2009/08/27
WHL - Woolworths - Declaration of a proposed cash distribution of 53.5 cents per [JSE Securities Exchange - SENS]
 
WOWOW                                                                           
WHL - Woolworths - Declaration of a proposed cash distribution of 53.5 cents per
ordinary share by Woolworths Holdings Limited                                   
Woolworths Holdings Limited                                                     
(Incorporated in the Republic of South Africa)                                  
Registration number 1929/001986/06                                              
Share code:  WHL    ISIN:  ZAE000063863                                         
("Woolworths" or "the Company")                                                 
DECLARATION OF A PROPOSED CASH DISTRIBUTION OF 53.5 CENTS PER ORDINARY SHARE BY 
WOOLWORTHS HOLDINGS LIMITED                                                     
1. Introduction                                                                 
The directors of Woolworths have resolved to make a cash distribution of 53.5   
cents per ordinary share to ordinary shareholders, in lieu of the final dividend
for the year ended 30 June 2009, by way of a capital reduction out of the       
Company's share premium account ("distribution"), if shareholders in general    
meeting pass the requisite resolutions authorising the directors to allot and   
issue ordinary shares for cash to the Company's wholly-owned subsidiary,        
Woolworths (Proprietary) Limited ("specific issue"), the terms of which were    
announced on SENS on Tuesday 25 August 2009 and published in the press on       
Wednesday 26 August 2009.                                                       
If however such authority is not obtained from shareholders, a final cash       
dividend of 53.5 cents per ordinary share for the year ended 30 June 2009 will  
be paid ("dividend").                                                           
The distribution will be in the form of a general payment to shareholders in    
terms of Section 90 of the Companies Act, 1973 (Act 61 of 1973), as amended.    
2. The distribution                                                             
2.1 Conditions precedent to the distribution                                    
The distribution is subject to the approval by shareholders of the ordinary     
resolutions required to implement the specific issue, which approval is sought  
at a general meeting of shareholders to be held in the Auditorium, 1st Floor,   
Woolworths House, 93 Longmarket Street, Cape Town at 11h00 on Thursday, 10      
September 2009 ("general meeting").                                             
2.2 Financial effects of the distribution                                       
The table below sets out the unaudited pro forma financial effects of the       
distribution on net asset value ("NAV") and net tangible asset value ("NTAV")   
per share based on the published audited results of the Company for the year    
ended 30 June 2009.                                                             
The unaudited pro forma financial effects are the responsibility of the         
directors and have been prepared for illustrative purposes only and, because of 
their nature, may not provide a fair reflection of the Company's financial      
position after the implementation of the distribution.                          
Shareholders are advised that, as the distribution is being made in lieu of a   
final cash dividend that would have been paid had no capital been available for 
the distribution, there will in fact be no additional or abnormal reduction in  
the cash and cash equivalents and equity attributable to shareholders of the    
Company.                                                                        
           Audited unadjusted      Pro forma           Change                   
           Woolworths for the 12   Woolworths for the  (%)                      
           months ended 30 June    12 months ended 30                           
           2009 before the         June 2009 after                              
           distribution(1)         the                                          
                                   distribution(2)                              
NAV per     390.4                   336.9               (13.7)                  
share                                                                           
TNAV per    345.2                   291.7               (15.5)                  
share                                                                           
Notes:                                                                          
1. As per the published audited results of Woolworths for the year ended 30 June
2009.                                                                           
2. Adjustments to NAV per share and TNAV per share were made on the assumptions 
that:                                                                           
- the distribution to shareholders was paid on 30 June 2009;                    
- the distribution is paid from cash resources and accordingly cash and cash    
equivalents and share premium are reduced by R414.5 million.                    
2.3 Salient dates of the distribution and the dividend                          
The salient dates of the dividend and the distribution are as follows:          
                                            2009                                
      General meeting of shareholders       Thursday, 10 September              
      regarding the specific issue to be                                        
      held at 11h00 on                                                          
                                                                                
      Results of general meeting and        Thursday, 10 September              
      finalisation date announcement                                            
      regarding the dividend or the                                             
      distribution published on SENS on                                         
                                                                                
      Results of general meeting and        Friday, 11 September                
      finalisation date announcement                                            
      regarding the dividend or the                                             
      distribution published in the press                                       
      on                                                                        
                                                                                
      Last day to trade to be recorded in   Thursday, 17 September              
      the register on the record date, in                                       
      order to receive the dividend or the                                      
      distribution, on                                                          
                                                                                
      Ordinary shares trade `ex' the        Friday, 18 September                
      dividend or the distribution on                                           
                                                                                
      Record date for the dividend or the   Friday, 25 September                
      distribution on                                                           
                                                                                
      Dividend or distribution paid to      Monday, 28 September                
      certificated shareholders on                                              
                                                                                
      Dividend or distribution credited to  Monday, 28 September                
      accounts of dematerialised                                                
      shareholders, held by their CSDP or                                       
      broker on                                                                 
                                                                                
Notes:                                                                          
1. These dates and times are subject to change. Any material change will be     
released on SENS and published in the press.                                    
2. Shareholders may not dematerialise or rematerialise their share certificates 
between Friday, 18 September 2009 and Friday, 25 September 2009, both days      
inclusive.                                                                      
Cape Town                                                                       
27 August 2009                                                                  
Merchant bank and sponsor                                                       
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Date: 27/08/2009 09:52:01 Produced by the JSE SENS Department.                  
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information disseminated through SENS.                                          
Source: JSE Securities Exchange - SENS
 
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