WOMEN INVESTMENT PORTFOLIO HOLDINGS LIMITED
Incorporated in The Republic of South Africa
(Registration number 1996/001291/06)
("Wiphold")
ANNOUNCEMENT TO SHAREHOLDERS
Further to Wiphold's cautionary announcement dated 1 February 2001, the Wiphold
Directors advise that an error has been made in Wiphold's audited annual
financial statements for the years ended 28 February 1998, 1999 and 2000 and in
the announced interim results.
The error resulted in an incorrect allocation between the Minority Interest and
the Non Distributable Reserve on the respective balance sheets ("the incorrect
allocation"). This caused the net asset value of Wiphold to be overstated as
detailed below. There is no effect on the income statements (as listed
investments are stated at market value and any change in their value above
original cost is accounted for as a movement to the Non Distributable Reserve)
and cash flow statements. Accordingly, there has neither been a loss nor cash
outflow from Wiphold.
Wiphold has an interest in the Bidvest Group Limited ("Bidvest") via a Special
Purpose Vehicle ("the SPV"). In terms of the agreement governing the SPV dated
29 November 1996 between Wiphold, The Southern Life Association, Bid
Corporation Limited (now Bidvest) and others, there are two classes of
preference shares in the SPV, being:
* "A" preference shares which entitle holders to receive 30% of the underlying
investment in the SPV on 29 November 2001, being the date on which the SPV will
redeem all preference shares issued by it ("the redemption date"); and
* "B" preference shares which entitle holders to receive, on the redemption
date, the original cost of these shares plus a required return equal to a
compounded real rate of 12% per annum.
The growth of the "B" preference shares has been incorrectly calculated giving
rise to the incorrect allocation. The effect in respect of each financial
period is disclosed below. These amounts have been audited by Deloitte &
Touche.
Minority Cumulative
Interest Understatement
Reporting previously Minority Interest of Minority Impact on Net
date reported restated Interest Asset Value
R'000 R'000 R'000 %
28 Feb 98 124 676 137 657 (12 981) (5.1)
28 Feb 99 122 423 152 639 (30 216) (3.3)
31 Aug 99 119 292 153 576 (34 284) (3.9)
29 Feb 00 127 508 169 045 (41 537) (4.7)
31 Aug 00 126 137 178 228 (52 091) (6.5)
The net asset value of Wiphold at 31 August 2000 as published in the Interim
Results Announcement dated 24 October 2000 was R806 million (647 cents per
share). The effect of this reallocation results in the net asset value
declining to R754 million (605 cents per share).
Besides Wiphold's initial payment of R426.00 to acquire 100% of the issued
ordinary shares of the SPV, there is no requirement for any further
contribution by Wiphold.
None of the following public documents, which relate to the capital raising
exercises undertaken by Wiphold and its subsequent listing, overstate the
valuation of Wiphold's interest in the SPV:
* Prospectus issued 25 June 1997
* Rights Offer Circular issued 15 May 1998
* Pre-listing Statement issued 24 March 1999.
Wiphold has reviewed the agreements governing all of its other investments and
is satisfied that it has correctly accounted for them in its published
financial results.
Johannesburg
5 February 2001
Registered Accountants & Auditors
Deloitte & Touche
Sponsor
Wipcapital (Proprietary) Limited
(Registration number 1997/021195/07)
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