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WHL - Woolworths Holdings Limited - Repurchase announcement Woolworths Holdings Limited (Incorporated in the Republic of South Africa) (Registration number: 1929/001986/06) ISIN: ZAE000063863 SHARE CODE: WHL ("Woolworths" or "the Company") REPURCHASE ANNOUNCEMENT 1. INTRODUCTION Woolworths herewith announces the repurchase of 25 878 892 (3.11% of the issued ordinary shares) Woolworths ordinary shares since and in accordance with the general authority granted by Woolworths shareholders at the annual general meeting held on 19 November 2009 ("the repurchase"). 2. AUTHORISED REPURCHASE LIMITS In terms of the special resolution: (a) the general authority is limited to a maximum of 20% of Woolworths issued share capital; and (b) any repurchase may not be made at a price greater than 10% above the weighted average of the market value of the ordinary shares for the five business days immediately preceding the date of such repurchase. A maximum of 166 438 148 ordinary shares could be repurchased in terms of the general authority obtained from shareholders. 3. IMPLEMENTATION Details are as follows:- Total number of ordinary shares repurchased 25 878 892 Total value of ordinary shares repurchased R454 033 728.13
Highest price paid per ordinary share R23.44 Lowest price paid per ordinary share R16.77 Average price paid per ordinary share including costs R17.58 The number of ordinary shares which may still be repurchased by the company in terms of the general 140 559 256 authority Ordinary shares in issue on 19 November 2009 832 190 740 Ordinary shares in issue on date of this announcement 847 044 788 Number of shares held in treasury after the repurchase 81 761 465 The repurchases were effected through the order book operated by the JSE Limited ("JSE") and done without any prior understanding or arrangement between the Company and the counter party. 4. SOURCE OF FUNDS Repurchases to date have been, and future repurchases will also be, funded from available cash resources. 5. OPINION OF THE DIRECTORS The directors of Woolworths have considered the impact of the repurchases and are of the opinion that:- 5.1 Woolworths and the group will be able, in the ordinary course of business, to pay its debts for a period of 12 months from the date of this announcement; 5.2 the assets of Woolworths and the group will be in excess of the liabilities of the Company and the group for a period of 12 months after the date of this announcement, measured in accordance with the accounting policies used in the last published financial statements; 5.3 the ordinary share capital and reserves of Woolworths and the group will be adequate for ordinary business purposes for a period of 12 months from the date of this announcement; and 5.4 the working capital of Woolworths and the group will be adequate for ordinary business purposes for a period of 12 months from the date of this announcement. 6. FINANCIAL EFFECTS The table below sets out the unaudited pro forma financial effects of the repurchase on earnings per share ("EPS"), headline EPS, net asset value ("NAV") and net tangible asset value ("NTAV") per share and diluted EPS and HEPS based on the unaudited condensed group results for the 26 weeks to 27 December 2009. The unaudited pro forma financial effects are the responsibility of the directors and have been prepared for illustrative purposes only to provide information about how the repurchase may impact shareholders on the relevant reporting date and because of its nature may not give a fair reflection of the Company`s financial position, changes in equity, results of operations or cash flows after implementation of the repurchase or of the Company`s future earnings. The financial effects of the repurchases are as follows: Before After % (note ) Change
Earnings per share (cents) 84.7 85.4 1.2 Headline earnings per share 85.4 86.1 1.2 (cents) Net asset value per share (cents) 407.7 381.5 -6.4 Tangible net asset value per 359.7 332.6 -7.5 share (cents) Fully diluted earnings per share 82.7 83.4 1.2 (cents) Fully diluted headline earnings 83.4 84.1 1.2 per share (cents) Note: 1. Extracted from the published unaudited results of the Company for the 26 weeks ended 27 December 2009. 7. JSE LISTING As all the ordinary shares have been repurchased by a wholly-owned subsidiary of Woolworths, none of the ordinary shares will be cancelled nor will the JSE listing in respect of those shares be terminated. Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 23/04/2010 16:00:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
