The repurchase is a specific repurchase in terms of section 85 of the Act and as
such is subject to approval being given at the general meeting referred to below
in terms of a special resolution by Woolworths shareholders. In terms of the JSE
Listings Requirements and the provisions of the Act, shares held by a Woolworths
share trust or scheme and E-Com will be excluded from voting on the special     
resolution of shareholders required to authorise the specific repurchase.       
However, the Woolworths preference shares held by the Woolworths Employee Share 
Ownership Trust will, in terms of a dispensation granted by the JSE, be         
permitted to vote on such resolution.                                           
Circular and general meeting                                                    
A circular has been posted to shareholders today, 25 July 2008, including a     
notice convening a general meeting to be held at 11h00 on Monday 18 August 2008,
in the Auditorium, 1st Floor Woolworths House, 93 Longmarket Street, Cape Town, 
8001, for the purpose of considering and, if deemed fit, passing with or without
amendment, the special and ordinary resolutions necessary to effect the         
repurchase as well as the amendment of the Woolworths Holdings Share Trust Deed 
to cater for share repurchases of, reductions in and redemptions of Woolworths` 
share capital.                                                                  
Cape Town                                                                       
25 July 2008                                                                    
Merchant bank and sponsor                                                       
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Corporate law adviser                                                           
Taback and Associates (Proprietary) Limited                                     
Date: 25/07/2008 16:00:02 Supplied by www.sharenet.co.za                     
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