| Wed 10 Oct 2001, 0:00 | | Wooltru - Proposed Unbundling And Further Cautiona |
|
Wooltru Limited
(Registration number 1936/008278/06)
(Incorporated in the Republic of South Africa)
("Wooltru" or "the Company")
Share Code: WLO ISIN Code: ZAE000007993
Share Code: WLN ISIN Code: ZAE000008744
Share Code: WLOP ISIN Code: ZAE000008009
Share Code: WLP1 ISIN Code: ZAE000008017
Update on the progress towards the unbundling
Further to the information provided in the preliminary report and the
cautionary announcement on 30 August 2001, Wooltru is pleased to be able to
provide a further update on the progress towards the unbundling.
Since those announcements:
- Wooltru has concluded agreements relating to the guarantees issued by
Wooltru in respect of promissory notes issued by Masstores (Pty) Limited
("Masstores"). Wooltru has now been released of the full contingent
liability relating thereto, which at 30 June 2001, amounted to R1,6 billion.
The costs associated with the release of Wooltru from these guarantees
amounted to R59,1 million, of which R34,1 million has been borne by Wooltru
and R25,0 million by Massmart Holdings Limited ("Massmart"). The costs borne
by Wooltru were included in the provisions disclosed in the commentary on
the results announced on 30 August 2001;
- other intra-group guarantees relating to properties have also been
resolved;
- the amounts due from the sale of CNA have been agreed. Under the terms of
this agreement, Wooltru group companies will receive a further R42,0
million, of which Wooltru will receive R15,0 million, over and above the
original R150,0 million that was agreed at the time of sale;
- the R84,6 million of guarantees given to Wooltru as part of the
consideration for the sale of CNA, and due for payment in June 2002, have
been discounted for a consideration of R79,4 million;
- cash dividends of R18,6 million, R16,9 million and R34,9 million have
been received from Truworths International Limited ("Truworths"), Massmart
and Woolworths Holdings Limited ("Woolworths")respectively;
- of the R218,0 million expected relating to property sales, R88,0 million
has now been received. R130,0 million is expected in early November 2001, R
100,0 million is contingent on the opening of the Kensington retail
development, which is scheduled for 24 October 2001;
- negotiations regarding the sale of Affinity Logic continue to progress;
- Wooltru's debt has been further reduced from R326,7 million on the 28
August 2001, to R161,3 million on 9 October 2001.
Implications for the unbundling
The progress made on these matters has provided additional certainty
regarding the post unbundling financial position of Wooltru, and
consequently its ability to unbundle 100% of its holdings in Woolworths,
Truworths and Massmart by way of a dividend in specie. Shareholders will
also retain their Wooltru ordinary and/or "N" ordinary shares ("Wooltru
shares"). It is intended that the Wooltru shares will remain listed after
the unbundling until Wooltru is wound up, when shareholders should expect to
receive a cash dividend. Further details of the assets that will be left in
Wooltru after the unbundling will be given in due course.
Wooltru currently holds 248,361,702 Truworths shares, 410,447,149 Woolworths
shares, and 80,438,820 Massmart shares. In accordance with the rights to
dividends and capital, Wooltru intends that Ordinary and -N-" Ordinary
shareholders will be treated equally in the unbundling. The preference
shares will continue to be serviced until Wooltru is wound up, whereupon
they will be repaid at par.
The Board of Wooltru is firmly committed to unbundling its entire holdings
in its listed investments, and will be meeting in early November 2001, to
finalise the timetable relating thereto. Shareholders should expect a
detailed announcement after that meeting.
Further cautionary announcement
In the interim, shareholders are advised to continue to exercise caution
when dealing in their Wooltru ordinary and "N" ordinary shares.
10 October 2001
Financial Advisor
Cazenove
Sponsor
Merrill Lynch
--------------------------------------------------------------------------------
