Escolar Documentos
Profissional Documentos
Cultura Documentos
Dear Sir/Madam,
Attached is a copy of the Buy-Back booklet that is being mailed to all eligible shareholders together with
personalised tender forms.
Eligible shareholders are those who were on the register on 6 September 2010 with addresses in Australia, New
Zealand, the United Kingdom, the United States, Hong Kong (professional investors only), Singapore and Japan.
Woolworths may accept a tender submitted by foreign shareholders residing outside of these jurisdictions if the
shareholder can demonstrate to the satisfaction of Woolworths that its participation in the Buy-Back will not breach
the laws of any jurisdiction.
Restricted employee shares, shares issued under the dividend reinvestment plan with respect to the 2010 final
dividend and shares held by excluded foreign shareholders may not be tendered into the Buy-Back (as detailed in the
Buy-Back booklet).
The Buy-Back tender period opens on 20 September 2010 and is scheduled to close on 8 October 2010. Full details
are contained in the Buy-Back booklet.
For further information contact the Information Line on 1300 368 664.
Yours sincerely,
WOOLWORTHS LIMITED
PETER J HORTON
Group General Counsel and Company Secretary
Encls.
Woolworths Limited
A.B.N 88 000 014 675
Off-Market
Buy-Back
Booklet
THIS IS AN IMPORTANT DOCUMENT
While Woolworths does not anticipate any changes to these dates and times, it reserves the right to vary them without
notifying you. Any change in date or time will take effect from the time it is authorised by the Board and will be publicly
announced as soon as practicable following the Board’s authorisation. Any such change will be taken to amend this booklet
(and the other Buy-Back Documents) accordingly. Woolworths may in its absolute discretion also decide not to proceed
with the Buy-Back and may vary the size of the Buy-Back depending on a number of factors including shareholder demand,
market conditions and forecast future capital requirements.
Citi and Greenhill Caliburn are acting as financial advisers to Woolworths in relation to the Buy-Back. Mallesons Stephen
Jaques are acting as legal adviser to Woolworths in relation to the Buy-Back.
Eligibility to Participate
Subject to the following, you are eligible to participate in the Buy-Back if Shares are registered in your name on the Buy-Back
Record Date (Monday, 6 September 2010) and, in accordance with the Settlement Rules, the Shares confer an entitlement
to receive this Invitation.
Restricted Employee Shares and shares issued under the DRP with respect to the 2010 final dividend may not be tendered
into the Buy-Back.
Excluded Foreign Shareholders are not eligible to participate in the Buy-Back (other than in the limited circumstances as
described in Section 4.3).
Buy-Back Summary
Woolworths is seeking to buy back up to $700 million worth of its Shares through an off-market tender. The Buy-Back is an
opportunity for you to sell some or all of your Shares by submitting a Tender.
Buy-Back size Woolworths is seeking to buy back up to $700 million worth of its Shares. However,
Woolworths may vary the size of the Buy-Back depending on a number of factors including
shareholder demand, market conditions and forecast future capital requirements
Tender Discount Range Tenders can be lodged at discounts of 8 per cent to 14 per cent inclusive (at 1 per cent
intervals) to the Market Price. The Market Price is calculated as the VWAP of Woolworths
shares over the five trading days up to and including the Closing Date. The Market
Price will be announced to the market as soon as possible after 4.30pm (Sydney time)
on the Closing Date and will be available to shareholders on Woolworths’ website
(www.woolworthslimited.com.au) or by calling the Buy-Back Information Line on
1300 368 664 from within Australia and +61 3 9415 4055 from outside Australia
Buy-Back Price The Buy-Back Price will be calculated by applying the Buy-Back Discount selected by
Woolworths under the tender process to the Market Price
Capital component of the $3.08(1)
Buy-Back Price
Dividend component of The Buy-Back Price less the $3.08 capital component
the Buy-Back Price
Multiple Tender Discounts With the exception of shareholders who own 85 Shares or less, eligible shareholders can
tender different parcels of Shares at different Tender Discounts. Shareholders that own 85
Shares or less can only tender Shares at one discount or as a Final Price Tender
Final Price Tender Shareholders may submit a Final Price Tender which is an offer to sell Shares at the
Buy-Back Price ultimately determined by Woolworths – see above
Eligible Shareholders You are eligible to participate in the Buy-Back if Shares are registered in your name
on the Buy-Back Record Date (Monday, 6 September 2010) and you are resident in,
or are holding Shares on behalf of someone resident in, Australia, New Zealand, the
United Kingdom, the United States, Hong Kong (professional investors only), Singapore
or Japan
Ineligible Shares Restricted Employee Shares and shares issued under the DRP with respect to the 2010
final dividend may not be tendered into the Buy-Back (see Section 4.2)
Shares held by Excluded Foreign Shareholders may not be tendered into the Buy-Back
(other than in the limited circumstances as described in Section 4.3)
(1)
This amount is subject to ATO approval (see Section 2.1).
If you choose NOT to participate in the Buy-Back, you do not need to take any action, and the number of Shares you hold
will not change as a result of the Buy-Back.
• You can choose the Tender Discount(s) within the Tender Discount Range at which you are willing to sell some or all
of your Shares (your Tender price):
-- If the Buy-Back Price is higher than your Tender price, you will receive the higher Buy-Back Price for any of your
Shares that are bought back by Woolworths; and
-- If the Buy-Back Price is less than your Tender price, Woolworths will not buy back your Shares. Under no
circumstances will your Shares be bought back at a price lower than your Tender price;
• Alternatively, you can choose to Tender some or all of your Shares as a Final Price Tender. This means you are willing
to sell your Shares at the Buy-Back Price that Woolworths determines following the tender process;
• If your Shares are bought back, you will receive a fully franked dividend as part of the Buy-Back Price; and
• You should not have to pay brokerage or appoint a stockbroker to sell your Shares.
Further details regarding each of these steps are set out in Section 1.15.
Enquiries
If you have any questions in relation to the Buy-Back or the content of this booklet, please call the Buy-Back Information
Line on 1300 368 664 from within Australia or on +61 3 9415 4055 from outside Australia between the hours 8.30am to
5.30pm (Sydney time), Monday to Friday. Alternatively, information on the Buy-Back is also available on the Woolworths
website at www.woolworthslimited.com.au.
Further Advice
This document does not provide financial product advice and has been prepared without taking into account your
particular objectives, financial situation or needs. You should consider obtaining independent advice before making any
financial decisions.
On behalf of the Board of Directors, I am pleased to invite you to participate in an off-market buy-back tender to sell some
or all of your Woolworths Shares:
• At specified discounts of between 8 per cent to 14 per cent inclusive (at 1 per cent intervals) to the Market Price; or
• As a Final Price Tender (which is an election to receive the Buy-Back Price). In other words you choose to sell your
Shares at the price determined by Woolworths following receipt of the Tenders lodged by participating shareholders.
Woolworths is aiming to buy back up to $700 million worth of Shares representing up to 2.4 per cent of its outstanding
Shares. The actual number of Shares bought back will be determined by Woolworths having regard to a number of factors
including the Tenders lodged by shareholders, market conditions and forecast capital requirements. We will only buy back
Shares at a price we believe is in the best interests of all shareholders, including those who choose not to participate in the
Buy-Back. Further details of the tender process are set out in Section 1 of this booklet.
Woolworths has obtained a preliminary indication from the Australian Taxation Office that for Australian tax purposes,
the Buy-Back Price will comprise a capital component of $3.08, with the remainder of the price paid to you deemed a
fully franked dividend. Woolworths expects that this will be confirmed by the ATO in a Class Ruling. The Buy-Back will
have different tax consequences for different shareholders depending on their original purchase price and individual tax
situations. Detailed information on the Australian tax consequences for participants is provided in Section 2 of this booklet.
The Board and management are committed to growing our business and managing our capital so we can increase
shareholder value and increase returns to you, our shareholders. The Buy-Back is aimed at achieving a balance between
returning capital, retaining sufficient flexibility to invest capital, pursuing growth options and maintaining strong
credit metrics.
Participation in the Buy-Back is optional. If you wish to submit a Tender, you must ensure that your completed and signed
Tender Form is received by the Registry if you have an Issuer Sponsored Holding or, if you have a CHESS Holding,
your controlling participant (usually your broker) processes your Tender, no later than 7.00pm (Sydney time) on the
Closing Date.
