Wrap Text
WHL - Woolworths - Specific issue of ordinary shares for cash in Woolworths
Holdings Limited to Woolworths (Proprietary) Limited and cash payment to
ordinary shareholders
Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1929/001986/06
Share code: WHL ISIN: ZAE000063863
("Woolworths" or "the Company")
SPECIFIC ISSUE OF ORDINARY SHARES FOR CASH IN WOOLWORTHS HOLDINGS LIMITED TO
WOOLWORTHS (PROPRIETARY) LIMITED AND CASH PAYMENT TO ORDINARY SHAREHOLDERS
1. The proposed transaction
1.1 Details relating to the proposed transaction
Shareholders are advised that the directors of Woolworths propose to issue 11
000 000 Woolworths ordinary shares ("the ordinary shares"), from its authorised
but unissued ordinary share capital, to Woolworths (Proprietary) Limited ("WPL")
a wholly-owned subsidiary of Woolworths based on a subscription price of R17.24
cents per ordinary share, (being the weighted average traded price per ordinary
share on the JSE over the 30 business day period ending on Wednesday, 20 January
2010). The specific issue is regarded as a specific repurchase of shares by WPL
for the purposes of the JSE Limited Listings Requirements ("the specific
issue").
The capital raised from the specific issue will be applied for the purpose of a
proposed cash payment to ordinary shareholders recorded in the register as such
on the record date to be made by Woolworths in lieu of the interim dividend on
the ordinary shares for the six months ended 31 December 2009. Such proposed
cash distribution will be consistent with interim dividend distributions made in
the past to ordinary shareholders ("proposed cash distribution"), under the
authority granted by shareholders at the annual general meeting of Woolworths
held on Thursday, 19 November 2009 (collectively referred to as "the proposed
transaction").
The ordinary shares to be issued in terms of the specific issue will rank pari
passu in all respects with the existing issued ordinary share capital of the
Company.
Woolworths will undertake the specific issue from its authorised but unissued
share capital, prior to the next annual general meeting of Woolworths to be held
in November 2010.
The ordinary shares to be allotted and issued to WPL in terms of the specific
issue will be accounted for as treasury shares and application will be made to
the JSE for the listing of these shares once they have been issued.
1.2 Financial effects
The specific issue will have no significant or material effect on Woolworths`
earnings, headline earnings, net asset value or tangible net asset value and,
accordingly any such effect has therefore not been disclosed.
1.3 Posting of the circular and general meeting of shareholders
A circular has been posted to shareholders, today, Friday, 29 January 2010
regarding the proposed transaction. A general meeting of shareholders ("general
meeting") of Woolworths is convened, in terms of the notice of general meeting
attached to and forming part of the circular to shareholders, for Thursday, 25
February 2010. The general meeting will be held in the Auditorium, 1st Floor,
Woolworths House, 93 Longmarket Street, Cape Town at 11h00 and shareholders will
be requested to consider and, if deemed fit, to pass with or without
modification the resolutions required to implement the specific issue.
1.4 Important dates and times relating to the proposed transaction
2010
Declaration of proposed cash distribution(4) Thursday, 18
released on SENS on February
Last day to lodge proxy forms (by no later Tuesday, 23
than 11h00) for the general meeting on February
General meeting held at 11h00 on Thursday, 25
February
Results of general meeting announcement Thursday, 25
released on SENS on February
Results of general meeting announcement Friday, 26
published in the press on February
Finalisation announcement released on SENS on Friday, 12 March
Last day to trade to be eligible to receive Thursday, 25
the proposed cash distribution on March
Shares trade "ex" the proposed cash Friday, 26 March
distribution from
Record date for the proposed cash Thursday, 1 April
distribution
Proposed cash distribution paid to Tuesday, 6 April
certificated ordinary shareholders on
Proposed cash distribution credited to Tuesday, 6 April
accounts of dematerialised ordinary
shareholders held by their CSDP or broker on
Notes:
1. Any change to the above dates and times will, subject to approval of the JSE,
be communicated to shareholders by notification on SENS and in the press.
2. All times indicated above are South African local times.
3. Share certificates may not be dematerialised or rematerialised between
Friday, 26 March 2010 and Thursday, 1 April 2010, both days inclusive.
4. The declaration of the proposed cash distribution will be released with the
interim results announcement and will include the amount to be paid per ordinary
share in terms of the proposed cash distribution
Cape Town
29 January 2010
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 29/01/2010 07:30:01 Supplied by www.sharenet.co.za
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