| Mon 14 Mar 2005, 17:38 | | Woolworths Holdings Limited - Sanctioning Of The S |
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Woolworths Holdings Limited - Sanctioning Of The Scheme Of Arrangement And
Finalisation Announcement
WOOLWORTHS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1929/001986/06)
Share code: WHL ISIN: ZAE000028288
(`Woolworths` or `the company`)
SANCTIONING OF THE SCHEME OF ARRANGEMENT AND FINALISATION ANNOUNCEMENT
1. SANCTIONING OF THE SCHEME OF ARRANGEMENT BY THE HIGH COURT OF SOUTH AFRICA
Further to the announcement published on the Securities Exchange News Service of
the JSE Securities Exchange South Africa on Friday, 4 March 2005 and in the
press on Monday, 7 March 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, a
wholly-owned subsidiary, and those participants in The Woolworths Holdings Share
Trust (`the WHST`) holding shares in Woolworths 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), was sanctioned by the High Court of South Africa (Cape of Good
Hope Provincial Division) on Monday, 14 March 2005. The Order of Court
sanctioning the scheme will be lodged with the Registrar of Companies for
registration.
2. SALIENT DATES AND TIMES
2005
Last day to trade to participate
in the scheme Wednesday, 16 March
Shares will trade ex the obligation
to participate in the scheme from the
commencement of trade on Thursday, 17 March
Record date on which shareholders must be
recorded in the register to be scheme
participants and so become entitled to
receive the scheme consideration
(`the record date`), at the close
of trade on Thursday, 24 March
Operative date of the scheme Tuesday, 29 March
If documents of title are received on
or prior to the record date, the scheme
consideration will be transferred or posted
(as the case may be) and new share
certificates posted to scheme participants
holding certificated Woolworths shares
(failing that, within five business days
of the receipt of the relevant documents
of title by the transfer secretaries
of Woolworths) Tuesday, 29 March
Safe custody accounts to be updated
in the case of scheme participants
who have dematerialised their
Woolworths shares Tuesday, 29 March
Notes
1. Shareholders may not dematerialise or rematerialise their Woolworths shares
from Thursday, 17 March 2005 to Thursday, 24 March 2005, both days inclusive.
2. Unless otherwise indicated, all times are South African times.
Cape Town
14 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
