WILSON BAYLY HOLMES-OVCON LIMITED - Specific Repurchase of Ordinary Shares in WBHO

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
ISIN: ZAE000009932
(“WBHO” or “the Company”)

SPECIFIC REPURCHASE OF ORDINARY SHARES IN WBHO

INTRODUCTION

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
opinion that:

-         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.

Financial Impact

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.
                                         

JSE LISTING

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

Johannesburg
26 June 2018
Sponsor
Investec Bank Limited

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