WB Holdings Limited - Completion Of Due Diligence Investigation
WB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE code: WBH
ISIN: ZAE 000007902
("WB Holdings" or "the company")
SATISFACTORY CONCLUSION OF DUE DILLIGENCE INVESTIGATION
Shareholders are referred to the announcement dated 28 October 2005 wherein they
were advised that the controlling shareholder of WB Holdings, SGM Investments
(Proprietary) Limited ("SGM"), had entered into an agreement to dispose of its 7
520 000 ordinary shares in WB Holdings, constituting 80% of the entire issued
share capital of the company, to Messrs JM Kahn and MI Sacks ("the consortium")
for a consideration of R1 159 000, equivalent to R0.15 per share ("the
acquisition agreement"). The acquisition agreement will be implemented
subsequent to the disposal by the company of all of its assets to SGM ("the
disposal") and the distribution of the proceeds of the disposal, after taxation
and transaction costs, to shareholders by means of a special dividend ("the
distribution").
The acquisition agreement was, inter alia, conditional upon the completion by
the consortium of a due diligence investigation on the company. The due
diligence investigation has been completed to the satisfaction of the consortium
and this condition precedent has been fulfilled.
The implementation of the acquisition agreement will constitute a change of
control of the company obliging the consortium to extend an offer to
shareholders to acquire their shares on similar terms as those offered to SGM,
unless the requirement to make such an offer is waived by shareholders.
Accordingly it is a condition precedent of the acquisition agreement that
shareholders pass a resolution at a general meeting of shareholders to waive
their right to a mandatory offer of R0.15 cents per share.
A general meeting of shareholders will be held at WB Holdings, Newlink Centre,
New Street, Paarl at 10h00 on Monday, 28 November 2005 for the purpose of
considering and, if deemed fit, passing, with or without modification, the
resolutions required to approve and implement, inter alia, the disposal, the
distribution, the change in control and the waiver of the mandatory offer
resulting from the acquisition agreement. SGM and its associates will not be
able to vote on any resolutions relating to the disposal, distribution and
change of control at the general meeting.
Cape Town
23 November 2005
Corporate Advisor and Sponsor
Sasfin Corporate Finance
A division of Sasfin Bank Limited
Date: 23/11/2005 12:43:05 PM Produced by the JSE SENS Department
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