Results of Rights Offer
WOOLWORTHS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1929/001986/06
Share code: WHL ISIN: ZAE000063863
("WHL" or "the Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA AND JAPAN,
OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
APPLICABLE LAW OR REGULATION
RESULTS OF RIGHTS OFFER
Shareholders of WHL ("Shareholders") are referred to the announcement released on the
Securities Exchange News Service of the JSE Limited on Tuesday, 2 September 2014 and
published in the South African press on Wednesday, 3 September 2014 ("Finalisation
Announcement"), setting out the final terms of the renounceable rights offer of 167,803,572 new
ordinary WHL shares of no par value ("Rights Offer Shares") at a subscription price of R59.50
per Rights Offer Share as proposed by the Company ("Rights Offer").
The Rights Offer closed at 12:00 (SAST) on Friday, 26 September 2014 and the board of
directors of WHL advise that the results of the Rights Offer are as follows:
- Shareholders and their renouncees subscribed for 165,588,582 Rights Offer Shares,
equivalent to 98.7% of the total number of Rights Offer Shares; and
- applications were received for 193,102,264 Rights Offer Shares, equivalent to 115.1% of the
total Rights Offer Shares, from holders of rights wishing to acquire Rights Offer Shares in
addition to their rights entitlements ("Excess Applications").
Shareholders are advised that the 2,214,990 Rights Offer Shares in respect of Excess
Applications will be allocated in an equitable manner as set out in the circular posted to
Shareholders on Tuesday, 9 September 2014 which sets out the full terms of the Rights Offer.
The Rights Offer was underwritten by Citigroup Global Markets Limited ("Citi"), J.P. Morgan
Securities plc ("JP Morgan") and The Standard Bank of South Africa Limited ("Standard Bank")
("Joint Bookrunners"). As the Rights Offer was fully subscribed, after taking into account the
Excess Applications received, the Joint Bookrunners will not be allocated any Rights Offer
Shares in terms of the Rights Offer.
Share certificates will be posted to holders of certificated WHL shares who have followed their
rights, or their renouncees, today.
The custody accounts of holders of dematerialised WHL shares who have followed their rights,
or their renouncees, will be updated and their accounts at their Central Securities Depository
Participant ("CSDP") or broker credited with the Rights Offer Shares and debited with any
payment due, today.
Share certificates will be posted to holders of certificated WHL shares, or their renouncees, who
have been allocated Rights Offer Shares in terms of the Excess Applications on or about
Wednesday, 1 October 2014.
The custody account of holders of dematerialised WHL shares, or their renouncees, who have
been allocated Rights Offer Shares in terms of Excess Applications, will be updated and their
accounts at their CSDP or broker credited on Wednesday, 1 October 2014.
Cheques refunding monies in respect of unsuccessful Excess Applications will be posted to the
relevant applicants, at their risk, on or about Thursday, 2 October 2014. No interest will be paid
on monies received in respect of unsuccessful applications.
29 September 2014
Head of Corporate Finance and Investor Relations
T: +21 27 407 3250
M: + 27 83 412 4923
Joint Global Coordinators, Bookrunners and Underwriters
Investment Bank and Transaction Sponsor to WHL
Legal Advisers to WHL
Gilbert + Tobin
Independent Financial Adviser to WHL
Rothschild (South Africa) Proprietary Limited ("Rothschild")
Legal Advisers to the Joint Bookrunners
Latham & Watkins (London) LLP
Bowman Gilfillan Inc.
Independent Reporting Accountants and Auditors of WHL
Ernst & Young Inc.
Independent Reporting Accountants and Auditors of David Jones
Ernst & Young
Lead Independent Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
NOTICE TO RECIPIENTS
This announcement is not for distribution, directly or indirectly, in or into the United States of
America (including its territories and dependencies, any State of the United States of America
and the District of Columbia), Canada and Japan.
This announcement does not constitute an offer of, or an invitation to purchase, any securities
of the Company in any jurisdiction. This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in the United States. The securities
mentioned herein (the "Securities") have not been, and will not be, registered under the United
States Securities Act of 1933 (the "Securities Act"). The Securities may not be offered or sold in
the United States absent registration or an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. There will be no public offer of the
Securities in the United States, Canada and Japan.
Citi, J.P. Morgan, Standard Bank and Rothschild are acting exclusively for the Company and no
one else in connection with the Rights Offer. They will not regard any other person (whether or
not a recipient of this announcement) as their respective clients in relation to the Rights Offer
and will not be responsible to anyone other than the Company for providing the protections
afforded to their respective clients nor for giving advice in relation to the Rights Offer or any
transaction or arrangement referred to herein. No representation or warranty, express or
implied, is made by Citi, J.P. Morgan, Standard Bank and Rothschild as to the accuracy,
completeness or verification of the information set forth in this announcement, and nothing
contained in this announcement is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future.
Citi, J.P. Morgan, Standard Bank and Rothschild assume no responsibility for its accuracy,
completeness or verification and, accordingly, disclaim, to the fullest extent permitted by
applicable law, any and all liability which they might otherwise be found to have in respect of this
announcement or any such statement.
Date: 29/09/2014 09:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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