No change statement and notice of annual general meeting

WILSON BAYLY HOLMES – OVCON LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO
ISIN: ZAE000009932
(“the company”)

NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING

Shareholders are advised that the company’s 2014 Integrated Report and consolidated annual financial statements for the year ended 30 June 2014 contain no changes or modifications to the audited consolidated financial statements published on 1 September 2014.

The 2014 Integrated Report and consolidated annual financial statements are available on the company’s website at www.wbho.co.za and have been posted to shareholders on
14 October 2014.

The consolidated annual financial statements have been audited by BDO South Africa Incorporated and their unmodified report is available for inspection at the company’s registered office.

NOTICE OF ANNUAL GENERAL MEETING
The 32nd annual general meeting of Wilson Bayly Holmes-Ovcon Limited will be held at 53 Andries Street, Wynberg, Sandton on Wednesday 12 November 2014 at 11h00 for the purpose of conducting the business as stated in the Notice of Annual General Meeting in the 2014 integrated report.

The record date for shareholders to be recorded in the register of the Company in order to be able to attend, participate and vote at the annual general meeting is Friday, 7 November 2014 (“voting record date”). Accordingly the last date to trade in order to be registered in the Company’s register of shareholders is Friday, 31 October 2014. Forms of proxy must be lodged by no later than 11h00 on Tuesday, 11 November 2014.

15 October 2014
Johannesburg
Sponsor: Investec Bank Limited

Notification of Interest in Shares

WBO 201409010039A

Wilson Bayly Holmes-Ovcon Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1982/011014/06)
Share code: WBO
ISIN: ZAE000009932

Disposal of securities by clients of Old Mutual Investment Group (Pty) Ltd (“OMIG”)

In accordance with section 122(3)(b) of the Companies Act, 71 of 2008 (“the Act”), and section 3.83(b) of the JSE Listing Requirements, shareholders are advised that W ilson Bayly Holmes-O vcon Limited has received formal notification that Old Mutual Investment Group (Pty) Ltd (“OMIG”), has, on behalf of its clients, disposed of a beneficial interest in the ordinary shares of the Company, such that the total interest in the ordinary shares of the Company held by OMIG now amounts to 9.92% of the total issued ordinary shares of the Company.

Wilson Bayly Holmes-Ovcon Limited hereby confirms that it has received the required notice from OMIG in terms of Section 122(1) of the Act. As required in terms of section 122(3) (a) of the Act, Wilson Bayly Holmes-Ovcon Limited has filed the required notice with the Takeover Regulation Panel.

Johannesburg
1 September 2014

Sponsor: Investec Bank Limited

Audited summary consolidated financial statements for the year ended 30 June 2014

Despite challenging conditions within certain sectors, the group’s construction divisions have delivered a credible performance. However, the poor performance from the pipe factory in Mozambique, Capital Star Steel (CSS), has been of great concern and significantly affected the overall financial performance of the group. Reference to discontinued operations includes the trading results for CSS, Symo Steel and Krost (Pty) Ltd and the equity accounted income from Dywidag-Systems International (Pty) Ltd (DSI).

Continuing operations
Revenue from continuing operations increased by 8,4% during the year, however, approximately 3,2% relates to the full consolidation of Capital Africa Steel from 1 July 2013. Following strong growth of 24% in FY13, the Building and civil engineering division achieved moderate growth of 7,2% in the current year in what remains a buoyant private sector building market. The Roads and earthworks division has performed well to achieve revenue which is only marginally down (1,4% decrease) from the prior year, given the effect of very little activity in the mining sector both locally and in Africa.

Revenue from the Australian businesses was essentially static in dollar terms (2,4% decrease) and this was primarily due to start-up delays on certain projects in the second half of the year. In rand terms, revenue increased by 2,4% after the effects of currency conversions. Revenue from continuing operations within the construction materials division amounted to R1,3 billion and relates to the rebar, ready-mix and aggregate businesses.

Operating profit from continuing operations before non-trading items increased by 10,2% to R1 billion at a margin of 4,0% compared to R939 million at 3,9% in FY13. Improvement in building margins in the second half of the year were unfortunately offset by declining margins in the Civil engineering and Roads and earthworks divisions due to the lack of work from the mining sector and strong competition in the road sector. The Australian construction margin returned to the 2,0% level in the current year. Margins in the materials businesses have been under severe pressure in the second half particularly in the rebar market and this is reflected in the disappointing margin achieved of 1,1%.

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Trading Statement

WBO 201408180046A

WILSON BAYLY HOLMES – OVCON LIMITED
Building and civil engineering contractors
(Registration no. 1982/011014/06)
ISIN No: ZAE 000009932
Share code: WBO
(“WBHO” or “the Company”)

TRADING STATEMENT

Subsequent to the business update released on SENS in June 2014 in which shareholders were advised of the effects of production constraints and poor trading conditions on the value of non-current assets within the pipe mill, Capital Star Steel, as well as concerns over the future viability of the business, a decision was reached to either sell or close the operation. The shelving and racking businesses, Symo (a division within Capital Africa Steel (Pty) Ltd) and Krost Shelving (Pty) Ltd were also both disposed of during the year and, pending certain conditions precedent, an agreement has been concluded in respect of the sale of Dywidag-Systems International (Pty) Ltd, the business supplying roof bolts to the mining sector. As a result these businesses will be disclosed as discontinued operations in the upcoming release of results.

Thus the directors of Wilson Bayly Holmes-Ovcon Ltd hereby advise shareholders that in respect of the consolidated results for the year ended 30 June 2014, earnings per share from continuing operations will increase by between 10% and 20% while headline earnings per share from continuing operations will increase by between 5% and 15%.

