| Wed 12 Mar 2003, 16:56 | | Wooltru Limited - SPECIFIC REPURCHASE OF WOOLTRU O |
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ORDINARY SHARES FROM THE WOOLTRU 1982 EXECUTIVE SHARE PURCHASE TRUST
Wooltru Limited
(Incorporated in the Republic of South Africa)
(Registration number 1936/008278/06)
("WOOLTRU")
Share Code: WLO ISIN Code: ZAE000007993
Share Code: WLN ISIN Code: ZAE000008744
Share Code: WLOP ISIN Code: ZAE000008009
Share Code: WLP1 ISIN Code: ZAE000008017
SPECIFIC REPURCHASE OF WOOLTRU ORDINARY SHARES AND WOOLTRU "N" ORDINARY SHARES
FROM THE WOOLTRU 1982 EXECUTIVE SHARE PURCHASE TRUST
Introduction
In the announcement released by the company on 27 February 2003, containing the
interim results for the six months to 31 December 2002, the directors of Wooltru
re-iterated their intention to continue the process of disposing of the
company"s assets, with a view to voluntarily winding up the company by June
2004.
The Wooltru 1982 Executive Share Purchase Trust ("Share Trust") holds 3 974 617
Wooltru Ordinary shares and 1 087 150 Wooltru "N" Ordinary shares held by the,
which are surplus to the obligations of the Share Trust. At current market
prices their value amounts to approximately R1,2 million. Pursuant to a general
ruling regarding staff share schemes issued by the JSE Securities Exchange South
Africa ("JSE") in October 2002, the Share Trust was originally required to
dispose of its shares in Wooltru before 31 December 2002, since they are surplus
to the Share Trust"s obligations. Due to Wooltru being limited by the
restrictions imposed upon it by the JSE Listings Requirements arising from
trading under a cautionary announcement, it has been unable to sell the specific
shares.
In order to comply with the wishes of the JSE in respect of the Share Trust
holding and as a further step in the winding up process, it is proposed to
Wooltru shareholders that Wooltru repurchase, in terms of an authority granted
by its shareholders, the specific shares held by the Share Trust.
Wooltru shares have traded at a discount to net asset value per share for some
time. It is the directors" view that repurchasing the specific shares from the
Share Trust will remove an impediment to the eventual winding-up of the company.
Subject to the conditions precedent set out in 2 below, Wooltru will repurchase
from the Share Trust the 3 974 617 Wooltru Ordinary shares (1.99% of issued
Ordinary share capital) at 25,85 cents, being the 30-day volume weighted average
price of Wooltru Ordinary shares up to the last practicable date before the
distribution of the circular to shareholders described in 5 below, and the
1 087 150 Wooltru "N" Ordinary shares (0.39% of issued "N" Ordinary share
capital) at 23,90 cents, being the 30-day volume weighted average price of
Wooltru "N" Ordinary shares up to the last practicable date before the
distribution of the circular to shareholders described in 5 below.
The specific repurchase will be effected by setting-off the loan made by Wooltru
Finance (Pty) Limited to the Share Trust in terms of which the Share Trust
originally acquired the specific shares. Therefore, no finance will be required
by Wooltru to effect the specific repurchase.
Conditions Precedent
The specific repurchase is subject to:
the passing by Wooltru Shareholders of the required amendments to the articles
of association of Wooltru in order to allow for a repurchase of shares in terms
of Sections 85 to 89 of the Companies Act, 1973 (Act 61 of 1973), as amended
("the Act");
Wooltru shareholders entitled to vote in accordance with the Listings
Requirements of the JSE and Wooltru"s articles of association passing the
necessary special resolutions to approve the acquisition by Wooltru of the
specific shares held by the Share Trust; and
the Registrar of Companies registering the special resolutions referred to in
(b) above in accordance with the provisions of the Act.
Cancellation and delisting of the specific shares:
Subject to the fulfilment of the applicable conditions precedent referred to
above, the specific shares will be de-listed and cancelled from the commencement
of business on 18 April 2003.
Financial Effects of the Repurchase
The acquisition by the Share Trust of the specific shares was financed by a loan
from Wooltru Finance (Pty) Limited. The shares to be repurchased comprise the
last remaining asset in the Share Trust. This specific repurchase will entail
the final repayment of the loan to Wooltru. The specific repurchase will have
no material financial effect on the net asset value per share or earnings per
share of Wooltru.
Meetings
The meetings of holders of Wooltru Ordinary Shares, holders of Wooltru "N"
Ordinary Shares and Wooltru Preference Shares (collectively "the Meetings")
convened in terms of the circular described in 5 below will be held in the
Auditorium, 1st Floor, Woolworths House, 93 Longmarket Street, Cape Town, South
Africa, 8001.
The General meeting of all Wooltru shareholders will be held at 11h45 on
Tuesday, 15 April 2003 (or immediately after the conclusion of the annual
general meeting convened for 11h30 on the same day and at the same venue, if
that is later).
The meeting of holders of Wooltru Ordinary shares will be held at 12h00 on
Tuesday, 15 April 2003 (or immediately after the conclusion of the general
meeting convened for 11h45 on the same day and at the same venue, if that is
later).
The meeting of holders of Wooltru "N" Ordinary shares will be held at 12h15 on
Tuesday, 15 April 2003 (or immediately after the conclusion of the meeting of
the holders of Wooltru Ordinary shares convened for 12h00 on the same day and at
the same venue, if that is later).
Circular
A circular containing further details of the specific repurchase, notices of the
Meetings and forms of proxy will be posted, together with the Notice of Annual
General Meeting, to all Wooltru shareholders on Friday 14 March 2003.
Credit Management Solutions Group (Pty) Limited
Secretary
(Liezl Buitendag)
Cape Town
12 March 2003
Sponsor
Cazenove
Namibian Sponsoring Broker
HSBC Securities (Namibia)
Corporate Law Advisers and Consultants
Edward Nathan & Friedland (Pty) Ltd
Attorneys
Mallinicks Attorneys
Auditors
Ernst & Young
