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WEA
WEA
WG Wearne - Competition Commission Clearance and general issue for cash
W G Wearne Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005983/06)
(JSE code: WEA & ISIN: ZAE000078002)
("Wearne" or "the company")
W De Bruyn Sandwerke transaction - Competition Commission Clearance and
general issue for cash
1. Introduction
Further to the announcements dated 11 September and 20 September 2006
in terms of which Wearne announced the purchase of the business and
moveable assets of W De Bruyn Sandwerke CC as well as various
properties for an aggregate consideration of R140 million ("the DBS
transaction"), shareholders are advised that the final condition
precedent to the DBS transaction has been satisfied, namely the
unconditional approval of the DBS transaction by the Competition
Commission ("the final condition precedent"). Notification in this
regard was received by Wearne on Tuesday, 17 October 2006.
2. Restructuring of payment terms and reduction in purchase consideration
2.1 In terms of the DBS transaction the purchase consideration is payable
on 8 January 2007, due to the final condition precedent being
fulfilled after 1 October 2006.
2.2 Originally the purchase consideration of R140 million was structured
to include a deferred payment of R70 million, which was only payable
on 1 October 2007.
2.3 Wearne agreed with the vendors of the DBS transaction to reduce the
purchase consideration from R140 million to R135 million with no
deferred payment component, due to the notional interest charge
treatment on deferred payments in terms of International Financial
Reporting Standards.
2.4 The reduction in the purchase consideration from R140 million to R135
million will not have any material effect on the financial effects as
announced previously.
3. General issue for cash
3.1 At the annual general meeting of the company held on 17 August 2006,
the requisite majority shareholders approved the ordinary resolution
authorising the directors to issue shares for cash in accordance with
the Listings Requirements of JSE Limited ("Listings Requirements").
3.2 As previously announced, Wearne has placed 20 000 000 new ordinary
shares with select investors at 270 cents per share, to partly fund
the DBS transaction, which represent a 15.4% increase in the issued
ordinary share capital of the company.
3.3 The issue price of 270 cents per share represent no discount to the 30
day weighted average price ended 15 September 2006, being the date the
issue price was agreed by the directors of Wearne.
3.4 The shares have been issued to public shareholders as defined by the
Listings Requirements.
3.5 The JSE Limited has granted a listing of the new shares with effect
from commencement of business on Wednesday, 1 November 2006.
4. Conclusion
Accordingly the board of Wearne announces that the DBS transaction is
now unconditional in all respects.
Designated Adviser
Exchange Sponsors
Attorneys
Brink Cohen Le Roux Inc
Johannesburg
24 October 2006
Warning: The listing of ordinary shares in the company is on ALTx.
Investors are advised of the risks of investing in a company listed on
ALTx. Investors are advised that the JSE does not guarantee the
viability or the success of a company listed on ALTx. In terms of the
Listings Requirements, the company is obliged to appoint and retain a
Designated Adviser, which is required to, inter alia, attend all board
meetings held by the company to ensure that all the Listings
Requirements and applicable regulations are complied with, approve the
Financial Director of the company and guide the company in a
competent, professional and impartial manner. If the company fails to
retain a Designated Adviser, it must make arrangements to appoint a
new Designated Adviser within 10 business days, failing which the
company faces suspension of trading of its securities. If a
Designated Adviser is not appointed within 30 days of its suspension,
the company faces the termination of its listing without the prospect
of an appropriate offer to minority shareholders.
Date: 24/10/2006 03:53:08 PM Produced by the JSE SENS Department
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