WOWOW - WOOLWORTHS HOLDINGS LIMITED - Placement of WHL Ordinary shares as part of the unwind of its 2007 Black Economic Empowerment Transaction [JSE Securities Exchange - SENS]
Placement of WHL Ordinary shares as part of the unwind of its 2007 Black Economic Empowerment Transaction

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



   In June 2007, WHL's ordinary shareholders approved a black economic empowerment
   transaction ("BEE Transaction") in terms of which WHL created, allotted and issued
   convertible,   redeemable,     non-cumulative     participating   preference   shares   ("the
   Preference Shares") to the Woolworths Employee Share Ownership Trust ("the Trust").

   The BEE Transaction enabled almost 17 000 WHL employee beneficiaries ("Eligible
   Employees") to acquire the equivalent of 10% of the ordinary issued share capital of
   WHL in issue at the time of the BEE Transaction. The BEE Transaction has been an
   unqualified success, underpinned by an increase in the WHL share price of 376% over
   the eight year period.

   In terms of the trust deed governing the Trust, the Preference Shares were distributed by
   the trustees of the Trust ("Trustees") to the Eligible Employees. Such Preference Shares
   were automatically and compulsorily converted to WHL ordinary shares.

   The sale of WHL ordinary shares held by Eligible Employees, who have elected to sell all
   of their WHL ordinary shares for cash, will be facilitated through an accelerated book
   build process to qualifying institutional investors only ("Book Build").


   In terms of the Book Build, 20 192 370 WHL ordinary shares ("Book Build Shares") will
   become available for sale to qualifying institutional investors through the Book Build
   The Book Build does not constitute, and is not intended to constitute, an offer to the
   public to purchase any WHL ordinary shares (including the Book Build Shares) in any

   The Book Build opens with immediate effect and may close at any time hereafter. Pricing
   and allocations of the Book Build offering will be determined as soon as practicable
   following the closing of the book.

   The Book Build process will be subject to normal share trading practices, the relevant
   rules, regulations and procedures of the JSE Limited, the applicable law and the
   settlement authority of Strate Proprietary Limited.

   The Standard Bank of South Africa Limited will be acting as sole bookrunner
   ("Bookrunner") to the Trustees (in their capacity as agents on behalf of the Eligible
   Employees that elected to sell all of their WHL ordinary shares) for the Book Build.

   Please contact Ralph Buddle at Woolworths Investor Relations on +27 (0)21 407 3250
   should you have any questions related to the BEE Transaction or the Book Build.

   Cape Town
   15 July 2015

Bookrunner to the Trustees
The Standard Bank of South Africa Limited

Transaction Sponsor to WHL
The Standard Bank of South Africa Limited

Legal adviser to the Trustees
Webber Wentzel

This announcement is restricted and is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or any
other jurisdiction in which such release, publication or distribution would be unlawful or
require further action for such purpose. This announcement is for information purposes only,
does not purport to be full or complete, is subject to change and shall not constitute or form
part of an offer, advertisement or solicitation of an offer to purchase or subscribe for
securities in the United States or any other jurisdiction. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or completeness.
In member states of the European Economic Area (other than the United Kingdom) this
announcement is directed only at persons who are qualified investors (as defined in article
2(1)(e) of EU directive 2003/71/EC and the relevant implementing rules and regulations
adopted by each Member State). In the United Kingdom, this announcement is directed only
at the following persons: investment professionals falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); and high net
worth entities, and other persons to whom it may lawfully be communicated, falling within
article 49(2)(a) to (d) of the Order, and such communication will not require any action for
such purpose. Persons not mentioned above should not take any action on the basis of this
announcement and should not act or rely on it.

The Book Build Shares offered in terms of the Book Build have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the "Securities Act"),
and may not be offered or sold, directly or indirectly, in the United States, absent registration
or an exemption from, or transaction not subject to, the registration requirements of the
Securities Act. There will be no public offer of Book Build Shares in the United States.

Neither this announcement nor the Book Build constitutes, or is intended to constitute, an
offer to the public in South Africa in terms of the South African Companies Act, 2008.

This announcement has been issued by and is the sole responsibility of WHL and the
Trustees. No representation or warranty, express or implied, is, or will be, made as to, or in
relation to, and no responsibility or liability is or will be accepted by the Bookrunner or by any
of its affiliates or agents as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This announcement does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Book Build Shares. Any
investment decision to buy Book Build Shares in the Book Build must be made solely on the
basis of publicly available information, which has not been independently verified by the

The Bookrunner is acting for the Trustees (in their capacity as agents on behalf of the
Eligible Employees that elected to sell all of their WHL ordinary shares) only in connection
with the Book Build and no one else, and will not be responsible to anyone else for providing
the protections offered to clients of the Bookrunner nor for providing advice in relation to the
Book Build.

In connection with the Book Build, the Bookrunner and any of its affiliates, acting as
investors for their own account, may acquire shares and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own account in such shares and other
securities of WHL or related investments in connection with the Book Build or otherwise.
Accordingly, references to Book Build Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition, placing or dealing
by, the Bookrunner and any of its affiliates acting as investors for their own account. The
Bookrunner does not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.

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