WOWOW - WOOLWORTHS HOLDINGS LIMITED - Proposed Acquisition By Woolworths Of The Remaining Shares In Country Road Limited [JSE Securities Exchange - SENS]
Proposed Acquisition By Woolworths Of The Remaining Shares In Country Road Limited

(Incorporated in the Republic of South Africa)
Registration number 1929/001986/06
Share code: WHL ISIN: ZAE000063863
("WHL" or "the Company")

                       ("COUNTRY ROAD")


   Shareholders of WHL are advised that WHL has today announced on the
   Australian Securities Exchange ("ASX") its intention to make an offer to all
   shareholders in Country Road, a company listed on the ASX, to acquire the
   remaining shares in Country Road not already owned by the WHL group. The
   offer is for a cash consideration of A$17.00 per share (the "Offer").

   WHL already has a relevant interest in 87.88% of the issued shares in Country
   Road. Accordingly, the total cash consideration for the remaining shares under
   the Offer is ~A$213 million (approximately R2.1 billion) (the "Offer

   The Offer is expected to be made by WHL's wholly-owned subsidiary,
   Woolworths International (Australia) Pty Limited ("WIA") or another wholly-owned
   subsidiary of WHL.

   If WHL acquires more than 90% of the shares of Country Road it will be entitled
   to compulsorily acquire the remaining Country Road shares. If the Offer is
   successfully implemented, Country Road will become a wholly-owned subsidiary
   within the WHL group and will be delisted from the ASX.

   The Offer is not a categorised transaction in terms of the Listings Requirements
   of the JSE Limited, and accordingly this is a voluntary announcement.

   * Unless otherwise noted, all A$ figures have been converted at the A$/R
   exchange rate of 10.05, the spot rate as at ASX close on 23 June 2014.


   Founded in 1974, Country Road is one of Australia's largest specialty fashion and
   homeware retailers with a leading position in the mid- to upper-tier of the
   specialty apparel market, operating more than 480 stores in the southern
   hemisphere. Following the acquisition of Witchery Group in 2012, the Witchery
   and Mimco brands were added to the Country Road and Trenery brands within
   the Country Road group. These four brands are complementary and appeal to a
   wide customer base. Country Road has successfully expanded its brands into the
   South African market in the form of stand-alone and concession stores within the
   WHL footprint.

  Country Road represented approximately 18% of WHL's turnover and contributed
  approximately 14% of profit before tax for FY 2013.


  Given the role of Country Road in realising a substantial part of the synergy
  benefits arising from the previously announced acquisition of David Jones Limited
  ("David Jones"), achieving full ownership of Country Road is a logical next step
  and in line with WHL's longstanding desire to acquire 100% of Country Road.

  WHL therefore believes that the Offer is in the best interests of its shareholders
  who will benefit from realising the synergies associated with both the David Jones
  acquisition and the benefits derived from owning 100% of Country Road.

  The Offer, which is in line with WHL's southern hemisphere strategy, will allow
  WHL to fully integrate one of Australia's fastest growing retail companies into the
  WHL group, thereby enhancing returns to WHL and its shareholders.


  WHL intends to fund the Offer through new debt facilities raised by WIA, or
  another wholly-owned subsidiary of WHL, from Australian banks. The additional
  debt funding to be raised is not expected to impact WHL's dividend payout policy,
  nor its ability to service its current debt funding commitments.

  The successful completion of the Offer is subject to conditions precedent,
  including, inter alia, the David Jones scheme announced to WHL shareholders on
  9 April 2014 becoming effective and approval of the Australian Foreign
  Investment Review Board.

  A further announcement regarding the fulfilment or waiver (as applicable) of the
  conditions precedent to the Offer will be made as appropriate.


   Further information will be contained in the Bidder's Statement to be lodged
   shortly with the ASX. A copy of the Bidder's Statement will be included on WHL's

Cape Town
24 June 2014

Investor contacts:
Ralph Buddle
Head of Corporate Projects
and Investor Relations
T: +27 21 407 3250
M: +27 83 412 4923

Media contacts:
WHL               South Africa                 Australia
Susie Squire                  Brunswick                    Hintons
Head of Corporate Affairs &   Nic Bennett                  Angus Urquhart
PR                            T:+27 11 502 7300            T: +61 3 96001979
T:+27 21 407 7546             M:+27 71 442 2401            M: +61 402 575 684
M:+27 60 532 3999
                              Carol Roos                   Nerida Mossop
                              T:+27 11 502 7300            T: +61 3 96001979
                              M:+27 72 690 1230            M: +61 437 361 433

Financial advisers to WHL:                Legal advisers to WHL:
Rothschild                                Gilbert +Tobin
Standard Bank                             Webber Wentzel

Transaction Sponsors to WHL:              Independent Sponsors to WHL:
Standard Bank                             Rand Merchant Bank (a division of
                                          FirstRand Bank Limited)

About Country Road

Country Road is a leading clothing and homeware retailer in Australia and New
Zealand. Country Road also offers its products in South Africa through 13
Woolworths stores alongside 12 stand-alone Country Road stores.

Country Road is listed on the ASX trading under the code ASX:CTY. For the 52
weeks ended 29 June 2013, Country Road had revenue of A$0.7 billion (R6.4 billion)
and net profit after tax of A$41 million (R372 million).^
^Assumed A$/R exchange rate: 9.05, the daily average of the exchange rate from
24/06/2012 to 30/06/2013, being the 53 week period of WHL's financial year for 2013


The release, publication or distribution of this announcement in certain jurisdictions
may be restricted by law and therefore persons in such jurisdictions into which this
announcement is released, published or distributed should inform themselves about
and observe such restrictions.

Date: 24/06/2014 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.
Source: JSE Securities Exchange - SENS
DISCLAIMER: http://www.mcgbfa.com/disclaimer.htm