I urge you to consider this document carefully. If you have any queries on any aspects of the Buy-Back after reading this
booklet, please call the Woolworths Buy-Back Information Line on 1300 368 664 within Australia or +61 3 9415 4055 from
outside Australia.
Yours faithfully
James Strong
Chairman
• The Buy-Back is expected to improve EPS and ROE for shareholders who continue to hold Woolworths shares;
• The Buy-Back allows Woolworths to buy back Shares at a discount of between 8 per cent to 14 per cent to the Market
Price. This is likely to enable Woolworths to buy back a greater number of Shares than under an on-market buy-back
for the same amount of capital;
• Woolworths is able to determine the most appropriate number of Shares to buy back based on shareholder demand;
and
• Woolworths’ targeted amount of capital can be bought back within a relatively short period of time.
The advantages for individual shareholders of participating in the Buy-Back may include:
• Participation is optional and shareholders who choose to participate can tailor their participation to suit their own
circumstances. In particular, you can choose:
-- How many Shares to tender if the number of Shares you own and that you intend to tender is greater than 85
Shares; and
-- The basis upon which to tender your Shares (for example, at what Tender Discount(s) or as a Final Price Tender,
with the option to make your Tender conditional on a Minimum Price);
• For some shareholders, depending on their tax status, the after-tax return from participating in the Buy-Back may be
greater than the sale of their Shares on-market;
• Shareholders with Small Holdings are able to sell all of their Shares into the Buy-Back so as not to be left with a small
parcel of Shares; and
• Shareholders should not have to pay any brokerage to sell their Shares into the Buy-Back.
The disadvantages for individual shareholders of participating in the Buy-Back may include:
• You may be able to sell your Shares for a higher price on the stock market, and may receive a higher after-tax return,
depending on your tax position: refer to Section 2.5 for a comparison of illustrative examples of the total after-tax
proceeds if you tender your Shares under the Buy-Back or sell them on the stock market;
• Successful Tenders may be subject to a scale back and hence might not be accepted in full.
Shares acquired on the ASX on or after the Buy-Back Ex-Entitlement Date (Tuesday, 31 August 2010) will not be registered
in your name by the Buy-Back Record Date (Monday, 6 September 2010) and therefore will not carry an entitlement to
participate in the Buy-Back.
Restricted Employee Shares and shares issued under the DRP with respect to the 2010 final dividend may not be tendered
into the Buy-Back.
Excluded Foreign Shareholders are not eligible to participate in the Buy-Back (other than in the limited circumstances as
described in Section 4.3).
If you do nothing, the number of Shares you hold will not change as a result of the Buy-Back, although your proportional
shareholding in Woolworths will increase slightly.
If the total number of Shares tendered at or below the Buy-Back Price and as Final Price Tenders exceeds the number of
Shares Woolworths determines to buy back, Woolworths will scale back the allocations to the successful participants.
Under the Corporations Act, Woolworths has discretion to buy back any number of Shares up to a maximum of 10 per cent
of the smallest number of Shares it has had on issue over the 12 months preceding the Buy-Back.
At the end of the Tender Period, Woolworths and its advisers will consider the Tenders and determine the Buy-Back Price.
All successful Tenders will receive the Buy-Back Price for each Share bought back, even if they tendered Shares at a Tender
Discount greater than the Buy-Back Discount. Any Shares tendered at a Tender Discount lower than the Buy-Back Discount
will not be accepted. If the number of Shares tendered at or above the Buy-Back Discount (including Final Price Tenders)
exceeds the number of Shares Woolworths determines to buy back, a scale back will operate on the basis set out in Section
1.11 (see examples therein for more details on the Tenders that will be successful).
For each Share purchased from you under the Buy-Back, you will receive a cash payment determined in accordance with
the following formula:
A = B x (1 - C); where:
A = Buy-Back Price
B = Market Price
C = Buy-Back Discount (expressed as a decimal to 2 places)
For example, if the relevant Market Price is $27.00 and the Buy-Back Discount is 14 per cent, then the Buy-Back Price would
be $23.22 (i.e. $27.00 x (1-0.14)).
Woolworths does not intend to set the Buy-Back Price at a level above the Tax Value. The Tax Value is the price used by
the ATO to determine the market value of the relevant Shares when the Buy-Back occurs for Australian tax purposes. See
Section 2.2 for a detailed explanation of the method for determining the Tax Value.
• If your Tender Discount is equal to or greater than the Buy-Back Discount or if you lodged a Final Price Tender,
your Tender will be successful and your Shares will be bought back, subject to any scale back and, if applicable, any
Minimum Price condition;
• If your Tender Discount is less than the Buy-Back Discount, your Tender will be rejected and your Shares will not be
bought back; and
• If you have chosen a Minimum Price and the Buy-Back Price is below that price, your Tender will be rejected and your
Shares will not be bought back.
As Restricted Employee Shares do not confer an entitlement to Tender, those shares will be disregarded in determining
whether a shareholder has tendered 100 per cent of their Shares and whether a Small Holding would otherwise arise as a
result of a Tender being successful.
The details of any scale back will be announced after the close of the Buy-Back. Woolworths expects to make this
announcement on the Buy-Back Date (Monday, 11 October 2010). Note that when the scale back is calculated all Shares
bought back will be rounded down to the nearest Share.
A Priority Parcel is equal to a parcel of 210 Shares or such lesser number of Shares as determined by Woolworths to ensure
that applying this minimum to every successful Tender does not cause the value of Shares bought back to exceed the
amount of capital Woolworths wishes to buy back.
Where the aggregate number of Shares tendered at Tender Discounts greater than or equal to the Buy-Back Discount is less
than or equal to 210 Shares (i.e. the Priority Parcel), such Shares will be purchased without any scale back.
If the Buy-Back Discount is set between 8 per cent and 13 per cent inclusive:
(1)
I f a Minimum Price has been specified in addition to the Tender Discount, and the Buy-Back Price is below the Minimum Price, then the Tender will be rejected
in full and none of the Shares tendered will be bought back.
(2)
Fractions of Shares will be rounded down to the nearest Share.
Example 1: 14 per cent Buy-Back Discount and a 50 per cent scale back (illustrative example only)
In Example 1, it is assumed that the Market Price is $27.00 and the Buy-Back Discount is 14 per cent, resulting in a
Buy-Back Price of $23.22. It is also assumed in this example that the Priority Parcel is 210 Shares, the Small Holding Tender
is 85 Shares, there is a 50 per cent scale back and shareholders have not specified a Minimum Price condition. Please note
that this is an example only. You should not rely on $27.00 being the Market Price, $23.22 being the Buy-Back Price, a
Priority Parcel being 210 Shares, a Small Holding Tender being 85 Shares or 50 per cent being the level of scale back.
• Shareholder A tendered 1,200 Shares as a Final Price Tender and 1,200 Shares at a 13 per cent Tender Discount. The
Final Price Tender would be successful but only 705 of the 1,200 Shares tendered would be bought back as a result of
the Priority Parcel and the 50 per cent scale back. The Tender submitted at a 13 per cent Tender Discount would not be
successful. Following the Buy-Back, Shareholder A would be left with 1,695 Shares.
• Shareholder B tendered 200 Shares at a 14 per cent Tender Discount. Shareholder B would have the entire Tender
accepted in full as a result of the Priority Parcel.
• Shareholder C tendered 250 Shares at a 14 per cent Tender Discount. Shareholder C would have the entire Tender
accepted in full as 230 Shares would be bought back under the Priority Parcel and the 50 per cent scale back and the
residual Small Holding of 20 Shares would be bought back under the Small Holding Tender.
• Shareholder D tendered 200 Shares at a 14 per cent Tender Discount and 50 Shares at a 13 per cent Tender Discount.
Shareholder D would only have the 200 Shares tendered at the Buy-Back Discount bought back. Even though
Shareholder D is left with a Small Holding of 50 Shares after the 200 Shares are bought back, the residual Small
Holding would not be bought back because Shareholder D submitted the Tender at a Tender Discount less than the
Buy-Back Discount.
• Shareholder E tendered 600 Shares at a 13 per cent Tender Discount which is less than the Buy-Back Discount.
Shareholder E would have the entire Tender rejected.
