WINHOLD LIMITED - CONVERSION OF 711 899 9% AUTOMATICALLY CONVERTIBLE CUMULATIVE
PREFERENCE SHARES (`the preference shares`) AND DECLARATION OF A TOP-UP DIVIDEND
ON THE PREFERENCE SHARES
WINHOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1945/019679/06)
Ordinary share code: WNH ISIN: ZAE000033916
Preference share code: WNHP ISIN: ZAE000008041
(`Winhold`)
CONVERSION OF 711 899 9% AUTOMATICALLY CONVERTIBLE CUMULATIVE PREFERENCE SHARES
(`the preference shares`) AND DECLARATION OF A TOP-UP DIVIDEND ON THE PREFERENCE
SHARES
The terms and conditions of issue of the preference shares provide that they
will be automatically converted into ordinary shares in Winhold on the basis of
four ordinary shares for every preference share from commencement of the
financial year after the financial year in which the annual ordinary dividend
declared in cents per four ordinary shares is equal too or greater than 20,25
cents.
The dividend declared on four ordinary shares for the financial year ended on 30
September 2004 (declared on 1 December 2004 and payable on 24 January 2005) was
in aggregate 20,8 cents and the preference shares are thus convertible with
effect from 1 October 2004. Holders of the preference shares will receive the
dividend on the preference shares (20,25 cents per share) for the year ended 30
September 2004 and will in addition receive a top-up dividend of 0,55 cent per
preference share, being the difference between the dividend on four ordinary
shares and the preference dividend.
Notice is accordingly given that a top-up dividend of 0,55 cent per preference
share has been declared in respect of the year ended 30 September 2004, payable
on Monday 14 February 2005.
The salient dates in regard to the conversion and the dividend declaration are
as follows:
2005
Payment date of ordinary and preference dividends
declared on 1 December 2004 Monday 24 January
Last day to trade in the preference shares in order
to be eligible for the top-up dividend Friday 4 February
Preference shares suspended from the commencement
of trading Monday 7 February
New ordinary shares listed from Monday 7 February
Record date Friday 11 February
Payment date of the top-up dividend Monday 14 February
New ordinary shares issued to certificated
shareholders and safe custody accounts at
Central Securities Depository Participant
(`CSDP`) of broker update for dematerialised
shareholders Monday 14 February
Listing of the preference shares terminated Monday 14 February
The preference shares may not be dematerialised or rematerialised after Friday
14 February 2005.
Certificated holders of the preference shares are required to surrender their
share certificates to Computershare Investor Services 2004 (Proprietary) Limited
at Ground Floor, 70 Marshall Street, Johannesburg 2001 or PO Box 61736,
Marshalltown 2107 in order to receive share certificates in respect of the
ordinary shares due to them as a result of the conversion. Dematerialised
holders of the preference shares will have their safe custody accounts credited
by their CSDP or broker.
A copy of this announcement together with a form of surrender will be posted to
certificated holders of the preference shares on Monday 24 January 2005.
By order of the board
D J de Villiers
Secretary
Germiston
21 January 2005
Corporate adviser
Lanark Financial Services
Sponsor
LPC Manhattan Sponsors (Proprietary) Limited
Auditors
BDO Spencer Steward (Johannesburg) Inc.
Attorneys
Fluxmans Inc.
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