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WEA - Wearne - General Issue of Shares for Cash and Withdrawal of the 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") GENERAL ISSUE OF SHARES FOR CASH AND WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT GENERAL ISSUE OF SHARES FOR CASH 1. Introduction Shareholders are advised that, in terms of: - a general authority to issue ordinary shares for cash granted to the directors at the annual general meeting held on 11 October 2010; and - shareholders` approval obtained at a general meeting held on 17 August 2011 in terms of Section 41(3) of the Companies, 2008 (Act 71 of 2008), as amended, Wearne will issue 82 917 964 ordinary shares for cash at an issue price of 14 cents each, as follows: - 41 458 982 shares to the Industrial Development Corporation of South Africa Limited - 41 458 982 shares to Richtrau No 329 (Pty) Limited. The WG Workers Trust owns the entire issued share capital of this company. The issue price of 14 cents per share is based on the 30 day weighted average traded price of the securities as at 19 August 2011, (the date as calculated per the agreement between the parties), at no discount, to public shareholders as defined in terms of the JSE Listings Requirements ("the cash issue"). 2. Financial effects of the cash issue The unaudited pro forma financial effects of the cash issue, for which the directors are responsible, are provided for illustrative purposes only to show the effect thereof on loss and headline loss per share as if the cash issue had taken effect on 1 March 2010 and on net asset value and net tangible asset value per share as if the cash issue had taken effect on 28 February 2011. Because of their nature, the pro forma financial effects may not give a fair presentation of the group`s financial position and performance. The unaudited pro forma financial effects have been compiled from the reviewed consolidated results for the twelve months ended 28 February 2011 and are presented in a manner consistent with the format and accounting policies adopted by Wearne and have been adjusted as described in the notes below: Unaudit Pro
ed forma Notes Before After % the the change cash cash
issue issue Basic loss per share 2 (60.3) (45.1) 25.2 (cents) Headline loss per share 2 (21.1) (15.8) 25.2 (cents) Net asset value per share 3 24.9 22.2 (10.9) (cents) Tangible net asset value per share (cents) 3 24.9 22.2 (10.9) Weighted average number of shares in issue (`000) 4 246 492 329 410 33.6 Shares in issue at end of period (`000) 5 246 715 329 633 33.6 Notes: 1 The "Unaudited Before the cash issue" column information has been extracted from Wearne`s reviewed consolidated results for the year ended 28 February 2011. 2. The effects relating to basic loss and headline loss are based on the following assumptions and information: - the cash issue was effective 1 March 2010; - R11.7 million was received in terms of the 82 917 964 shares issued; - no adjustments have been made to reflect any benefit (income or interest earned / saved) to be derived from the proceeds of the share issue, in terms of the "Guide on Pro Forma Financial Information" issued by the South African Institute of Chartered Accountants dated September 2005. Management is
nevertheless of the opinion that the proceeds of the shares will be used in a manner which will be to the benefit of shareholders; and - the expenses relating to the cash issue are insignificant but will be accounted for in the income statement. 3. The effects relating to the balance sheet are based on the following assumptions and information: - the cash issue was effective 28 February 2011; and - the actual number of shares in issue will increase by 82 917 964 as a result of the cash issue; 4. The weighted average number of shares in issue is based on 329 409 950 ordinary shares (249,971,071 ordinary shares before this issue less 3 479 085 treasury shares). 5. The actual number of shares in issue at period end is based on 329 633 333 ordinary shares (250 091 619 ordinary shares before this issue less 3 376 250 treasury shares). WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT Having regard to the information set out in this announcement, the cautionary announcement is withdrawn. RANDBURG 22 August 2011 Designated Adviser Vunani Corporate Finance Date: 22/08/2011 14:55:01 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.
