Specific Repurchase of Ordinary Shares in WBHO
Wilson Bayly Holmes - Ovcon Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO
(“WBHO” or “the Company”)
SPECIFIC REPURCHASE OF ORDINARY SHARES IN WBHO
At a general meeting held on 11 October 2006 relating to the introduction of an
empowerment scheme by WBHO, shareholders passed, inter alia, a special resolution
authorising WBHO to repurchase from Akani Investment Holdings (Proprietary) Limited
(“Akani”), so many ordinary shares of the issued share capital in WBHO as determined
under the applicable repurchase formula detailed in the subscription and repurchase
agreements, at a purchase price of one cent per share.
In terms of the subscription and repurchase agreements WBHO has repurchased 3 299 550
of WBHO shares, with effect from 26 June 2018 from Akani as detailed below
Number of ordinary shares repurchased 3 299 550
Price per ordinary share R0.01
Total value of ordinary shares repurchased R 32 995.50
Ordinary shares in issue at the repurchase date 63 190 064
Issued share capital after the repurchase 59 890 514
Akani allocated and unallocated shares held after cancellation 3 390 872
Total treasury shares held after the repurchase 4 213 897
Opinion of the directors
The directors of WBHO have considered the impact of the share repurchase and are of the
- WBHO and its subsidiaries will be able, in the ordinary course of business, to repay
its debts for a period of 12 months from the date of this announcement.
- The assets of WBHO and its subsidiaries are in excess of the liabilities, measured in
accordance with the accounting policies used in the latest audited consolidated
annual financial statements for the year ended 30 June 2017.
- The ordinary share capital and reserves of WBHO and its subsidiaries will be
adequate for a period of 12 months from the date of this announcement.
- The working capital of WBHO and its subsidiaries will be adequate for a period of 12
months from the date of this announcement.
The directors have assessed the possible effects of the repurchase of shares on the liquidity
and solvency of WBHO prior to the implementation of the share repurchase and are satisfied
that WBHO and its subsidiaries have passed the solvency and liquidity test and that there
have been no material changes to the financial position of WBHO and its subsidiaries since
the test was performed.
The specific repurchase will be funded from WBHO’s cash facilities and will result in a
decrease in equity as a result of the repurchase and cancellation of WBHO shares.
Application will be made to the JSE for the cancellation of the 3 299 550 shares, which
represent 5.22% of WBHO’s current issued share capital.
For and on behalf of the Board
26 June 2018
Investec Bank Limited
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