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Winhold - Proposal To Facilitate The Introduction Of Black Economic Empowerment
Winhold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1945/019679/06)
Share code: WNH & ISIN: ZAE000033916
("Winhold" or "the Winhold Group")
PROPOSAL TO FACILITATE THE INTRODUCTION OF BLACK ECONOMIC EMPOWERMENT ("BEE")
1. Introduction
The Winhold Group presently comprises Winhold and two wholly-owned
subsidiaries, Gundle Limited ("Gundle") and Inmins Limited ("Inmins"), which
in turn operate through a number of wholly-owned subsidiaries.
The board of directors of Winhold recognises the economic and equity
imperatives of BEE and has for some time been exploring avenues for its
introduction into the Winhold Group.
A number of alternatives have been considered and discussions held with
selected potential investors with a view to maximising the benefits of BEE for
all stakeholders in the Winhold Group.
The board has resolved to implement a proposal in this regard structured by
Bravura Equity Services (Proprietary) Limited, further details of which are
set out in this announcement. Implementation of the proposal is subject to
fulfilment of the conditions precedent set out in paragraph 4 below.
2. The proposal
The proposal includes an internal restructuring which will result in all the
businesses in the Winhold Group being conducted through two new wholly-owned
subsidiaries of Gundle ("Gundle Newco") and Inmins ("Inmins Newco"). The
property-owning companies in the Winhold Group are specifically excluded from
the proposal.
Once the restructuring has been implemented, a 25% shareholding in each of
Gundle Newco and Inmins Newco will be sold at market-related prices to
selected BEE investors, which will include staff share trusts.
3. Financial effects of the proposal
The financial effects of the proposal on Winhold will not be significant.
4. Conditions precedent
Implementation of the proposal is subject to fulfilment of the following
conditions precedent:
- finalising the contractual terms and conditions for the funding required to
implement the proposal with the proposed third party funders;
- approval of the necessary documentation by the JSE Limited; and
- approval by the shareholders of Winhold in general meeting of the
resolutions required to implement the proposal.
5. General
A circular to shareholders containing full details of the proposal and
convening a general meeting of shareholders to consider the resolutions
required to implement the proposal is being prepared and will be posted to
shareholders in due course.
By order of the board
D J de Villiers
Company Secretary
Germiston
1 December 2005
Corporate and transaction adviser
Bravura
Sponsor
LPC Manhattan Moela (Pty) Ltd
(Registration number 2001/009215/07)
Auditors and reporting accountants
Bdo Spencer Stewart (JHB) Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
Attorneys
Fluxmans Attorneys
Website: www.fluxmans.com
Fluxmans Inc.
Registration no: 2001/024775/21
Date: 02/12/2005 07:00:06 AM Produced by the JSE SENS Department
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