E - - - - - -
(1)
nder the Priority Parcel, the first 210 Shares are bought back from each shareholder who tenders Shares at the Buy-Back Discount (including Shares tendered
U
as a Final Price Tender under this example), before the scale back applies.
(2)
scale back of 50 per cent means 50 per cent of the Shares subject to scale back would be bought back (not including Priority Parcels and Small
A
Holding Tenders).
(3)
When the scale back is calculated, fractions of Shares will be rounded down to the nearest Share.
(4)
Shares remaining refer only to Shares remaining from those Shares which were tendered at a 14 per cent Tender Discount or as Final Price Tenders.
(5)
hareholder C tendered all of their Shares at the Buy-Back Discount. As a result of the Priority Parcel and scale back, Shareholder C would be left with a
S
Small Holding Tender (i.e. 85 Shares or less).
Example 2: 13 per cent Buy-Back Discount and 30 per cent scale back (illustrative example only)
In Example 2, it is assumed that the Market Price is $27.00 and the Buy-Back Discount is 13 per cent, resulting in a Buy-Back
Price of $23.49. It is also assumed in this example that the Priority Parcel is 210 Shares, there is a 30 per cent scale back, the
Small Holding Tender is 85 Shares and shareholders have not specified a Minimum Price condition. Please be aware that
this is an example only. You should not rely on $27.00 being the Market Price, $23.49 being the Buy-Back Price, a Priority
Parcel of 210 Shares, a Small Holding Tender of 85 Shares or 30 per cent being the level of scale back.
On the basis of these assumptions, the outcome of each Tender would be as follows:
• Shareholder A tendered 1,200 Shares as a Final Price Tender and 1,200 Shares at a 13 per cent Tender Discount. The
Final Price Tender would be accepted in full. The 1,200 Shares tendered at a 13 per cent Tender Discount would be
successful but only 903 of the 1,200 Shares tendered would be bought back as a result of the Priority Parcel first being
bought back (210 Shares) and the 30 per cent scale back applying to the balance of 990 Shares, meaning that only 693 of
these Shares are bought back. Following the Buy-Back, Shareholder A would therefore be left with 297 Shares.
• Shareholder C tendered 250 Shares at a 14 per cent Tender Discount which is greater than the Buy-Back Discount.
Hence, Shareholder C would have the entire Tender accepted in full.
• Shareholder D tendered 200 Shares at a 14 per cent Tender Discount and 50 Shares at a 13 per cent Tender Discount.
Shareholder D would have the 200 Shares tendered at a 14 per cent Tender Discount, which is greater than the
Buy-Back Discount, bought back in full. The 50 Shares tendered at a 13 per cent Tender Discount would be bought back
in full under the Priority Parcel.
• Shareholder E tendered 600 Shares at a 13 per cent Tender Discount which is equal to the Buy-Back Discount.
Shareholder E would only have 483 of the 600 Shares tendered bought back as a result of the Priority Parcel first being
bought back (210 Shares) and the 30 per cent scale back applying to the balance of 390 Shares, meaning that only 273 of
these Shares are bought back. Following the Buy-Back, Shareholder E would therefore be left with 117 Shares.
D 50 0 - 50 0 No 50
(1)
hares tendered as Final Price Tenders or at Tender Discounts greater than the Buy-Back Discount (i.e. 13 per cent) are not shown here as they are not subject
S
to scale back if the Buy-Back Discount is not the largest Tender Discount of 14 per cent.
(2)
Under the Priority Parcel, the first 210 Shares are bought back from each shareholder who tenders Shares at the Buy-Back Price, before the scale back applies.
(3)
scale back of 30 per cent means 70 per cent of the Shares subject to scale back would be bought back (not including Priority Parcels and Small
A
Holding Tenders).
(4)
When the scale back is calculated, fractions of Shares will be rounded down to the nearest Share.
(5)
Shares remaining refer only to Shares remaining from those Shares which were tendered at a 13 per cent Tender Discount.
(6)
hareholder E tendered all of their Shares at the Buy-Back Discount. As a result of the Priority Parcel and scale back, Shareholder E would be left with more
S
than 85 Shares and so the Tender is not a Small Holding Tender.
Under the Buy-Back, Shares will not be bought back until the Buy-Back Date (Monday, 11 October 2010) which is after the
final dividend record date. As a result, you will still receive the final dividend on any Shares that are bought back from
you under the Buy-Back, as long as you are the registered holder of those Shares on the final dividend record date (Friday,
17 September 2010).
If you intend to offer to sell all of your Shares into the Buy-Back and you currently participate in the DRP for any of the
Shares, you should reconsider your DRP participation. Shares issued under the DRP in respect of the final dividend will not
carry an entitlement to participate in the Buy-Back as they will not be issued until after the Closing Date. If you would like
to change your DRP nomination please call 1300 368 664 from within Australia or +61 3 9415 4055 from outside Australia,
or see Woolworths’ website, www.woolworthslimited.com.au.
The market price of Woolworths Shares on the ASX may be, or may move, higher than the Buy-Back Price during the
Tender Period. It may also vary significantly in the future. By making the Invitation and in setting the Tender Discount
Range, Woolworths is not making any recommendation or giving any advice on the value of its Shares, or whether (or how)
you should sell your Shares.
Before you decide what to do with your Shares, we strongly recommend you seek your own professional advice (including
taxation advice).
The highest and lowest market sale prices of Woolworths Shares during each of the six months up to 31 August 2010 were
as follows:
Note:
(1)
Based on the closing prices for Woolworths Shares.
(2)
As per the definition of VWAP in Section 5 ‘Definitions and Interpretation’.
Source: IRESS
$36.00
$34.00
Daily clos in g s h are price
$32.00
$30.00
$28.00
$26.00
$24.00
$22.00
$20.00
J an 08 May 08 A ug 08 Dec 08 May 09 A ug 09 Dec 09 May 10 A ug 10
Source: IRESS
The personalised Tender Form accompanying this booklet sets out the maximum number of Shares you can tender into the
Buy-Back.
If you hold more than 85 Shares, you may tender any number of Shares in different parcels at one or more Tender Discounts
or as a Final Price Tender. The total number of Shares you tender must not be greater than the number in Box A of your
Tender Form. If you hold 85 Shares or less, and you wish to tender Shares into the Buy-Back, you must tender all your
Shares at the same Tender Discount or as a Final Price Tender.
You should not sell to others the Shares you have offered to sell to Woolworths.
You may tender your Shares at any of the specified discounts between 8 per cent to 14 per cent inclusive (at 1 per cent
intervals) to the Market Price as set out on the Tender Form and/or as a Final Price Tender.
If you hold more than 85 Shares, you may tender different parcels of your Shares at different Tender Discounts and/or
as a Final Price Tender. However, you may not tender the same Shares at different Tender Discounts (or at both a specified
Tender Discount and as a Final Price Tender). Each parcel of Shares tendered at a different Tender Discount or as a Final
Price Tender is a separate Tender.
If you hold 85 Shares or less, you may only submit one Tender in respect of all of your Shares and such a Tender must be
at one of the specified Tender Discounts or as a Final Price Tender.
You should note that if you submit a Tender, there is no obligation on Woolworths to accept your Tender and therefore there
is no guarantee that your Shares will be bought back by Woolworths. Whether a Tender is successful will depend upon
the Tender Discount to the Market Price at which you offer to sell your Shares relative to the Buy-Back Discount and any
applicable scale back (see Section 1.11 for more details of the scale back process).
By submitting a Final Price Tender, however, you will ensure that at least some of your Shares will be bought back, unless
the Buy-Back does not proceed for some reason.
A Final Price Tender means the shareholder is willing to sell Shares at whatever Buy-Back Price is determined under the
Buy-Back tender process. The Buy-Back Price could be as low as a 14 per cent discount to the Market Price.
Final Price Tenders will only be scaled back if the Buy-Back Price is set at a 14 per cent discount to the Market Price and the
total number of Shares tendered at that discount and as Final Price Tenders is more than Woolworths determines to buy
back (see Section 1.11 for more details on the scale back process).
If you are concerned that movements in the Woolworths Share price after you lodge your Tender may result in your Tender
corresponding to a lower Buy-Back Price than you are willing to sell your Shares for, then you may wish to make your
Tender conditional on the Buy-Back Price being no less than a specified Minimum Price. If the Buy-Back Price is below your
Minimum Price, then your Tender will be rejected and your Shares will not be bought back. Please remember that if you
fail to nominate a Tender Discount or a Final Price Tender, and only make your Tender conditional on a specified Minimum
Price, your Tender will be invalid and will not be accepted by Woolworths.
