Woolworths - Results of the scheme meeting and general meeting [JSE Securities Exchange - SENS]
(Incorporated in the Republic of South Africa)
(Registration number 1929/001986/06)
Share code: WHL        ISIN: ZAE000028288
("Woolworths" or "the company")
Further to the announcements published on the Securities Exchange News Service
("SENS") of the JSE Securities Exchange South Africa on Friday, 21 January 2005
and in the press on Monday, 24 January 2005 and Thursday, 10 February 2005,
Woolworths shareholders are advised that:
-    the scheme of arrangement in terms of section 311 of the Companies Act,
     1973 (Act 61 of 1973), as amended ("the scheme"), proposed by Woolworths,
     between Woolworths and its shareholders (other than E-Com Investments 16
     (Proprietary) Limited ("ECom"), a wholly-owned subsidiary of Woolworths,
     and those participants in The Woolworths Holdings Share Trust ("the WHST")
     holding Woolworths shares, in terms of the WHST Deed but which cannot be
     freely traded in terms of the WHST Deed, to the extent only of such
     shares), has been approved  by the requisite majority of votes at the
     scheme meeting held on Friday, 4 March 2005; and
-    at the general meeting of Woolworths shareholders held on Friday, 4 March
     2005 ("the general meeting"), the requisite majority of Woolworths
     shareholders approved:
     -    the special resolution necessary to authorise the acquisition by
          Woolworths of the 82 415 720 Woolworths shares held by ECom;
     -    the special resolution necessary to authorise the acquisition by
          Woolworths and ECom of Woolworths shares in terms of the scheme;
     -    the ordinary resolution necessary to authorise the directors of the
          company or the Group Secretary to implement the special resolutions
          above; and
     -    the ordinary resolution approving the amendments to the WHST Deed.
The special resolutions that were passed at the general meeting will be lodged
with the Registrar of Companies ("the Registrar") for registration. Upon
registration of the special resolutions by the Registrar, application will be
made to the High Court of South Africa (Cape of Good Hope Provincial Division)
("the Court") on Monday, 14 March 2005 at 10:00, or as soon thereafter as
Counsel may be heard, for the sanctioning of the scheme.
Copies of the Chairman's report on the scheme meeting will be available, on
request, from Monday, 7 March 2005 to Monday, 14 March 2005 during normal
business hours from the registered office of Woolworths, Woolworths House, 93
Longmarket Street, Cape Town and from the offices of Rand Merchant Bank, 1
Merchant Place, corner Fredman Drive and Rivonia Road, Sandown, Sandton.
A further announcement regarding the outcome of the application to the Court and
the salient dates and times relating to the implementation of the scheme will be
published in due course.
Cape Town
4 March 2005
Investment bank and transactional sponsor
Standard Bank
Corporate law advisers
Rand Merchant Bank (A division of FirstRand Bank Limited)
Corporate Finance
Date: 04/03/2005 01:49:10 PM Produced by the JSE SENS Department
Source: JSE Securities Exchange - SENS
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