Earnings per share will decrease by between 25% and 35% while headline earnings per share will be in a range of between -5% and 5% of that of the comparative period.

This statement has not been reviewed or reported on by the company’s auditors.

The financial results for the year to 30 June 2014 are expected to be released on SENS 1 September 2014.

By order of the board

Johannesburg
18 August 2014

Sponsor: Investec Bank Limited

WBHO launches sponsored ADR programme

BO 201407220011A
WBHO launches sponsored ADR programme

Wilson Bayly Holmes-Ovcon Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1982/011014/06)
Share code: WBO ISIN: ZAE000009932
(“WBHO”)

WBHO LAUNCHES SPONSORED AMERICAN DEPOSITORY RECEIPT PROGRAMME

Shareholders are advised that WBHO launched a sponsored American Depository Receipt
(“ADR”) programme yesterday on the over-the-counter market in the United States (“US”)
through Bank of New York Mellon (“BNY Mellon”).

Each depository receipt in the ADR programme represents one (1) ordinary share in WBHO and
trades under the symbol WBYLY.

By establishing the ADR programme, WBHO hopes to make investing in WBHO accessible to
more international investors, particularly US investors.

JOHANNESBURG
21 July 2014

Sponsor
Investec Bank Limited

Acquisition of securities by clients of Allan Gray Proprietary Limited (“Allan Gray”)

Wilson Bayly Holmes-Ovcon Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1982/011014/06)
Share code: WBO ISIN: ZAE000009932

Acquisition of securities by clients of Allan Gray Proprietary Limited (“Allan Gray”)

In accordance with section 122(3)(b) of the Companies Act, 71 of 2008 (“the Act”), and section 3.83(b) of the JSE Listing Requirements, shareholders are advised that Wilson Bayly Holmes-Ovcon Limited has received formal notification that clients of Allan Gray, have, in aggregate, acquired an interest in the ordinary shares of the Company, such that the total interest in the ordinary shares of the Company held by Allan Gray’s clients now amounts to 5.0161% of the total issued ordinary shares of the Company.

Wilson Bayly Holmes-Ovcon Limited hereby confirms that it has received the required notice from Allan Gray in terms of Section 122(1) of the Act. As required in terms of section 122(3) (a) of the Act, Wilson Bayly Holmes-Ovcon Limited has filed the required notice with the Takeover Regulation Panel.

Johannesburg
16 July 2014

Sponsor: Investec Bank Limited

Business update in respect of Capital Africa Steel (Pty) Ltd

BO 201406270038A
Business update in respect of Capital Africa Steel (Pty) Ltd

Wilson Bayly Holmes-Ovcon Limited
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO
ISN: ZAE000009932

BUSINESS UPDATE IN RESPECT OF CAPITAL AFRICA STEEL (PTY) LTD

The Directors of Wilson Bayly Holmes-Ovcon Limited (WBHO) wish to advise shareholders of the effects of production constraints and adverse trading conditions on the value of non-current assets on the group’s balance sheet in respect of its construction materials segment and more specifically the pipe mill, Capital Star Steel S.A. (CSS) in Mozambique.

CSS is a subsidiary of Capital Africa Steel (Pty) Ltd (CAS), the company through which WBHO operates its construction materials businesses. As reported at 31 December 2013, the profitability of CSS was severely affected by various production stoppages which have continued into the second half of the year. CAS has provided CSS with working capital funding to the value of R120 million in support of two recovery plans. The required production outputs from these recovery plans have not been achieved.
Furthermore, aggressive competition in the international project pipe market has affected the future operations of CSS.

It is expected that the cumulative effects of the above will result in the economic value of the assets of CSS being materially less than their current carrying amount of R539 million, resulting in an impairment thereof.

The impairment will affect earnings per share however the headline earnings per share of the group will not be affected.

The above information has not been reviewed or reported on by the group`s auditors.

Johannesburg
27 June 2014

Sponsor: Investec Bank Limited

Acquisition of securities by Old Mutual PLC on behalf of its Clients

WBO 201404230023A
Notification of Interest in Shares

Wilson Bayly Holmes-Ovcon Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1982/011014/06)
Share code: WBO ISIN: ZAE000009932
(“WBHO”)

Acquisition of securities by Old Mutual PLC on behalf of its Clients

In accordance with Section 122(3)(b) of the Companies Act, No 71 of 2008 and Section 3.83(b) of the JSE Listing Requirements, shareholders are hereby advised that WBHO has received formal notification in the prescribed form that Old Mutual PLC has acquired an interest in the securities of the Company such that the total interest in the securities of the Company held by Old Mutual PLC has increased to 10.28% of the total issued share capital of the Company.

Johannesburg
23 April 2014

Sponsor: Investec Bank Limited

Acquisition of securities by Sanlam Investment Management (Pty) Ltd on behalf of its Clients

BO 201404040027A
Interest in shares

Wilson Bayly Holmes-Ovcon Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1982/011014/06)
Share code: WBO ISIN: ZAE000009932

Acquisition of securities by Sanlam Investment Management (Pty) Ltd on behalf of its Clients

In accordance with Section 122(3)(b) of the Companies Act, No 71 of 2008 and Section 3.83(b) of the JSE Listing Requirements, shareholders are hereby advised that WBHO has received formal notification in the prescribed form that Sanlam Investment Management (Pty) Ltd has acquired an interest in the securities of the Company such that the total interest in the securities of the Company held by Sanlam Investment Management (Pty) Ltd has increased to 5.05% of the total issued share capital of the Company.

Johannesburg
4 April 2014

Sponsor: Investec Bank Limited

Unaudited interim consolidated financial results for the six months ended 31 December 2013

Revenue increased by 11% from R12b to R13,4b for the six months to December 2013, approximately 6% of which related to the full consolidation of Capital Africa Steel in the period.

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