Tenders must be received no later than 7.00pm (Sydney time) on the Closing Date.
If sending by mail
Woolworths Limited Buy-Back
c/o Computershare Investor Services Pty Limited
GPO Box 2115
Melbourne VIC 8060
You can use the enclosed reply-paid envelope if you are posting in Australia. You should allow sufficient time for your
yellow Tender Form to be received by the Registry.
You should not send your blue Tender Form to the Registry.
Any amendment or withdrawal will NOT be effective unless it is received by 7.00pm (Sydney time) on the Closing Date.
The effect of your controlling participant withdrawing or amending your Tender will be to withdraw your previous Tender
in favour of your replacement Tender (if any). You will need to give your controlling participant instructions in relation to
your replacement Tender (if any) as if you had not previously submitted a Tender.
The effect of withdrawing or amending one or more of your Tenders will be to withdraw those Tenders, and in the case of
an amendment to replace the amended Tenders with new Tenders.
If you are a CHESS Holder, you will receive written confirmation from CHESS of the withdrawals/amendments made
in relation to your holding. Irrespective of its wording, this confirmation is not an acceptance by Woolworths of your
withdrawal or amendment of any Tender.
Amendment of Tenders
If you wish to change the terms of your Tender, you must tick the “Amendment Box” on the Withdrawal/Amendment
Form at the back of this booklet, complete your shareholder details complete the details of your revised Tender on that
form in accordance with the instructions shown on it and send it to the Registry or to your controlling participant as
specified above.
The effect of submitting a Withdrawal/Amendment Form will be to withdraw your previous Tender in favour of your
replacement Tender (if any). On the Withdrawal/Amendment Form you will need to complete the details of your revised
Tender as if you had not previously submitted a Tender and ensure the form is received by the Registry or processed by
your controlling participant no later than 7.00pm (Sydney time) on the Closing Date.
If you have an existing direct credit authority for the payment of dividends, by submitting your Tender Form you authorise
Woolworths to pay your Buy-Back proceeds (if any) into your nominated account.
If you do not currently have a direct credit authority in place for the receipt of dividends, or if you wish to receive your
Buy-Back proceeds by direct credit to a new or different bank account, you must complete and submit a new direct
credit authority form which you can obtain by calling the Buy-Back Information Line on 1300 368 664 within Australia or
+61 3 9415 4055 from outside Australia – the Registry must receive your direct credit authority form before 7.00pm (Sydney
time) on the Closing Date.
Please note that if you choose to complete a new direct credit authority form, your nominated bank account details in that
form will be used for the payment of the Buy-Back proceeds and will be taken to be your nominated bank account for
future payments (including dividends) by Woolworths to you.
Cheques and direct credit advices will be mailed to your address as shown on the Woolworths Share Register at 7.00pm
(Sydney time) on the Closing Date at your own risk. It is your responsibility to inform the Registry of any changes to your
contact details. Payments to bank accounts and dispatch of cheques are expected to be completed by Monday, 18 October
2010. Payments to the accounts and the dispatch of cheques to the addresses on the Woolworths Share Register will satisfy
Woolworths’ obligation to pay you for any Shares bought back.
The 85th Annual General Meeting of Woolworths will be held on Thursday, 18 November 2010 which is after completion
of the Buy-Back.
If you sell Shares after you submit a Tender Form, you must ensure that you hold at least the number of Shares you have
tendered at the close of the Tender Period.
If you have submitted a Tender, the number of Shares you have tendered will be removed from your holding and placed
in a “subposition” in the Woolworths Share Register. You will not be able to deal with those Shares until they have been
released from the subposition. For the Shares to be released from that subposition you must withdraw or amend your
Tender in accordance with the procedures set out in Section 1.16 of this booklet. Accordingly, if you wish to sell any of the
Shares in respect of which you have submitted a Tender, you must withdraw or amend your Tender in accordance with
this booklet.
Withdrawals or amendments made in accordance with these procedures may not take immediate effect. You should take
this into consideration if you wish to sell any of your Shares in respect of which you have submitted a Tender. If you sell
any Shares after you submit a Tender such that at the Buy-Back Date you do not hold at least the number of Shares you
successfully tendered, Woolworths may, in its absolute discretion, reject your Tender in its entirety or treat the Tender as if
you had tendered the number of Shares held by you at the Closing Date (see Section 4.14 for further detail).
Woolworths has applied for a Class Ruling from the ATO. The following comments are based on a draft Class Ruling that
Woolworths has received from the ATO in relation to the Buy-Back. When the final Class Ruling is issued by the ATO, it is
possible that it will contain a different opinion to the one set out below.
This summary does not apply to shareholders who hold Shares on revenue account, who are professional share traders,
banks, or insurance companies or who have made an election under the taxation of financial arrangements (“TOFA”)
regime that affects the recognition of gains and losses in respect of their Shares.
This summary is not intended to be legal or tax advice and you should not rely upon it as such. You should obtain your
own tax advice on participating in the Buy-Back, specific to your own particular circumstances.
Unless otherwise specified, this discussion is based on income tax legislation and administrative practice (which may
reflect announced but not yet legislated tax reforms) as at 9.00am on the 6 September 2010. Shareholders should note that
these laws, the interpretation of them by the courts, and administrative practice may change at any time, possibly with
retrospective effect.
The Buy-Back will constitute an “off market” buy-back for the purposes of the Income Tax Assessment Act 1936. Woolworths
has obtained an indication from the ATO that the capital component of the Buy-Back Price will be $3.08 and that all of the
Buy-Back Price in excess of $3.08 will be treated as a frankable distribution.
A shareholder will make a capital gain to the extent that the Sale Consideration exceeds the cost base of the Shares disposed
of under the Buy-Back. The shareholder’s CGT cost base for the Shares will generally include the amount the shareholder
paid to acquire the Shares, any incidental costs of acquisition such as stamp duty and brokerage and any incidental costs of
disposal. A shareholder that acquired Shares prior to 1 July 1999 may increase the cost base of those Shares by an indexation
factor for the period to 30 September 1999.
A shareholder who is an individual or a complying superannuation fund and who has held their Shares for 12 months
or longer at the time of disposal under the Buy-Back may apply the discount capital gain method in calculating any
capital gain on disposal. Pursuant to this method, the shareholder will only include in their assessable income one-half
(for individuals) or two-thirds (for complying superannuation funds) of any net capital gain (calculated without any
indexation adjustment).
A shareholder who is an individual or a complying superannuation fund will make a capital loss to the extent that the Sale
Consideration is less than the reduced cost base of the Shares disposed of under the Buy-Back. The reduced cost base of the
Shares does not include any adjustment for indexation.
Where a shareholder is a company, the amount of any capital loss is reduced by the lesser of:
• The part of the dividend component of the Buy-Back Price that is franked; and
Non-resident Shareholder
No CGT implications should arise from a non-resident participating in the Buy-Back unless the non-resident shareholder
holds Shares as part of a business conducted through a permanent establishment in Australia. Specific Australian taxation
advice should be obtained in this latter case.
For the purposes of the Buy-Back, the ATO has indicated that the Tax Value will be determined in accordance with the
following formula:
If the movement in the S&P/ASX 200 Index is significantly different from the movement in Woolworths’ ordinary share
price on the ASX over the relevant period, Woolworths may approach the ATO to seek to vary the methodology used to
determine the Tax Value.
If the Buy-Back Price is greater than the Tax Value, a portion of the dividend component equal to the difference between
the Buy-Back Price and the Tax Value would be deemed to be an unfranked dividend. Woolworths does not intend to buy
back any Shares for an amount in excess of the Tax Value.
If a shareholder satisfies the holding period rules (discussed in Section 2.4 below), the shareholder will be required to
include in their assessable income the amount of the frankable distribution, grossed up by an amount equal to the company
tax attributable to the frankable distribution. The gross up amount is calculated by multiplying the amount of frankable
distribution by 30/70. The shareholder will then be entitled to a franking credit equal to the gross up amount. This franking
credit may be offset against the total tax payable by the shareholder on their taxable income. To the extent the franking
credit exceeds the total tax payable by the shareholder on their taxable income, a shareholder that is an individual or
complying superannuation fund may be entitled to a refund of that excess.
