UPDATE REGARDING POTENTIAL PROBUILD TRANSACTION AND CAUTIONARY ANNOUNCEMENT

Wilson Bayly Holmes-Ovcon (“WBHO” or “the Company”) refers to its announcement released on the Stock Exchange News Service (“SENS”) on 3 June 2020 in relation to an unsolicited indicative, non-binding and conditional proposal from a major international construction and civil services company to acquire WBHO’s 88 per cent interest in Probuild (“Proposed Transaction”).

Following a period of discussion, WBHO confirms that the Proposed Transaction is well progressed. Whilst in principle agreement has been reached on the majority of key terms and negotiations are materially advanced, the Proposed Transaction remains subject to finalization and execution of binding transaction documentation and key conditions including counterparty, regulatory and shareholder approvals. Probuild management in Australia have been intimately involved in the Proposed Transaction and are committed to the successful completion of the steps to finalise the Proposed Transaction.

Accordingly, shareholders are advised to exercise caution when dealing in WBHO shares until a further announcement is made.
By order of the board
Johannesburg
28 October 2020
Sponsor: Investec Bank Limited

Unaudited results for the six months ended 31 December 2019

The group delivered mixed results over the period where a solid performance from the African operations (including South Africa) and a strong first half from the United Kingdom (UK) operations were tainted by further losses provided for within the Australian operations.

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Trading update

The directors of WBHO hereby advise shareholders that, in respect of the unaudited consolidated interim results for the period ended 31 December 2019, earnings per share and headline earnings per share are expected to vary by the percentages and amounts included in the table below:-

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AVAILABILITY OF THE INTEGRATED REPORT AND NOTICE OF ANNUAL GENERAL MEETING

Shareholders are advised that the Integrated Report for the year ended 30 June 2019 is available on this website with effect from Tuesday, 29 October 2019.

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SUMMARISED AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019, FINAL DIVIDEND ANNOUNCEMENT AND NOTICE OF ANNUAL GENERAL MEETING

The group produced mixed results this year where solid performances from both the African
operations (including South Africa) and United Kingdom (UK) operations were overshadowed by the recognition of a significant provision in respect of anticipated losses on the Western Roads Upgrade (WRU) project in Australia.
– Revenue for the year increased by 16% to R41 billion (2018: R35 billion)
– Earnings per share decreased by 39% to 939 cents per share (2018: 1 534 cents per share)
– Headline earnings per share decreased by 34% to 932 cents per share (2018: 1 415 cents per share)
– Final dividend declared of 190 cents per share resulting in a total dividend for the year of 190 cents per share (2018: 475 cents per share)
– The net asset value amounts to R6.1 billion (2018: R6 billion)

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CHANGES TO THE BOARD AND TRADING STATEMENT

Change in responsibilities and appointment of executive director
Mike Wylie, after 45 years of exemplary service, has indicated that he intends to retire at our Annual General Meeting on the 20th November 2019. His leadership throughout this time has resulted in the continued growth and stability of WBHO.

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Unaudited results for the six months ended 31 December 2018

The group delivered disappointing results over the first six months of the financial year principally due to the recognition of a provision in respect of anticipated future losses on the Western Roads Upgrade (WRU) project (previously referred to as OSAR) in Australia.

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Trading statement

The operating performance of the group over the first six months of the financial year will be negatively affected upon the recognition of a material provision in respect of the anticipated loss to complete the OSAR Western Roads infrastructure project in Australia. The completion of contract anticipated loss is due to the interpretation of the technical specifications within the contract bid design resulting in the underestimation of the physical construction works required under the design and construct contract. The Group is investigating all possible recoveries.

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WBHO year end results booklet

The summary consolidated financial statements are prepared in accordance with the JSE Limited Listings Requirements, the framework concepts and the measurement and recognition requirements o fInternational Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council.

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ACQUISITION OF 60% OF THE ISSUED SHARE CAPITAL OF RUSSELLS LIMITED AND 31,7% OF THE ISSUED SHARE CAPITAL OF RUSSELL HOMES LIMITED

The shareholders of Wilson Bayly Homes-Ovcon Limited (WBHO) are hereby advised that WBHO UK Limited, a wholly owned subsidiary of WBHO, has entered into an agreement through which it has acquired 60% of the issued share capital of Russells Limited for a consideration of £32,8 million and 31,7% of the issued share capital of Russell Homes Limited for a consideration of £3,25 million, with an effective date of 18 July 2018.

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