Announcement
WOOLTRU LIMITED
Incorporated in the Republic of South Africa
(Registration number 1936/008278/06)
("Wooltru")
Share code : WLO
ISIN : ZAE000008744
DISPOSAL OF TOPICS (PTY) LTD ("Topics") AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT
Wooltru Limited ("Wooltru") is pleased to announce that it has reached
agreement for the sale of its equity and debt interests in Topics for a
total consideration of R15 million. The sale is to consortium led by Tuan
Marais ("Marais") and Leonard Abel ("Abel") (the "purchasers"), who are
directors and former owners of Ivano (Pty) Limited ("Ivano"), an 80% owned
subsidiary of Topics. The sale will be effective from 31 December 2001, and
is conditional upon approval by the competition authorities, and
formalisation of appropriate documentation. .
The disposal is a further important step in the completion of the unbundling
process and brings to an end a period of uncertainty for Topics'
stakeholders, including staff, suppliers and customers.
Purchasers
Marais and Abel have been involved in the Wooltru group for a combined
period of almost thirty years. They both have a great deal of expertise in
the retail market through their employment within Wooltru group companies
and through their association with Topics. In 1983, Marais left the group
and set up Ivano, a manufacturer of clothing, based in Cape Town. In 1985
Abel left the group and opened his own chain of retail stores, and in 1987
negotiations between Abel and Marais led to shared ownership of Ivano. In
1999 Topics acquired an 80% share in Ivano. Since then, Marais and Abel have
continued to run Ivano within the Topics group, and have directly
contributed to the Topics turnaround through their involvement in the
sourcing and manufacture of garments for the group.
Consideration
The purchasers will pay Wooltru R13 million in cash, all of which is fully
underwritten. In addition, Wooltru retains the rights attaching to the
proceeds from the sale of its shareholding in Truworths Zimbabwe, which were
due to Topics, and which are expected to be approximately R2 million. The
consideration is payable on the later of the fulfilment of all conditions or
15 April 2002.
Application of proceeds
The proceeds from the sale will further increase Wooltru's cash holdings
which will ultimately be distributed to shareholders on final liquidation of
Wooltru. Further details in this connection will be disclosed in early
March with the release of Wooltru's interim results.
Wooltru unbundling and renewal of cautionary
As stated in the cautionary announcement on 22 January 2002, all the
commercial requirements for the unbundling have been met, but certain
aspects of the new unbundling legislation require clarification before
Wooltru can proceed. Wooltru is in ongoing discussions with the appropriate
authorities to obtain this clarity, and will advise shareholders of their
outcome in due course. In the interim, shareholders are advised to continue
to exercise caution when dealing in their Wooltru shares.
Cape Town
18 February 2002
Financial advisors to Wooltru
Cazenove
Sponsor to Wooltru
Merrill Lynch South Africa (Pty) Ltd
Registered sponsor and
Member of the JSE Securities Exchange South Africa.
(Registration number 1995/001805/07)
Legal advisors to Wooltru
Mallinicks Attorneys
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