Wrap Text
WHL - Woolworths - Declaration of a proposed cash distribution of 53.5 cents per
ordinary share by Woolworths Holdings Limited
Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1929/001986/06
Share code: WHL ISIN: ZAE000063863
("Woolworths" or "the Company")
DECLARATION OF A PROPOSED CASH DISTRIBUTION OF 53.5 CENTS PER ORDINARY SHARE BY
WOOLWORTHS HOLDINGS LIMITED
1. Introduction
The directors of Woolworths have resolved to make a cash distribution of 53.5
cents per ordinary share to ordinary shareholders, in lieu of the final dividend
for the year ended 30 June 2009, by way of a capital reduction out of the
Company`s share premium account ("distribution"), if shareholders in general
meeting pass the requisite resolutions authorising the directors to allot and
issue ordinary shares for cash to the Company`s wholly-owned subsidiary,
Woolworths (Proprietary) Limited ("specific issue"), the terms of which were
announced on SENS on Tuesday 25 August 2009 and published in the press on
Wednesday 26 August 2009.
If however such authority is not obtained from shareholders, a final cash
dividend of 53.5 cents per ordinary share for the year ended 30 June 2009 will
be paid ("dividend").
The distribution will be in the form of a general payment to shareholders in
terms of Section 90 of the Companies Act, 1973 (Act 61 of 1973), as amended.
2. The distribution
2.1 Conditions precedent to the distribution
The distribution is subject to the approval by shareholders of the ordinary
resolutions required to implement the specific issue, which approval is sought
at a general meeting of shareholders to be held in the Auditorium, 1st Floor,
Woolworths House, 93 Longmarket Street, Cape Town at 11h00 on Thursday, 10
September 2009 ("general meeting").
2.2 Financial effects of the distribution
The table below sets out the unaudited pro forma financial effects of the
distribution on net asset value ("NAV") and net tangible asset value ("NTAV")
per share based on the published audited results of the Company for the year
ended 30 June 2009.
The unaudited pro forma financial effects are the responsibility of the
directors and have been prepared for illustrative purposes only and, because of
their nature, may not provide a fair reflection of the Company`s financial
position after the implementation of the distribution.
Shareholders are advised that, as the distribution is being made in lieu of a
final cash dividend that would have been paid had no capital been available for
the distribution, there will in fact be no additional or abnormal reduction in
the cash and cash equivalents and equity attributable to shareholders of the
Company.
Audited unadjusted Pro forma Change
Woolworths for the 12 Woolworths for the (%)
months ended 30 June 12 months ended 30
2009 before the June 2009 after
distribution(1) the
distribution(2)
NAV per 390.4 336.9 (13.7)
share
TNAV per 345.2 291.7 (15.5)
share
Notes:
1. As per the published audited results of Woolworths for the year ended 30 June
2009.
2. Adjustments to NAV per share and TNAV per share were made on the assumptions
that:
- the distribution to shareholders was paid on 30 June 2009;
- the distribution is paid from cash resources and accordingly cash and cash
equivalents and share premium are reduced by R414.5 million.
2.3 Salient dates of the distribution and the dividend
The salient dates of the dividend and the distribution are as follows:
2009
General meeting of shareholders Thursday, 10 September
regarding the specific issue to be
held at 11h00 on
Results of general meeting and Thursday, 10 September
finalisation date announcement
regarding the dividend or the
distribution published on SENS on
Results of general meeting and Friday, 11 September
finalisation date announcement
regarding the dividend or the
distribution published in the press
on
Last day to trade to be recorded in Thursday, 17 September
the register on the record date, in
order to receive the dividend or the
distribution, on
Ordinary shares trade `ex` the Friday, 18 September
dividend or the distribution on
Record date for the dividend or the Friday, 25 September
distribution on
Dividend or distribution paid to Monday, 28 September
certificated shareholders on
Dividend or distribution credited to Monday, 28 September
accounts of dematerialised
shareholders, held by their CSDP or
broker on
Notes:
1. These dates and times are subject to change. Any material change will be
released on SENS and published in the press.
2. Shareholders may not dematerialise or rematerialise their share certificates
between Friday, 18 September 2009 and Friday, 25 September 2009, both days
inclusive.
Cape Town
27 August 2009
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 27/08/2009 09:52:01 Supplied by www.sharenet.co.za
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