WILSON BAYLY HOLMES - OVCON LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
JSE AND A2X Code: WBO
ISIN: ZAE000009932
(“WBHO or “Company”)


SPECIFIC REPURCHASE OF ORDINARY SHARES IN WBHO


At a general meeting held on 11 October 2006 relating to the introduction of an empowerment
scheme by WBHO shareholders passed, inter alia, a special resolution authorising WBHO to
repurchase from Akani Investment Holdings (Proprietary) Limited (“Akani”), so many ordinary shares of
the issued share capital in WBHO as determined under the applicable repurchase formula detailed
in the subscription and repurchase agreements, at a purchase price of one cent per share.


In terms of the subscription and repurchase agreements WBHO has repurchased 3 383 758 of WBHO
shares, with effect from Monday, June 19, 2023 from Akani as detailed below


Number of ordinary shares repurchased                                                         3 383 758

Price per ordinary share                                                                           R0.01
Total value of ordinary shares repurchased                                                   R33 837.58

Ordinary shares in issue at the repurchase date                                              59 890 514

Issued share capital after the repurchase                                                    56 506 756
Akani allocated and unallocated shares held after cancellation                                          0
Total treasury shares held after the repurchase                                               4 151 788



Opinion of the directors


The directors of WBHO have considered the impact of the share repurchase and are of the opinion
that:
-   WBHO and its subsidiaries will be able, in the ordinary course of business, to repay its debts
    for a period of 12 months from the date of this announcement.
-   The assets of WBHO and its subsidiaries are in excess of the liabilities, measured in accordance
    with the accounting policies used in the latest audited consolidated annual financial statements
    for the year ended 30 June 2022.
-   The ordinary share capital and reserves of WBHO and its subsidiaries will be adequate
    for a period of 12 months from the date of this announcement.
-   The working capital of WBHO and its subsidiaries will be adequate for a period of 12 months
    from the date of this announcement.


The directors have assessed the possible effects of the repurchase of shares on the liquidity and
solvency of WBHO prior to the implementation of the share repurchase and are satisfied that WBHO
and its subsidiaries have passed the solvency and liquidity test and that there have been no material
changes to the financial position of WBHO and its subsidiaries since the test was performed.


Financial Impact


The specific repurchase will be funded from WBHO’s cash facilities and will result in a decrease in
equity as a result of the repurchase and delisting of WBHO shares.



JSE LISTING


Application will be made to the JSE for the delisting of the 3 383 758 shares, which represent 5.65% of
WBHO’s current issued share capital.


For and on behalf of the Board


19 June 2023

Johannesburg

Sponsor:      Investec   Bank
Limited