| Tue 20 Dec 2005, 12:40 | | WB Holdings Limited - Cautionary Announcement |
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WB Holdings Limited - Cautionary Announcement
WB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE code: WBH & ISIN: ZAE000007902
("WB Holdings" or "the company")
CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcement dated 28 October 2005 wherein they
were advised, inter alia, of the change in control of the company resulting from
the acquisition by Messrs JM Kahn and MI Sacks ("the consortium") of an 80%
interest in WB Holdings ("the acquisition") and the intention of the consortium,
upon implementation of the acquisition, to maintain the listing of the company
on the JSE Limited ("JSE") and to raise additional capital for investment
purposes.
2. The board of directors of WB Holdings
As a result of the change in control the current board of directors of WB
Holdings, comprising the following directors, have resigned with effect from 20
December 2005:
AR van Wyk
TR Chennells
CV Steenkamp
NJ van Staden
HJ Marais
M du Preez
The following directors have been appointed to the board of directors of WB
Holdings with effect from 20 December 2005:
J. Meyer Kahn
J Meyer Kahn is the Chairman of the Board of SAB Miller plc. Mr Kahn has served
on the boards of sixteen listed companies and as a trustee of numerous
organizations and is also a past-president of the South Africa Foundation. Mr
Kahn was seconded for two-and-a-half years to the South African Police Service
as its Chief Executive for which he was awarded SOE in recognition of
outstanding service. Mr Kahn has a BA Degree (Law) and MBA at the University of
Pretoria.
Michael (Motty) I. Sacks
Michael I. Sacks is the Chairman of the Board of Network Healthcare Holdings
Limited (Netcare). Mr Sacks has more than 35 years of corporate and financial
experience and has served on the boards of several public companies and as a
trustee of numerous charitable trusts and organisations. Mr Sacks is also an
Officer of the International Association of Political Consultants, a position he
has held for the past 20 years. Mr Sacks graduated from the University of the
Witwatersrand in 1967 and was admitted as a Public Accountant and Auditor in
1968. He was admitted as an Accountant and Auditor in the United Kingdom and
Israel in 1974 and 1978, respectively. Mr Sacks is also the Chairman of Advtech
Limited, a leading South African educational institution.
Professor Derrick I. Swartz
Derrick Ian Swartz is Vice-Chancellor of the University of Fort Hare (UFH). He
joined the University on his return from exile, first as Director of the
Institute of Government and then as Vice- Chancellor in 1999. Professor Swartz
has served three successive terms as Deputy Chairman of the SA Vice-
Chancellors" Association and sits on various boards: the SABC, the Liliesleaf
(Rivonia) Trust, the Freedom Park Trust and the Dora Tamana Trust. He was a
member of the Presidential Review Commission established by former president
Nelson Mandela. He has been awarded one of SA"s highest honours, the Supreme
Order of the Baobab (Gold Class). Professor Swartz has a BA from UWC and MA and
PhD from Essex University (UK).
N. Brigalia Bam
Ntombemhlophe Brigalia Bam chairs the Independent Electoral Commission. Ms Bam
gained prominence through her work as general secretary of the SA Council of
Churches and has served on the numerous boards in SA and abroad, including the
SABC, Murray & Roberts, Absa and the Institute for Global Dialogue. She has
also served on the boards of the SA Human Rights Commission, the Open Society
Foundation, The Society for International Development, the All Africa Council of
Churches and Unisa. Ms. Bam is the founder president of the Women"s Development
foundation and outgoing Chancellor of the University of Port Elizabeth. In
2004, Bam received the National Order of the Baobab for her role in the
upliftment of women and her contribution to bring about democracy in SA. A
qualified social worker, Bam holds a masters degree in communication from the
University of Chicago. She has received numerous honorary doctorates and awards
in recognition of her commitment to democracy and human rights, especially the
rights of women.
Mandla Gantsho
Mandla Gantsho is the CE of the Development Bank of Southern Africa (DBSA). Mr
Gantsho joined the DBSA in 1995 as chief financial officer and took over as CE
in 2001, when he also joined the board of the bank. He was executive financial
manager of the bank from 1995 to 2000. He has also worked for Mobil Oil (now
Engen), the wider Transnet group and the World Bank"s private equity arm, the
International Finance Corp. He has served on presidential task forces,
including the Financial & Fiscal Commission and the commission of inquiry into
the rapid depreciation of the rand in 2001. Gantsho is a Director on a number
of Boards, including petrochemical group Sasol. He is a CA (SA) and holds an
MSc in project management from George Washington University in the US, a BCom
Hons and a CTA from UCT, and a BCom from the University of the Transkei.
Nomhle Canca
Nomhle Canca is CEO of Blue IQ Investment Holdings, an investment arm of the
Gauteng provincial government, which develops strategic infrastructure
investment products that have an economic and social impact. Earlier, Ms Canca
was an executive director and a cofounder of Woman Investment Portfolio Holdings
and the Women"s Development Bank. She is a director of Sentech, SA National
Parks and the Land Bank. She was educated in the US and qualified as a
stockbroker on the New York Stock Exchange and as an investment adviser in
Georgia. Her work experience includes spells with Merrill Lynch in the US and
Anglo American and Capital Alliance in Johannesburg. Since 1996, she has sat on
the Katz commission on taxation.
3. The future direction of WB Holdings
The company together with its Board of Directors is currently finalising
initiatives to recapitalise the company, introduce BEE associates and other
stakeholders, change the company"s name and change the JSE sector in which it is
listed.
Among other things, the reorganisation of the company will result in majority
ownership being in the hands of a Trust for the benefit of historically and
previously disadvantaged South African citizens and entities.
The company will become a diversified investment holding company actively
pursuing investment opportunities for long-term capital growth and investments
that will enable the company to actively participate in the economic
transformation presently occurring in South Africa.
The details of these events will be announced in due course.
4. Cautionary announcement
Given the events contemplated in paragraph 3 above, shareholders are advised to
exercise caution when dealing in the company"s securities until a further
announcement is made.
Cape Town
20 December 2005
Corporate Advisor and Sponsor
Sasfin Capital
A division of Sasfin Bank Limited
Date: 20/12/2005 12:40:30 PM Produced by the JSE SENS Department
