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Announcement to Shareholders Regarding the Proposed Disposal of 21 Chenik Street, Chamdor
Winhold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1945/019679/06)
Share code: WNH ISIN: ZAE000033916
("Winhold" or "the company")
ANNOUNCEMENT TO SHAREHOLDERS REGARDING
THE PROPOSED DISPOSAL OF 21 CHENIK STREET, CHAMDOR
("the Property" and "the Disposal")
1. INTRODUCTION
Shareholders are advised that Winhold has entered into an agreement in principle in terms of which it will dispose
of the Property to a consortium of investors for cash ("the Consortium").
The Disposal is subject, inter alia, to the conditions precedent set out in paragraph 5 below.
2. RATIONALE FOR THE DISPOSAL
The Property was occupied by T & E Pipe Systems ("T & E"), the business of which was discontinued after
the aborted sale of T & E to Robor Limited in October 2012. The Property is thus superfluous to the needs of
the company.
The Property has been actively marketed by API Properties (the dominant property agency in the area) for in
excess of eight months and the Disposal is the best offer that the company has received, including several "long-
dated" purchase contracts payable over a two-year period. The Property is located in Chamdor on the West
Rand where there are several other properties for sale, very few buyers and many properties available for rent.
The directors are of the opinion that the business of the company does not involve property letting, that the cash
bleed of the empty site was destroying shareholder value and that this disposal for cash is the best alternative.
3. DETAILS OF THE DISPOSAL
3.1 Winhold will dispose of the Property to the Consortium for R19 million in cash, payable on transfer of the
Property into the name of the Consortium. The book value of the Property is R14.9 million and tax and
disposal costs are R1 million.
3.2 The agreement will contain limited warranties that are usually found in agreements regarding transactions of
this nature.
3.3 The proceeds of the Disposal will be used to redeem the existing bond on the Property and to improve the
gearing profile of the company.
4. RELATED PARTY TRANSACTION
The Consortium consists of several members, including Messrs MP Risely and GW Remmington, who do not hold
a controlling interest but are also directors of a major subsidiary of the company. The Disposal is therefore classified
as a related party transaction in terms of the Listings Requirements of the Johannesburg Stock Exchange ("the
JSE") and is subject to the approval of the shareholders of the company in general meeting. In addition, a valuation
of the Property by an independent property valuer is required and a summary of such valuation report will be
included in the circular to shareholders referred to in paragraph 7 below.
5. CONDITIONS PRECEDENT
The conditions precedent to which the Disposal is subject are, inter alia:
5.1 the grant of a bond over the Property for 50% of the purchase consideration;
5.2 approval of the Disposal by the shareholders of Winhold in a general meeting, it being recorded that
irrevocable undertakings to vote in favour of the Disposal have already been received from more than 50% of
the shareholders permitted to vote at the general meeting; and
5.3 approval of the documentation required to implement the Disposal by the necessary regulatory authorities,
including the JSE.
6. FINANCIAL EFFECTS OF THE DISPOSAL
The table below sets out the pro forma financial effects of the Disposal on the headline earnings and earnings
and net asset and tangible net asset value per share in Winhold, based on the published audited results of
the company for the financial year ended on 30 September 2012, as if the Property had been disposed of on
30 September 2012. The financial effects are the responsibility of the directors of the company, are prepared for
illustrative purposes only and, because of their nature, may not fairly present the financial position of the company,
changes in its equity or the results of its operations or cash flows after the Disposal.
Pro forma Percentage
Before the after the increase/
Notes Disposal Disposal (decrease)
Headline earnings per share (cents) 1 1.4 1.4
Earnings per share (cents) 1 (1.9) 0.8
Tangible net asset value per share (cents) 2 176.8 179.5 1.5
Net asset value per share (cents) 2 192.4 195.1 1.4
Number of shares in issue ('000) 126 215 126 215
Number of shares in issue, excluding treasury
shares ('000) 125 506 125 506
Notes:
1. The headline earnings and earnings per share in the "Before" column have been based on the assumption that the Disposal had been
effective for the year ended on 30 September 2012.
2. The tangible net asset value and net asset value per share has been based on the assumption that the Disposal was effective on
30 September 2012 and that all transaction costs were paid and required write-downs and provisions were made on the effective date.
3. Site clearing, Certificate of Compliance and equipment maintenance costs are the costs of the (now discontinued) operation which
occupied the site and are not included.
4. The estimated costs of the valuation report, shareholder circular and general meeting of R250 000 are set off against the small profit
made on the Disposal.
7. CIRCULAR TO SHAREHOLDERS
A circular containing details of the Disposal, a summary of the valuation report and a notice convening the general
meeting of the company required by the JSE will be posted to the shareholders of Winhold in due course.
By order of the board
Johannesburg
29 April 2013
Sponsor
ARCAY MOELA
Sponsors
Attorneys
Fluxmans Attorneys
Date: 29/04/2013 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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