| Fri 8 Apr 2011, 15:37 | | WEA - WG Wearne Limited - Update relating to Portland disposal creditors` |
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WEA
WEA
WEA - WG Wearne Limited - Update relating to Portland disposal, creditors`
schemes of arrangement, IDC funding and further cautionary announcement
WG WEARNE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005983/06)
JSE code: WEA
ISIN: ZAE000078002
("Wearne" or "the company")
UPDATE ANNOUNCEMENT RELATING TO:
* THE DISPOSAL OF PORTLAND HOLDINGS (PTY) LIMITED ("PORTLAND DISPOSAL");
* THE CREDITORS` SCHEMES OF ARRANGEMENT; AND
* FUNDING FROM THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED
("IDC"), AND FURTHER CAUTIONARY ANNOUNCEMENT
PORTLAND DISPOSAL
Further to the announcement, dated 21 February 2011, relating to the disposal of
Portland Holdings (Pty) Limited ("the Portland disposal"), Wearne advises as
follows:
* The Portland disposal constituted a related party transaction in terms of
which, inter alia, Wearne disposed of Portland Holdings (Pty) Limited in
exchange for the return of 56 616 370 Wearne shares owned by the purchasers
("the repurchased shares").
* The Securities Regulation Panel ("SRP") has granted a dispensation to the
Wearne Family in respect of any obligation by them to make a mandatory
offer in terms of Rule 8.7 of the SRP Code as the Portland disposal
constituted an "affected transaction" in terms of Rule 8.1 of that Code.
* The special resolution relating to the repurchased shares has been
registered by CIPRO.
* The relevant application has been submitted to the JSE Limited ("JSE")
relating to the cancellation of the repurchased shares. It is expected
that 56 616 370 Wearne shares will be delisted from the JSE on or about
Thursday, 14 April 2011.
CREDITORS` SCHEMES OF ARRANGEMENT
Further to the announcement, dated 2 March 2011, shareholders are advised that
the schemes of arrangement between WG Wearne Limited and its secured and
concurrent creditors and Wearne Aggregates (Pty) Limited and its secured and
concurrent creditors were duly sanctioned by the South Gauteng High Court,
Johannesburg on 15 March 2011 and the court order was registered by CIPRO.
FUNDING FROM THE IDC
Further to the announcement, dated 22 February 2011, shareholders are advised
that subject to the fulfilment of the remaining conditions precedent, the IDC
have approved a funding package amounting to a total of R85,2 million. The funds
will be introduced into the company through a combination of debt and equity.
The equity stake will comprise a direct investment of 15% and an indirect
investment of an additional 15% through a workers trust resulting in a total
combined investment of 30% of the issued share capital of the company. The
balance of the funding will be made up of various debt instruments. Further
details of the shares to be issued ("share issue") will be announced in due
course.
FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are advised to continue to exercise caution when dealing in their
Wearne shares until such time as details of the share issue have been announced.
Randburg
8 April 2011
Designated Adviser
Vunani Corporate Finance
Date: 08/04/2011 15:37:03 Produced by the JSE SENS Department.
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