Non-resident Shareholder
As the frankable distribution arising on the Buy-Back will be fully franked, a non-resident shareholder will not be liable to
Australian withholding tax on any part of the Buy-Back Price, nor will it include the dividend component of the Buy-Back
Price in its assessable income provided it does not hold the Shares through a permanent establishment in Australia.
Woolworths expects that any Class Ruling issued by the ATO will confirm that the terms of the Buy-Back will not give rise
to a determination to deny shareholders the benefit of franking credits attaching to the frankable distribution arising under
the Buy-Back pursuant to either the franking credit anti-streaming or the franking credit general anti-avoidance provisions.
However, shareholders should also have regard to the operation of the holding period rules (“the 45-day rule” and “the
related payments rule”) in relation to their participation in the Buy-Back. Broadly:
• The 45-day rule requires a shareholder to have held their Shares at risk for a period of 45 days (excluding the days of
acquisition and disposal) in order to qualify for the benefit of franking credits attaching to frankable distributions paid
on those Shares as part of the Buy-Back Price; and
The holding period rules are complex, but generally speaking, a shareholder who acquired Shares on or after Friday,
27 August 2010 would not satisfy the holding period rule in respect of those Shares. This is due to the fact that the
determination of the Buy-Back allocations (including any scale back) will occur on Monday, 11 October 2010 will result in
the Shares ceasing to be held at risk from that date. Shareholders who acquired Shares on or after Friday, 27 August 2007
will not have held those Shares at risk for the required period prior to Monday, 11 October 2010.
The holding period rules work on a last-in-first-out basis so that a shareholder will be deemed to have disposed of their
most recently acquired Shares under the Buy-Back for the purpose of applying those rules. Thus, as a general rule, if
the most recently acquired Shares were acquired on or after Friday, 27 August 2010, the shareholder may not qualify
for the franking credits attaching to dividends paid on all of the Shares sold into the Buy-Back. Woolworths expects
the Class Ruling to confirm that Shares purchased on the ASX on or after the Buy-Back Ex-Entitlement Date (Tuesday,
31 August 2010) will be excluded from the last-in-first-out rule.
Shareholders who are individuals and whose total franking credit entitlement for the income year does not exceed
$5,000 are not subject to the 45-day rule (provided they satisfy the related payments rule). Shareholders should seek
advice in relation to the implications of the holding period rules for their participation in the Buy-Back, in light of their
specific circumstances.
Where the shareholder does not qualify for the benefit of the franking credits attached to the frankable distribution paid on
the Shares, then the franking credit is not included in the assessable income of the shareholder.
(1) T
he marginal tax rate for individuals includes the Medicare levy at a rate of 1.5 per cent. The liability of an individual to pay the Medicare levy depends on
the individual’s own circumstances.
(2) Marginal tax rates based on individual income tax rates for Australian resident individuals for the financial year ending 30 June 2011.
(3) Assumed Tax Value of $27.00 for illustrative purposes only. The actual Tax Value will be determined as outlined in Section 2.2.
(4) This assumes the shareholder is fully entitled to the franking credits.
(5) T
his assumes that the discount capital gains method is used, which adjusts the total capital gain by a discount factor (50 per cent for individuals and 33.33
per cent for complying superannuation funds). Although capital losses, as such, are not subject to discount, it is assumed that capital losses are offset against
capital gains and that the net amount is then discounted. If capital losses are offset against capital gains which cannot be discounted (e.g. on assets held for
less than 12 months), the tax impact of the capital loss will be greater (more favourable) than shown in the table.
(6) T
his assumes shareholders will be able to fully utilise capital losses to offset capital gains derived from other assets. The capital loss, arising under the
Buy-Back, may be different to any capital gain/(loss) which may arise under an equivalent sale of Shares on-market. This is because the capital proceeds
(“Sale Consideration”) under the Buy-Back is the aggregate of $3.08 (the capital component) plus $3.78 (the excess of the assumed Tax Value over the
assumed Buy-Back Price).
(7) No brokerage fees have been assumed when selling on the ASX.
Woolworths Limited | Off-Market Buy-Back Booklet page 25
3
Effect of the
Buy-Back
on Woolworths
• 4.8 per cent increase in sales, excluding petrol, to $51,694 million (up 4.2 per cent including petrol);
• 9.4 per cent increase in earnings before interest, tax, depreciation and amortisation;
• 9.5 per cent increase in earnings before interest and tax to $3,082.1 million;
• 10.6 per cent increase in fully franked dividend to 115 cents per share; and
These results were underpinned by a significant investment in reducing shelf prices in Australia which helped to drive
increased market share, customer numbers, items sold and basket size.
There are still significant opportunities for Woolworths to improve its core business over the medium term through:
• Further enhancement to its supply chain including next generation replenishment, continued improvement in
distribution centre systems and processes and significant improvements to its merchandising system;
• Cost reductions in a new initiative called ‘Quantum’ aimed at reducing costs and better leveraging synergies from all
areas of the business over the next five years;
• Ongoing space roll out through new stores and refurbishments utilising the strength of the balance sheet;
• Continuing gross margin benefits from increased direct sourcing, reduced shrinkage and other initiatives;
• Continuing attention to improving the basics including presentation, store standards, service and convenience;
• Continuing price reductions across all Woolworths brands funded by operational and buying improvements.
Since the start of the 2010 financial year, Woolworths has returned approximately $1.6 billion to shareholders through
$1.3 billion in dividends and $325 million in the on-market buy-back announced in February 2010.
Dividends per share increased 10.6 per cent to 115 cents from 104 cents in FY09. The Board believes that after the Buy-Back,
Woolworths has the capacity to continue to invest capital in existing businesses and pursue growth opportunities with a
focus of enhancing long term shareholder value.
The prospects for the 2011 financial year appear more positive overall. However, the first half will see some impact from
the continued cycling of the Government stimulus packages, economic uncertainty particularly in developed markets and
a cautious domestic consumer.
Woolworths expects net profit after tax for FY11 will grow between 8 per cent and 11 per cent. This guidance is subject to
the following:
• Inflation;
Electronic copies of Woolworths’ preliminary final report and analyst presentation for the full year ended 27 June 2010 can
be found on the Woolworths website at www.woolworthslimited.com.au.
The Buy-Back is not expected to hinder Woolworths’ ability to discharge its indebtedness or to conduct and grow
its business.
Woolworths expects to continue to be in a position to fully frank its dividends for the foreseeable future.
Equity
Issued capital(3) 3,784.4 (92.9) 3,691.5
Shares held in trust (41.2) (41.2)
Reserves (28.0) (28.0)
Retained Earnings (3)
3,855.2 (607.1) 3,248.1
Equity attributable to members of Woolworths 7,570.4 (700.0) 6,870.4
Non-controlling interest 247.3 247.3
Total equity 7,817.7 (700.0) 7,117.7
(1) P
ro-forma calculations assume the Buy-Back Price is $23.22 (assuming a 14 per cent Buy-Back Discount to an assumed Market Price of $27.00), the number
of shares bought back is 30.1 million and $700 million worth of Shares are bought back. You should not rely on this price as being the Buy-Back Price. See
Section 1.9 for an explanation on how the Buy-Back Price will be determined.
(2) Pro-forma calculations assume, for illustrative purposes, that the Buy-Back is funded from Woolworths’ existing debt facilities.
(3) A
ssuming a Buy-Back Price of $23.22, $3.08 per Share of the Buy-Back Price will be debited to issued capital and the assumed balance of $20.14 per Share
will be debited to retained earnings.
Woolworths’ actual results, performance or achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements. Factors that could cause or contribute to such differences include the number
of Shares bought back pursuant to the Invitation, the Buy-Back Price and general trading and economic conditions
affecting Woolworths.
Further information about Woolworths, its business and factors affecting its operations is contained in Woolworths’ full
year results for 2010 and other reports, which can be accessed on its website at www.woolworthslimited.com.au.
Any person receiving any of the Buy-Back Documents must not, directly or indirectly, distribute or send them into any
jurisdiction, or otherwise make them available to any person in any jurisdictions where to do so would breach the laws of
that jurisdiction.
