| Fri 5 Nov 2010, 16:11 | | WLO/WLN/WLOP/WLP1 - Salient details pertaining to the implementation of the PBT |
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WLO WLN WLP1 WLOP
WLO
WLO/WLN/WLOP/WLP1 - Salient details pertaining to the implementation of the PBT
Group acquisition and change of sector
Wooltru Limited
(Registration number 1936/008278/06)
JSE share code: WLO ISIN: ZAE000007993
JSE share code: WLN ISIN: ZAE000008744
JSE share code: WLOP ISIN: ZAE000008009
JSE share code: WLP1 ISIN: ZAE000008017
("Wooltru" or "the Company")
SALIENT DETAILS PERTAINING TO THE IMPLEMENTATION OF THE PBT GROUP ACQUISITION
AND CHANGE OF SECTOR
Shareholders are referred to the circular dated 20 September 2010 ("the
circular") and the SENS announcement dated 29 October 2010 regarding the
fulfilment of conditions precedent for the successful conclusion of the PBT
Group acquisition, whereby Wooltru Limited ("Wooltru") acquired 100% of PBT
Group (SA) (Proprietary) Limited, 100% of Stricklands Tetra Cape (Proprietary)
Limited and 51% of PBT Insurance Technologies (Proprietary) Limited from PBT
Holdings (Pty) Limited ("PBT Holdings") for a maximum consideration of R232 170
000 to be settled by way of an issue of 5 146 199 700 Wooltru ordinary shares at
4.51 cents per share pursuant to the re-organisation of the Company`s share
capital structure that incorporates the consolidation of the authorised and
issued share capital from ordinary shares of R0.00005 each to shares of R 0.001
each on the basis of 1-for-20 ordinary shares held ("the consolidation").
In terms of the acquisition agreement and the circular, the acquisition
consideration will be settled in two tranches as follows:
- the first tranche comprising 4 116 959 760 Wooltru ordinary shares will be
allotted and issued to PBT Holdings on Thursday, 25 November 2010 and
subsequently listed on the JSE Main Board at the commencement of trading on
Thursday, 25 November 2010 ("the first tranche issue"); and
- the second tranche comprising 1 029 239 940 Wooltru ordinary shares (post
consolidation: 51 461 997 ordinary shares) will be allotted and issued to
PBT Holdings on or about 28 February 2011 upon fulfilment of the profit
warranty.
On Monday 29 November 2010, following the first tranche issue and implementation
of the consolidation as fully disclosed in the circular, the authorised share
capital will comprise 450,000,000 ordinary shares of R0.001 each and issued
share capital of 230 364 821 ordinary shares of R0.001 each.
Change of sector
The Company`s listing will be transferred from the "Financial Services -
Speciality Finance" sector to the "Technology - Computer Services" sector with
effect from commencement of trading on Monday, 29 November 2010 (and not Monday,
8 November 2010 as previously disclosed in the circular). The shares will trade
under the abbreviated name "PBT", with the share code "PBT" and ISIN:
ZAE000149712.
Cape Town
5 November 2010
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 05/11/2010 16:11:02 Produced by the JSE SENS Department.
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