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WEA - WG Wearne Limited - Update relating to Portland disposal, creditors`

Release Date: 08/04/2011 15:37
Code(s): WEA
Wrap Text

WEA - WG Wearne Limited - Update relating to Portland disposal, creditors` schemes of arrangement, IDC funding and further cautionary announcement WG WEARNE LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1994/005983/06) JSE code: WEA ISIN: ZAE000078002 ("Wearne" or "the company") UPDATE ANNOUNCEMENT RELATING TO: * THE DISPOSAL OF PORTLAND HOLDINGS (PTY) LIMITED ("PORTLAND DISPOSAL"); * THE CREDITORS` SCHEMES OF ARRANGEMENT; AND * FUNDING FROM THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED ("IDC"), AND FURTHER CAUTIONARY ANNOUNCEMENT PORTLAND DISPOSAL Further to the announcement, dated 21 February 2011, relating to the disposal of Portland Holdings (Pty) Limited ("the Portland disposal"), Wearne advises as follows: * The Portland disposal constituted a related party transaction in terms of which, inter alia, 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"). * The Securities Regulation Panel ("SRP") has granted 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 SRP Code as the Portland disposal constituted an "affected transaction" in terms of Rule 8.1 of that Code. * The special resolution relating to the repurchased shares has been registered by CIPRO. * The relevant application has been submitted to the JSE Limited ("JSE") relating to the cancellation of the repurchased shares. It is expected that 56 616 370 Wearne shares will be delisted from the JSE on or about Thursday, 14 April 2011. CREDITORS` SCHEMES OF ARRANGEMENT Further to the announcement, dated 2 March 2011, shareholders are advised that the schemes of arrangement between WG Wearne Limited and its secured and concurrent creditors and Wearne Aggregates (Pty) Limited and its secured and concurrent creditors were duly sanctioned by the South Gauteng High Court, Johannesburg on 15 March 2011 and the court order was registered by CIPRO. FUNDING FROM THE IDC Further to the announcement, dated 22 February 2011, shareholders are advised that subject to the fulfilment of the remaining conditions precedent, the IDC have approved a funding package amounting to a total of R85,2 million. The funds will be introduced into the company through a combination of debt and equity. The equity stake will comprise a direct investment of 15% and an indirect investment of an additional 15% through a workers trust resulting in a total combined investment of 30% of the issued share capital of the company. The balance of the funding will be made up of various debt instruments. Further details of the shares to be issued ("share issue") will be announced in due course. FURTHER CAUTIONARY ANNOUNCEMENT Shareholders are advised to continue to exercise caution when dealing in their Wearne shares until such time as details of the share issue have been announced. Randburg 8 April 2011 Designated Adviser Vunani Corporate Finance Date: 08/04/2011 15:37:03 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.

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