None of the Shares, this document or the contents have been authorised by the Hong Kong Securities and Futures
Commission and no invitation, advertisement or other document, whether in Hong Kong or elsewhere, has been or will be
issued, which is directed at, or the contents of which are likely to be accessed or read by the public in Hong Kong within
the meaning of the SFO.
This document will be given to designated recipients only and may not be provided, assigned or transferred, to any other
person. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised
to exercise caution in relation to the Buy-Back. If you are in any doubt about any of the contents of this document, you
should obtain independent professional advice.
For Issuer Sponsored Holdings, the trustee or nominee must ensure that an aggregated Tender Form is received by the
Registry by 7.00pm (Sydney time) on the Closing Date. For CHESS Holdings, the trustee or nominee will need to aggregate
all Tenders received from beneficial owners and provide instructions to its controlling participant in time for the aggregated
Tender to be processed by 7.00pm (Sydney time) on the Closing Date.
Any scale back that applies to Shares tendered by trustees and nominees will be performed on a registered
shareholder basis.
Note that by submitting a Tender you warrant to Woolworths that when you tender your Shares for sale in the Buy-Back,
and on the Buy-Back Date, the Shares are free from any mortgage, charge, lien or other encumbrance (whether legal or
equitable) and from any third party rights.
If Woolworths accepts your Tender, a binding Buy-Back Contract is formed between you and Woolworths, and you must
sell the tendered Shares to Woolworths on the terms and conditions set out in the Buy-Back Documents, including the
terms and conditions set out below.
By submitting a Tender Form (whether by returning a Tender Form to the Registry if you have an Issuer Sponsored Holding,
or, if you have a CHESS holding, by instructing your controlling participant), you:
• Agree to the terms and conditions set out in the Buy-Back Documents;
• Offer to sell to Woolworths on the Buy-Back Date the number of Shares nominated for sale on your Tender Form
(adjusted in accordance with the terms and conditions set out in the Buy-Back Documents) at your Tender Discount(s)
and/or as a Final Price Tender (subject to any Minimum Price you may have chosen);
• Agree that Woolworths posting an announcement on its website at www.woolworthslimited.com.au on the Buy-Back
Date in relation to the Buy-Back Price and other details is:
-- Effective notice or communication of Woolworths’ acceptance of your Tenders that are submitted either
and which are submitted in accordance with the Buy-Back Documents at a price which is not less than your
Minimum Price (if you have chosen one) and which are not rejected by Woolworths; and
-- Effective notice of Woolworths’ rejection of any of your Tenders submitted at a Tender Discount less than the
Buy-Back Discount or where your Minimum Price (if you have chosen one) is greater than the Buy-Back Price;
• Agree that a Buy-Back Contract is formed for the purchase of the relevant Shares upon the Board accepting your Tender
in accordance with the terms and conditions of this Buy-Back and posting an announcement on its website, and that
the purchase of the relevant Shares is taken to occur at that time;
• Waive any requirement to receive further notice or communication from Woolworths of its acceptance or rejection of
any Tender submitted by you;
• Warrant to Woolworths that at all times after you tender your Shares for sale into the Buy-Back, and on the Buy-Back
Date, you are the registered holder of the Shares that you have tendered and that they are fully paid up, free from
any mortgage, charge, lien or other encumbrance (whether legal or equitable) and from any third-party rights and
otherwise able to be sold freely by you;
• Warrant that you are a person to whom the Invitation may lawfully be made, can receive the proceeds of the sale of
your Shares and whose participation in the Buy-Back is permitted under the laws of the jurisdiction in which you are
resident, and that you are not an Excluded Foreign Shareholder;
• Authorise Woolworths (and its officers, agents, contractors or advisers) to correct any error in or omission from your
Tender Form and/or Withdrawal/Amendment Form, and to insert any missing details;
• Acknowledge that neither Woolworths nor any other party involved in the Buy-Back has provided you with financial
product advice, or any securities recommendation, or has any obligation to provide this advice or recommendation,
concerning your decision to participate in the Buy-Back;
-- By cheque mailed to your address shown on the Woolworths Share Register at 7.00pm (Sydney time) on the Closing
Date, if you do not have a valid direct credit authority in place before that date; or
Have an existing direct credit authority for the payment of dividends - by submitting your Tender Form, you
authorise Woolworths to pay your Buy-Back proceeds to that nominated account; or
Submit to the Registry by 7.00pm (Sydney time) on the Closing Date a completed direct credit authority form
notifying Woolworths of your new account details. You can obtain a direct credit authority form by calling
the Buy-Back Information Line on 1300 368 664 within Australia or +61 3 9415 4055 from outside Australia. If
you complete and submit a direct credit authority form, you acknowledge that your nominated bank account
details in that form will be taken to be your nominated bank account for future payments (including dividends)
by Woolworths to you,
and, in each case, you will be taken to have accepted the risk associated with the payment;
• Agree that damages is not an adequate remedy for breach of these covenants, undertakings, agreements, representations
and warranties;
• Undertake that if you breach any of these covenants, undertakings, agreements, representations or warranties you will
indemnify Woolworths for all its costs or losses arising from the breach; and
• Agree that any obligation of Woolworths to buy back Shares tendered to you is conditional on your compliance with
the covenants, undertakings, agreements, representations and warranties listed above.
You will be taken to have submitted a Tender when the Registry receives your validly signed and completed Tender Form
if you have an Issuer Sponsored Holding or, if you have a CHESS Holding, your Tender is processed by your controlling
participant through CHESS.
• Accept or reject a Tender not made on the terms and conditions set out in the Buy-Back Documents, or a Tender Form
not submitted in accordance with the procedures set out in the Buy-Back Documents.
Woolworths may do each of these things in relation to all or some of the Tenders or the Tender Forms it receives, in its
absolute discretion.
Woolworths may also decide not to proceed with the Buy-Back. Without limitation, Woolworths reserves the right to
terminate the Buy-Back at any time prior to the date on which Woolworths enters into Buy-Back Contracts by making an
announcement to the ASX to that effect.
If you are an eligible shareholder, you are entitled to sell into the Buy-Back the lesser of:
• The number of Shares registered in your name on the Buy-Back Record Date (Monday, 6 September 2010) (and which,
in accordance with the applicable Settlement Rules, confer an entitlement to participate in the Buy-Back); and
• The number of Shares you hold on the Closing Date, (your “Entitled Shares”).
If you submit one Tender of more than your Entitled Shares and Woolworths accepts your Tender, Woolworths will buy
back only the number of your Entitled Shares.
If you submit more than one Tender and, in aggregate, you have tendered more than your Entitled Shares, Woolworths will
buy back only the number of your Entitled Shares in the following order of priority:
• First acquiring that number of Entitled Shares as forms part of your Tender with the largest Tender Discount, which is
equal to or greater than the Buy-Back Discount or submitted as a Final Price Tender (and, if you have chosen one, where
your Minimum Price is satisfied); and
• Then acquiring the remaining number of your Entitled Shares from your Tender with the second highest Tender
Discount, which is equal to or greater than the Buy-Back Discount (and, if you have chosen one, where your Minimum
Price condition is satisfied) and will repeat this process until all of your Entitled Shares successfully tendered are
bought back.
If you select more than one Minimum Price, your Tender will be deemed conditional on the highest Minimum Price you
have specified.
4.18 Brokerage
You should not have to pay brokerage if you sell your Shares in the Buy-Back.
• To conduct the Buy-Back in substantially the same manner as an equal access buy-back, in accordance with Division 2
of Part 2J.1 of the Corporations Act;
• To invite all shareholders to offer for sale Shares in accordance with the terms and conditions of the Invitation; and
• To invite shareholders with 85 Shares or less to offer to sell Shares only if they submit one Tender for all their Shares at
the same Tender Discount or as a Final Price Tender,
provided certain conditions are met, including that the Buy-Back Price is calculated by applying the Buy-Back Discount
selected by Woolworths following the end of the Tender Period to the Market Price and that eligible shareholders are
permitted to lodge a Tender conditional on a Minimum Price.
ASX Relief
The ASX has granted Woolworths the following:
• A waiver from Listing Rule 7.40 to permit Woolworths to dispatch the Buy-Back Documents to shareholders no later
than eight business days following the Buy-Back Record Date; and
• A waiver from Listing Rule 3.8A to permit Woolworths to lodge an Appendix 3F at least half an hour before the
commencement of trading on the second business day after the Closing Date,
4.22 Privacy
Woolworths is carrying out the Buy-Back in accordance with the Corporations Act. This involves the personal information
contained in Tender Forms being collected to enable Woolworths to determine the quantum of Shares, if any, and the price
at which it will buy back Shares under the Buy-Back. If you do not provide this information, Woolworths and its agents
may be hindered in, or prevented from, processing your Tender.
