WINHOLD LIMITED - Cautionary Announcement to Shareholders

Cautionary Announcement to Shareholders

WINHOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1945/019679/06)
Share Code: WNH               ISIN: ZAE000033916
(“the company”)


CAUTIONARY ANNOUNCEMENT TO SHAREHOLDERS


Shareholders are advised that the board of directors has received an offer from Wafima
Manufacturing and Distribution Holdings Proprietary Limited (“Wafima”) to acquire 100% of the
issued share capital of the company for a consideration of 125 cents per share, payable in cash
(“the offer”).

Shareholders of the company owning or controlling approximately 68% of the issued share capital of
the company have provided Wafima with irrevocable undertakings in writing to accept the offer
should it proceed as envisaged. It is anticipated that the offer will be implemented by way of a
scheme of arrangement in terms of the Companies Act, 2008 (“the Act”).

The terms and conditions governing the scheme and its implementation will in due course be
provided to shareholders in accordance with the Regulations of the Act governing transactions of
this nature, including inter alia the provision of a bank guarantee in respect of the consideration due
on acceptance of the offer in terms of Regulations 111(4) and 111(5) of the Act.

Shareholders are therefore urged to exercise caution when dealing in their shares until further
announcements in this regard are made.




By order of the board.

Germiston
26 May 2017


Sponsor
Arbor Capital Sponsors

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