| Fri 4 Mar 2005, 13:55 | | Results of the scheme meeting and general meeting |
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Woolworths - Results of the scheme meeting and general meeting
WOOLWORTHS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1929/001986/06)
Share code: WHL ISIN: ZAE000028288
(`Woolworths` or `the company`)
RESULTS OF THE SCHEME MEETING AND GENERAL MEETING
INTRODUCTION
Further to the announcements published on the Securities Exchange News Service
(`SENS`) of the JSE Securities Exchange South Africa on Friday, 21 January 2005
and in the press on Monday, 24 January 2005 and Thursday, 10 February 2005,
Woolworths shareholders are advised that:
- the scheme of arrangement in terms of section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended (`the scheme`), proposed by Woolworths,
between Woolworths and its shareholders (other than E-Com Investments 16
(Proprietary) Limited (`ECom`), a wholly-owned subsidiary of Woolworths,
and those participants in The Woolworths Holdings Share Trust (`the WHST`)
holding Woolworths shares, in terms of the WHST Deed but which cannot be
freely traded in terms of the WHST Deed, to the extent only of such
shares), has been approved by the requisite majority of votes at the
scheme meeting held on Friday, 4 March 2005; and
- at the general meeting of Woolworths shareholders held on Friday, 4 March
2005 (`the general meeting`), the requisite majority of Woolworths
shareholders approved:
- the special resolution necessary to authorise the acquisition by
Woolworths of the 82 415 720 Woolworths shares held by ECom;
- the special resolution necessary to authorise the acquisition by
Woolworths and ECom of Woolworths shares in terms of the scheme;
- the ordinary resolution necessary to authorise the directors of the
company or the Group Secretary to implement the special resolutions
above; and
- the ordinary resolution approving the amendments to the WHST Deed.
The special resolutions that were passed at the general meeting will be lodged
with the Registrar of Companies (`the Registrar`) for registration. Upon
registration of the special resolutions by the Registrar, application will be
made to the High Court of South Africa (Cape of Good Hope Provincial Division)
(`the Court`) on Monday, 14 March 2005 at 10:00, or as soon thereafter as
Counsel may be heard, for the sanctioning of the scheme.
CHAIRMAN`S REPORT
Copies of the Chairman`s report on the scheme meeting will be available, on
request, from Monday, 7 March 2005 to Monday, 14 March 2005 during normal
business hours from the registered office of Woolworths, Woolworths House, 93
Longmarket Street, Cape Town and from the offices of Rand Merchant Bank, 1
Merchant Place, corner Fredman Drive and Rivonia Road, Sandown, Sandton.
FURTHER ANNOUNCEMENT
A further announcement regarding the outcome of the application to the Court and
the salient dates and times relating to the implementation of the scheme will be
published in due course.
Cape Town
4 March 2005
Investment bank and transactional sponsor
Standard Bank
Corporate law advisers
Tabacks
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Corporate Finance
Date: 04/03/2005 01:49:10 PM
Produced by the JSE SENS Department