The personal information collected by Woolworths will only be disclosed to Computershare Investor Services Pty Limited
in its capacity as share registrar of Woolworths and a print and mail service provider, to Woolworths’ advisers in relation
to the Buy-Back and to financial institutions in respect of payments to you in connection with the Buy-Back or as required
or authorised by law.
You may access the individual information collected by Woolworths in relation to your shareholding by writing to:
ASTC means ASX Settlement Pty Limited (ABN 49 008 504 532), the securities clearing house of the ASX.
Australian Clearing House means ASX Clear Pty Limited (ABN 48 001 314 503), which provides clearing and settlement
services in relation to products traded on the ASX.
Board or Woolworths Board means the board of Directors of Woolworths or any duly constituted committee of the board.
Buy-Back means the buy-back of Shares by way of a tender process as set out in the Buy-Back Documents.
Buy-Back Contract means the contract formed on the Buy-Back Date between you and Woolworths at the time that
Woolworths accepts your Tender (if and to the extent that Woolworths accepts your Tender).
Buy-Back Date means the date and time the Woolworths Board determines the Buy-Back Price, the total number of Shares
to be bought back and the details of any scale back and accepts your Tender in accordance with the terms and conditions
of this Buy-Back.
Buy-Back Discount means the discount to be selected by Woolworths, being the largest Tender Discount within the range of
8 per cent to 14 per cent inclusive (at 1 per cent intervals), which will enable Woolworths to buy back the amount of capital
that it determines to buy back.
Buy-Back Documents means this booklet, the Tender Form and the Withdrawal/Amendment Form.
Buy-Back Ex-Entitlement Date means the date that Shares commence trading on the ASX on an ex-Buy-Back basis.
Buy-Back Price means the price at which Woolworths will buy back Shares from Tenders it accepts in the Buy-Back,
rounded to the nearest cent. This price is determined by applying the Buy-Back Discount selected by Woolworths to the
Market Price.
Buy-Back Record Date means Monday, 6 September 2010 being the date of determination of shareholders entitled to
participate in, and the number of Woolworths ordinary shares entitled to be tendered into, the Buy-Back.
Class Ruling means the ruling to be issued by the ATO on the tax implications of the Buy-Back for shareholders of
Woolworths who participate in the Buy-Back.
Closing Date means the scheduled date of Friday, 8 October 2010 unless Woolworths announces a later date.
Corporations Act means the Corporations Act 2001 (Cth), as modified by the relief described in Section 4.21.
(a) to whom Woolworths would be prohibited from paying money pursuant to relevant laws prohibiting Woolworths
from making payments to certain foreign persons;
(b) to whom the Invitation may not be lawfully made under the laws of the jurisdiction in which they are resident;
(c) whose participation in the Buy-Back is not permitted under the laws of the jurisdiction in which they are resident; or
(d) who is not resident in Australia, New Zealand, the United Kingdom, the United States, Hong Kong (professional
investors only), Singapore or Japan, or who is not holding on behalf of a person resident in these jurisdictions.
Final Price Tender means a Tender in which the shareholder elects to receive the Buy-Back Price, whatever Woolworths
determines it to be.
Invitation means the invitation by Woolworths to eligible shareholders to offer to sell Shares to Woolworths as set out in the
Buy-Back Documents.
Issuer Sponsored Holding means a holding of Shares on the issuer sponsored subregister of Woolworths.
Market Price means the VWAP of Woolworths ordinary shares on the ASX over the five trading days up to and including
the Closing Date, calculated to four decimal places, as determined by Woolworths at 4.30pm (Sydney time) on the
Closing Date.
Minimum Price means one of the three specified minimum prices on the Tender Form, which a shareholder may select in
order for their Tender to be conditional upon the Buy-Back Price being not less than that amount.
Opening Date means the scheduled date of Monday, 20 September 2010 unless Woolworths announces a later date.
Priority Parcel means 210 Shares or such lesser number of Shares as is required to ensure that Woolworths is able to buy
back only the number of Shares it determines to buy back.
Registry means Computershare Investor Services Pty Limited, in their capacity as agent of Woolworths’ Share Register.
Restricted Employee Shares means fully paid ordinary shares of Woolworths held pursuant to an employee incentive
scheme where, as at the Buy-Back Record Date, the holder would not be entitled to sell those shares into the Buy-Back or
where the shares are subject to forfeiture or restrictions on disposal under the terms of the scheme.
Sale Consideration has the meaning given to that term in Section 2.2.
Settlement Rules means the settlement rules of the ASTC as amended from time to time.
Shares means fully paid ordinary shares in the capital of Woolworths on issue as at the Buy-Back Record Date excluding
Restricted Employee Shares.
Small Holding means a holding of fewer than or equal to 85 Shares, except that it will not be a Small Holding where the holder
has become the registered holder of more shares in Woolworths as at the Closing Date than were held by the holder as at the
Buy-Back Record Date.
Small Holding Tender has the meaning given to that term in Section 1.11.
If the movement in the S&P/ASX 200 Index is significantly different from the movement in Woolworths’ market price on
the ASX over the relevant period, Woolworths may approach the ATO to seek to vary the methodology used to determine
the Tax Value.
Tender Discount means one of the specified discounts to the Market Price (from 8 per cent to 14 per cent inclusive, at 1 per
cent intervals) as set out on the Tender Form.
Tender Discount Range means the range of Tender Discounts at which shareholders can submit Tenders, being 8 per cent
to 14 per cent inclusive, at 1 per cent intervals.
Tender Form means the form of offer by a shareholder to sell Shares to Woolworths under the Buy-Back, which is enclosed
with this booklet, or represented by instructions from a CHESS Holder’s controlling participant (and includes a Tender
Form amended in accordance with the procedures set out in the Buy-Back Documents).
Tender Period means the period within which shareholders may lodge, withdraw or amend a Tender in accordance with
the Buy-Back Documents.
VWAP for a share over a period means the volume weighted average price of all trades on ASX’s trading platform including
the closing single price auction, but excluding all off market trades including but not limited to special crossings, crossings
prior to the commencement of the open session state, crossings during overnight trading, overseas trades, trades pursuant
to the exercise of options over shares, and any other trades that the Directors determine to exclude on the basis that the
trades are not fairly reflective of supply and demand.
Withdrawal/Amendment Form means the form entitled ‘Withdrawal/Amendment Form’, a copy of which is included
at the back of this booklet, and which may be accessed via Woolworths website (www.woolworthslimited.com.au) that is
required to withdraw or amend a previously submitted Tender.
Interpretation
In the Buy-Back Documents, unless the context otherwise requires:
• Other parts of speech and grammatical forms of a word or phrase defined in this document have a corresponding
meaning;
• Terms used in the Buy-Back Documents and defined in the Corporations Act have the meanings ascribed to them in
the Corporations Act;
Please insert your Securityholder Reference Number (SRN) or Holder Identification Number (HIN)
D After indicating the number of Shares you wish to tender as a Final Price Tender (Box B) and/or at a specified Tender Discount(s) (Box C), you need to add up the
number of Shares in Boxes B and C and write the total in Box D.
Note that the number of Shares in Box D must not be more than the number of Shares in Box A.
If the number of Shares in Box D is more than the number of Shares in Box A, you will be deemed to have offered only the number of Shares shown in Box A
and, if you have selected more than one Tender Discount and/or a Final Price Tender, your Tender will be adjusted in the manner set out in Section 4.16 of the
Buy-Back booklet.
E Please provide your contact details in case we need to speak to you about your Withdrawal/Amendment Form.
F You must sign this form in Box F. By signing and returning this Withdrawal/Amendment Form, you acknowledge that you have read and understood the
Buy-Back booklet and agree to, and make an offer to, sell your Shares on the terms and conditions set out in the Buy-Back Documents (including the covenants,
undertakings, agreements, representations and warranties set out in the Buy-Back booklet).
Individual holders Where a holding is in one name, the registered shareholder must sign.
Joint holders All holders must sign.
