WOWOW - WOOLWORTHS HOLDINGS LIMITED - Results of Accelerated Book Build [JSE Securities Exchange - SENS]
Results of Accelerated Book Build

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


Shareholders are referred to the announcement released by WHL on the Stock Exchange
News Services of the JSE Limited on 15 July 2015 regarding the launch of an accelerated
book build offering of ordinary shares in WHL by the trustees of the Woolworths Employee
Share Ownership Trust ("Trustees"), acting on behalf of certain participants ("Eligible
Employees") of the WHL black economic empowerment transaction (the "Book Build").

WHL and the Trustees are pleased to announce that the Book Build was successfully priced
and closed prior to the market closing on 15 July, 2015.

The Book Build was substantially oversubscribed and 20 192 370 WHL ordinary shares held
by the Eligible Employees ("Book Build Shares") were placed with qualifying institutional
investors at a price of R97.00 per Book Build Share ("Book Build Price").

The Book Build Price represents a premium of 1.3% to the 30 day VWAP of R95.80 and a
premium of 2.3% to the closing price of the WHL ordinary shares on 14 July, 2015.

WHL and the Trustees would like to thank all investors that submitted bids and participated
in the Book Build.

Cape Town
16 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 have not been 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 has not been a public offer of Book Build Shares in the United

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
Standard Bank of South Africa Limited ("Bookrunner").

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.

Date: 16/07/2015 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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 information disseminated through SENS.
Source: JSE Securities Exchange - SENS
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