WHL - Woolworths - Specific issue of ordinary shares for cash in Woolworths [JSE Securities Exchange - SENS]
WHL - Woolworths - Specific issue of ordinary shares for cash in Woolworths     
Holdings Limited to Woolworths (Proprietary) Limited and cash payment to        
ordinary shareholders                                                           
Woolworths Holdings Limited                                                     
(Incorporated in the Republic of South Africa)                                  
Registration number 1929/001986/06                                              
Share code:  WHL    ISIN:  ZAE000063863                                         
("Woolworths" or "the Company")                                                 
1. The proposed transaction                                                     
1.1 Details relating to the proposed transaction                                
Shareholders are advised that the directors of Woolworths propose to issue 11   
000 000 Woolworths ordinary shares ("the ordinary shares"), from its authorised 
but unissued ordinary share capital, to Woolworths (Proprietary) Limited ("WPL")
a wholly-owned subsidiary of Woolworths based on a subscription price of R17.24 
cents per ordinary share, (being the weighted average traded price per ordinary 
share on the JSE over the 30 business day period ending on Wednesday, 20 January
2010). The specific issue is regarded as a specific repurchase of shares by WPL 
for the purposes of the JSE Limited Listings Requirements ("the specific        
The capital raised from the specific issue will be applied for the purpose of a 
proposed cash payment to ordinary shareholders recorded in the register as such 
on the record date to be made by Woolworths in lieu of the interim dividend on  
the ordinary shares for the six months ended 31 December 2009. Such proposed    
cash distribution will be consistent with interim dividend distributions made in
the past to ordinary shareholders ("proposed cash distribution"), under the     
authority granted by  shareholders at the annual general meeting of Woolworths  
held on Thursday, 19 November 2009 (collectively referred to as "the proposed   
The ordinary shares to be issued in terms of the specific issue will rank pari  
passu in all respects with the existing issued ordinary share capital of the    
Woolworths will undertake the specific issue from its authorised but unissued   
share capital, prior to the next annual general meeting of Woolworths to be held
in November 2010.                                                               
The ordinary shares to be allotted and issued to WPL in terms of the specific   
issue will be accounted for as treasury shares and application will be made to  
the JSE for the listing of these shares once they have been issued.             
1.2 Financial effects                                                           
The specific issue will have no significant or material effect on Woolworths'   
earnings, headline earnings, net asset value or tangible net asset value and,   
accordingly any such effect has therefore not been disclosed.                   
1.3 Posting of the circular and general meeting of shareholders                 
A circular has been posted to shareholders, today, Friday, 29 January 2010      
regarding the proposed transaction.  A general meeting of shareholders ("general
meeting") of Woolworths is convened, in terms of the notice of general meeting  
attached to and forming part of the circular to shareholders, for Thursday, 25  
February 2010.  The general meeting will be held in the Auditorium, 1st Floor,  
Woolworths House, 93 Longmarket Street, Cape Town at 11h00 and shareholders will
be requested to consider and, if deemed fit, to pass with or without            
modification the resolutions required to implement the specific issue.          
1.4 Important dates and times relating to the proposed transaction              
Declaration of proposed cash distribution(4)  Thursday, 18                      
released on SENS on                           February                          
Last day to lodge proxy forms (by no later    Tuesday, 23                       
than 11h00) for the general meeting on        February                          
General meeting held at 11h00 on              Thursday, 25                      
Results of general meeting announcement       Thursday, 25                      
released on SENS on                           February                          
Results of general meeting announcement       Friday, 26                        
published in the press on                     February                          
Finalisation announcement released on SENS on Friday, 12 March                  
Last day to trade to be eligible to receive   Thursday, 25                      
the proposed cash distribution on             March                             
Shares trade "ex" the proposed cash           Friday, 26 March                  
distribution from                                                               
Record date for the proposed cash             Thursday, 1 April                 
Proposed cash distribution paid to            Tuesday, 6 April                  
certificated ordinary shareholders on                                           
Proposed cash distribution credited to        Tuesday, 6 April                  
accounts of  dematerialised ordinary                                            
shareholders held by their CSDP or broker on                                    
1. Any change to the above dates and times will, subject to approval of the JSE,
be communicated to shareholders by notification on SENS and in the press.       
2. All times indicated above are South African local times.                     
3. Share certificates may not be dematerialised or rematerialised between       
Friday, 26 March 2010 and Thursday, 1 April 2010, both days inclusive.          
4. The declaration of the proposed cash distribution will be released with the  
interim results announcement and will include the amount to be paid per ordinary
share in terms of the proposed cash distribution                                
Cape Town                                                                       
29 January 2010                                                                 
Merchant bank and sponsor                                                       
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Date: 29/01/2010 07:30:01 Produced by the JSE SENS Department.                  
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