WEA - WG Wearne Limited - Results of general meeting and change in directors`

WEA - WG Wearne Limited - Results of general meeting and change in directors`   
shareholdings                                                                   
WG WEARNE LIMITED                                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1994/005983/06)                                           
JSE code: WEA                                                                   
ISIN: ZAE000078002                                                              
("Wearne" or "the company")                                                     
RESULTS OF GENERAL MEETING AND CHANGE IN DIRECTORS` SHAREHOLDINGS               
Further to the announcements, dated 15 October 2010, 26 November 2010 and 28    
January 2011 and the circular to shareholders, dated 28 January 2011, relating  
to the disposal of Portland Holdings (Pty) Limited ("the Portland disposal"),   
Wearne advises as follows:                                                      
-    At the general meeting of shareholders held on 21 February 2011, the       
    relevant resolutions relating to the Portland disposal and the repurchase   
of the company`s shares were passed by the requisite majority.              
-    The resolution to waive, as provided for in Rule 8.7 of the Securities     
    Regulation Code on Takeovers and Mergers ("the Code") and the Rules of the  
    Securities Regulation Panel ("SRP`), any obligation by the Wearne Family to 
make a mandatory offer in terms of the Code, was duly approved by the       
    requisite majority.  No objections to the waiver having been lodged with    
    either the company or the SRP, the SRP has been requested to grant a        
    dispensation to the Wearne Family in respect of any obligation by them to   
make a mandatory offer in terms of Rule 8.7 of the Code.                    
-    The special resolution relating to the repurchased shares will be lodged   
    with CIPRO for registration as soon as possible.                            
-    The Portland disposal constitutes a related party transaction in terms of  
which Wearne disposed of Portland Holdings (Pty) Limited in exchange for    
    the return of 56 616 370 Wearne shares owned by the purchasers ("the        
    repurchased shares"), who are shareholders and directors of Wearne.         
    Accordingly, the relevant directors` shareholdings, once the relevant       
special resolution has been registered, will change as follows:             
                                       BEFORE THE         AFTER THE             
                                       PORTLAND DISPOSAL  PORTLAND              
                                       INDIRECT           DISPOSAL              
INDIRECT              

    Associate of HWP Scholtz           26 651 720         3 787 500             
    Associate of N Heyns               26 651 720         3 787 500             
    Associate of both HWP Scholtz and  10 887 930         -                     
N Heyns                                                                     
-    The repurchased shares will be cancelled, and once the special resolution  
    has been registered, the relevant application will be submitted to the JSE  
    Limited for the delisting thereof.                                          
Randburg                                                                        
21 February 2011                                                                
Designated Adviser                                                              
Vunani Corporate Finance                                                        
Date: 21/02/2011 16:46:14 Supplied by www.sharenet.co.za                     
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