WEA - Wearne - Waiver of the requirement to make a mandatory offer in terms of

WEA - Wearne - Waiver of the requirement to make a mandatory offer in terms of  
Rule 8.7 of the Securities Regulation Code on Takeovers and Mergers and the     
rules of the Securities Regulation Panel                                        
WG WEARNE LIMITED                                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1994/005983/06)                                           
JSE code: WEA                                                                   
ISIN: ZAE000078002                                                              
("Wearne" or "the company")                                                     
WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY OFFER IN TERMS OF RULE 8.7 OF     
THE SECURITIES REGULATION CODE ON TAKEOVERS AND MERGERS ("THE CODE") AND THE    
RULES OF THE SECURITIES REGULATION PANEL ("SRP")                                
BACKGROUND                                                                      
An announcement, dated 15 October 2010, advised shareholders that Wearne had    
entered into an agreement ("sale of shares agreement") with Anco Besigheids     
Trust ("Anco"), Willchrest Besigheids Trust ("Willchrest") and Portland         
Readymix Trust ("PRT") (collectively "the vendors") in terms of which 56 616    
370 ordinary shares ("sale shares") in the company held by the vendors will be  
returned to the company ("specific repurchase") in exchange for the entire      
issued share capital in Portland.  For illustrative purposes, using the         
closing share price for Wearne ordinary shares on the last practicable date     
prior to the finsaliation of the relevant circular, of 23 cents per share, the  
aggregate value of the specific repurchase will be R13 021 765.10               
Wearne simultaneously entered into an agreement ("sale of business enterprise   
agreement") regarding the sale of the business enterprise comprising Portion 8  
of the Farm Hoogekraal No 1098, District of Bellville, Cape Town ("the          
property") together with lease agreements with Portland Hollowcore Slabs (Pty)  
Limited and Portland Readymix (Pty) Limited regarding tenancy of portions of    
the property, to Scholgard (Pty) Limited ("Scholgard") for R30 million.         
The transactions as contemplated in the abovementioned agreements are           
indivisibly linked and are referred to as "the transaction".                    
The present share capital of Wearne consists of 250 091 619 shares of which 3   
678 250 shares are held as treasury shares.                                     
The "Wearne Family" holds 88 877 884 shares in the company, which constitutes   
a holding of 36.06% of the shares entitled to vote and 35.54% of the total      
shares in issue.                                                                
The specific repurchase will have the effect of reducing the issued share       
capital of the company to 193 475 249 shares and, after deducting the 3 678     
250 treasury shares, to 189 796 999 shares entitled to vote.  This reduction    
in the issued share capital results in the Wearne Family`s shareholding         
increasing from 36.06% to 46.82% of the shares entitled to vote and from        
35.54% to 45.94% of the shares in issue.  As such, this constitutes an          
"affected transaction" in terms of Rule 8.1 of the Code, as it is deemed to be  
an acquisition of further shares in excess of 5% in a twelve month period.      
WAIVER OF REQUIREMENT TO MAKE A MANDATORY OFFER                                 
In terms of Rule 8 of the Code, an "affected transaction" requires a mandatory  
offer to be made by parties considered to be "acting in concert" in terms of    
the Code (i.e. the Wearne Family or "Offerors"), to all Wearne shareholders.    
However, in terms of Rule 8.7 of the Code, the requirement for a mandatory      
offer may be dispensed with by the SRP provided that a majority of independent  
votes at a properly constituted meeting of the shareholders of Wearne are cast  
in favour of a resolution waiving the requirement for a mandatory offer.        
The SRP has advised that it is willing to consider an application to grant a    
dispensation to the Offerors in terms of the Code, subject to Wearne            
shareholders, who are independent from the Offerors, passing an ordinary        
resolution in general meeting approving a waiver of their right to require the  
Offerors to make such mandatory offer.                                          
The pricing of the mandatory offer of 23 cents per share was determined with    
reference to the closing price of Wearne shares on the JSE at the last          
practicable date prior to the finalisation of the relevant circular.  If the    
waiver is not granted, the transaction will not take place, in which case the   
Wearne Family will not be required to make the mandatory offer.                 
Prior to granting a dispensation in terms of the Code, the SRP will consider    
any objections or representations (if any) made by parties as contemplated      
below.                                                                          
1.   Any interested party who wishes to object to the dispensation shall have   
    10 (ten) calendar days from the date of this announcement to raise such     
an objection with the SRP. Objections should be made in writing and         
    addressed to the "Executive Director, Securities Regulation Panel" at any   
    one of the following addresses:                                             
    Physical                     Postal         Fax                             
1ST Floor, Building B        PO Box 91833   +27 11 642 9284                 
    Sunnyside Office Park        Auckland Park                                  
    Princess of Wales Terrace    2006                                           
    Parktown, Johannesburg,                                                     
2193                                                                        
2.   Objections should reach the SRP by no later than close of business on 7    
    February 2011 in order to be considered.                                    
3.   If any submissions are made to the SRP within the permitted timeframe,     
the SRP will consider the merits thereof and, if necessary, provide the     
    objectors with an opportunity to make representations to the SRP.           
    Thereafter, subject to the waiver at the general meeting being approved     
    by Wearne shareholders, the SRP will rule on the requirement for a          
mandatory offer. Accordingly, a circular was sent to Wearne shareholders    
    today in terms of which they are being asked to vote in favour of the       
    waiver of the requirement for the Offerors to make such a mandatory         
    offer.                                                                      
Sandton                                                                         
28 January 2011                                                                 
Designated Adviser                                                              
Vunani Corporate Finance                                                        
Date: 28/01/2011 12:52:01 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.