| Mon 24 Oct 2005, 7:30 | | Wooltru Limited - Payment to Ordinary and N Ordina |
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Wooltru Limited - Payment to Ordinary and "N" Ordinary Shareholders
Wooltru Limited
(Registration number: 1936/008278/06)
Share code: WLO ISIN Code: ZAE000007993
Share code: WLN ISIN Code: ZAE000008744
Share code: WLOP ISIN Code: ZAE000008009
Share code: WLP1 ISIN Code: ZAE000008017
PAYMENT TO ORDINARY AND "N" ORDINARY SHAREHOLDERS
1. Introduction
The directors have resolved to proceed with a distribution to ordinary and "N"
ordinary shareholders ("ordinary shareholders") of 35 cents per ordinary and "N"
ordinary share ("ordinary shares") in cash ("the payment to ordinary
shareholders") as a distribution out of share premium.
In terms of the Listings Requirements of the JSE Limited and the company"s
articles of association, the payment to shareholders requires approval of the
ordinary shareholders, the 6% preference shareholders and the 6,75% preference
shareholders ("shareholders").
The payment to ordinary shareholders of 35 cents per ordinary share out of share
premium will be treated as follows for purposes of the Income Tax Act 1962 (Act
58 of 1962):
- 13,676 cents per ordinary share represents amounts previously transferred
from Wooltru"s distributable reserves to its share premium and will be
classified as a dividend in the hands of the ordinary shareholder; and
- 21,324 cents per ordinary share will be classified as a capital repayment
in the hands of the ordinary shareholder.
2. Salient dates and times
Set out in the table below are the salient dates and times pertaining to the
general meeting to be convened to approve the payment to ordinary shareholders:
2005
Circular posted to shareholders on Monday, 24 October
Last day to lodge forms of proxy for the
general meeting by 10:00 on Wednesday, 9 November
General meeting to be held following the
conclusion of the Annual General Meeting,
being held at 10:00 on the same date and
at the same venue, on Friday, 11 November
Results of general meeting and finalisation
announcement released on SENS on Friday, 11 November
Results of general meeting and finalisation
announcement published in the press on Monday, 14 November
Last day to trade in order to qualify for
the payment to ordinary shareholders on Friday, 25 November
Shares trade "ex" the entitlement to the payment
to ordinary shareholders from Monday, 28 November
The record date for the payment to ordinary
shareholders on Friday, 2 December
Date of payment on Monday, 5 December
Shares may not be dematerialised or rematerialised between Monday 28 November
2005 and Friday 2 December 2005, both days inclusive.
These dates and times may change and any changes will be announced on SENS and
published in the press.
3. Pro forma financial effects
Set out in the table below are the pro forma financial effects of the payment to
ordinary shareholders on the company"s earnings per ordinary share, headline
earnings per ordinary share, net asset value per ordinary share and net tangible
asset value per ordinary share, based on the company"s published audited results
for the year ended 30 June 2005. The pro forma financial effects have been
prepared for illustrative purposes only and, because of their nature, they may
not give a true reflection of the company"s financial position or results. The
pro forma financial effects are the responsibility of the directors.
Before the payment After the payment Percentage
to ordinary to ordinary change (%)
shareholders (note 1)shareholders
Earnings per ordinary
share (cents) (0,4) (3,0)(note 2) (650)
Headline earnings per
ordinary share (cents) 2,6 (0,1)(note 2) (103,8)
Weighted average number
of ordinary shares in
issue (million) 470,9 470,9 0
Net asset value per
ordinary share (cents) 46,0 11,0 (note 3) (76,1)
Net tangible asset value
per ordinary share (cents) 46,0 11,0 (note 3) (76,1)
Number of ordinary shares
in issue (million) 470,9 470,9 0
Notes:
1. Extracted from the published audited financial results for the year ended 30
June 2005.
2. The earnings and headline earnings per ordinary share in the "After the
payment to ordinary shareholders" column have been based on the following
assumptions:
- the payment to ordinary shareholders was made on 1 July 2004; and
- interest (notional), has been accrued for at 7,5% per annum and no tax was
deducted due to available assessed losses;
3. The net asset value and net tangible asset value per ordinary share in the
"After the payment to ordinary shareholders" column have been based on the
assumption that the distribution out of share premium was made on 30 June 2005.
4. Circular to shareholders
A circular containing details of the payment to ordinary shareholders and
incorporating a notice of general meeting will be posted to shareholders today.
Cape Town
24 October 2005
Sponsor: Bridge Capital Services (Pty) Limited
Reporting accountants and auditors: Ernst & Young
Date: 24/10/2005 07:30:20 AM Produced by the JSE SENS Department