Under Power of Attorney If not already noted by the Registry, an originally certified copy of the power of attorney must be sent to the Registry. Where this
form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death
of the donor of the power.
Deceased Estate All executors should sign and, if not already noted by the Registry, send an originally certified copy of probate or letters of
administration to the Registry.
Company This form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is
also the sole company secretary, the sole director.
By signing this Withdrawal/Amendment Form you confirm that you are not an Excluded Foreign Shareholder. Shares under the DRP with respect to the 2010 final
dividend and Restricted Employee Shares may not be tendered into the Buy-Back.
G THIS BOX G IS OPTIONAL – EITHER LEAVE IT BLANK OR TICK ONE MINIMUM PRICE ONLY: You should only tick a Minimum Price if you wish to make your
Tender conditional on the Buy-Back Price being no less than one of the specified prices. You will not be paid less than this amount for your Shares, however if the
Minimum Price you select is higher than the Buy-Back Price your Shares will not be bought back. If you complete Box G, you must also complete Box B and/or
Box C. Tick no more than one Minimum Price in Box G – if you tick more than one Minimum Price, your Tender will be deemed to be conditional on the
highest Minimum Price that you have specified.
Payment for Shares bought back
Woolworths Limited expects to dispatch payments for Shares bought back no later than 18 October 2010.
Woolworths Limited will send you a cheque for your Buy-Back proceeds (if any), unless you have a valid direct credit authority in place before 7.00pm (Sydney time) on 8 October 2010.
If you have an existing direct credit authority for the payment of dividends, by submitting this Tender Form you authorise Woolworths Limited to pay your Buy-Back proceeds (if any)
into your nominated account.
If you do not currently have a direct credit authority in place for the receipt of dividends, or if you wish to receive your Buy-Back proceeds by direct credit to a new or different bank
account, you must complete and submit a new direct credit authority form which you can obtain by calling the Woolworths Limited Buy-Back Information Line – the Registry (for Issuer
Sponsored Holdings) must receive your direct credit authority form before 7.00pm (Sydney time) on 8 October 2010. Your controlling participant (for CHESS Holdings) must receive
your direct credit authority form in sufficient time for your controlling participant to process it by no later than 7.00pm (Sydney time) on 8 October 2010.
Please note that if you choose to complete a new direct credit authority form, your nominated bank account details in that form will be used for the payment of the Buy-Back proceeds
and will be taken to be your nominated bank account for future payments (including dividends) by Woolworths Limited to you.
CHESS Holdings Issuer Sponsored Holdings Hand Delivery:
You will need to instruct your controlling participant Your completed Withdrawal/Amendment Form must be received no Computershare Investor Services Pty Limited
in sufficient time for them to process this form later than 7.00pm (Sydney time) on 8 October 2010, at: Level 4, 60 Carrington Street
by no later than 7.00pm (Sydney time) on the If sending by mail: SYDNEY NSW 2000
Closing Date (8 October 2010). Woolworths Limited Buy-Back AUSTRALIA
C/o Computershare Investor Services Pty Limited
GPO Box 2115
MELBOURNE VIC 8060
This Withdrawal/Amendment Form relates to the Woolworths Limited Buy-Back Booklet dated 6 September 2010 and should be read in conjunction with that booklet.
page 44 Woolworths Limited | Off-Market Buy-Back Booklet
If you require further information on how to complete this form please contact the Woolworths Limited Buy-Back Information Line
on 1300 368 664 (within Australia) or +61 3 9415 4055 (from outside Australia).
WITHDRAWAL/AMENDMENT FORMS MUST BE RECEIVED BY 7.00PM (SYDNEY TIME) ON 8 OCTOBER 2010. 119605_W - V6
Intentionally blank
*I1234567890*
SAMPLETOWN VIC 3030
I 1234567890 IND
Please complete the following using black ink only
I/we tender the following Shares to Woolworths Limited at the specified Tender A Shares you can tender
Discount(s) and/or as a Final Price Tender, on the terms and conditions set as at 6 September 2010
out in the Buy-Back Documents:
B Insert the number of Shares (if any) you wish
as a FINAL PRICE TENDER
to tender as a Final Price Tender.
E Please provide your contact details in case we need to speak to you about your Tender:
/ /
Contact name Contact daytime telephone Date
F Please sign within the appropriate boxes below. By signing this form you confirm that you have read the terms and conditions of the Buy-Back
and you make the representations in Section 4.13 of the Buy-Back booklet and on the reverse of this form.
Individual or Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3
G THIS BOX G IS OPTIONAL - EITHER LEAVE IT BLANK OR TICK ONE MINIMUM PRICE ONLY: You should only tick a Minimum Price if you wish to
make your Tender conditional on the Buy-Back Price being no less than one of the following prices. You will not receive less than this amount for your Shares,
however your Shares will not be bought back if the Minimum Price you tick is higher than the Buy-Back Price.
TENDER FORMS MUST BE RECEIVED BY THE REGISTRY BY 7.00PM (SYDNEY TIME) ON 8 OCTOBER 2010
D After indicating the number of Shares you wish to tender as a Final Price Tender (Box B) and/or at a specified Tender Discount(s) (Box C), you need to
add up the number of Shares in Boxes B and C and write the total in Box D.
Note that the number of Shares in Box D must not be more than the number of Shares in Box A.
If the number of Shares in Box D is more than the number of Shares in Box A, you will be deemed to have offered only the number of Shares shown in
Box A and, if you have selected more than one Tender Discount and/or a Final Price Tender, your Tender will be adjusted in the manner set out in Section
4.16 of the Buy-Back booklet.
E Please provide your contact details in case we need to speak to you about your Tender Form.
F You must sign this form in Box F. By signing and returning this Tender Form, you acknowledge that you have read and understood the Buy-Back
booklet and agree to, and make an offer to, sell your Shares on the terms and conditions set out in the Buy-Back Documents (including the covenants,
undertakings, agreements, representations and warranties set out in Section 4.13 of the Buy-Back booklet).
Individual holders Where a holding is in one name, the registered shareholder must sign.
Joint holders All holders must sign.
Under Power of Attorney If not already noted by the Registry, an originally certified copy of the power of attorney must be sent to the Registry. Where
this form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power
or the death of the donor of the power.
Deceased Estate All executors should sign and, if not already noted by the Registry, send an originally certified copy of probate or letters of
administration to the Registry.
Company This form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director
who is also the sole company secretary, the sole director.
By signing this Tender Form you confirm that you are not an Excluded Foreign Shareholder. Shares under the DRP with respect to the 2010 final dividend
and Restricted Employee Shares may not be tendered into the Buy-Back.
G THIS BOX G IS OPTIONAL – EITHER LEAVE IT BLANK OR TICK ONE MINIMUM PRICE ONLY: You should only tick a Minimum Price if you wish to make your
Tender conditional on the Buy-Back Price being no less than one of the specified prices. You will not be paid less than this amount for your Shares, however if the
Minimum Price you select is higher than the Buy-Back Price your Shares will not be bought back. If you complete Box G, you must also complete Box B and/or
Box C. Tick no more than one Minimum Price in Box G – if you tick more than one Minimum Price, your Tender will be deemed to be conditional on the
highest Minimum Price that you have specified.
Payment for Shares bought back
Woolworths Limited expects to dispatch payments for Shares bought back no later than 18 October 2010. Woolworths Limited will send you a cheque for your Buy-Back proceeds (if
any), unless you have a valid direct credit authority in place before 7.00pm (Sydney time) on 8 October 2010.
If you have an existing direct credit authority for the payment of dividends, by submitting this Tender Form you authorise Woolworths Limited to pay your Buy-Back proceeds (if any)
into your nominated account.
If you do not currently have a direct credit authority in place for the receipt of dividends, or if you wish to receive your Buy-Back proceeds by direct credit to a new or different bank
account, you must complete and submit a new direct credit authority form which you can obtain by calling the Woolworths Limited Buy-Back Information Line – the Registry must
receive your direct credit authority form before 7.00pm (Sydney time) on 8 October 2010.
Please note that if you choose to complete a new direct credit authority form, your nominated bank account details in that form will be used for the payment of the Buy-Back proceeds
and will be taken to be your nominated bank account for future payments (including dividends) by Woolworths Limited to you.
Submitting your Tender Form
Send your completed and signed Tender Form or, if mailing in Australia, use the enclosed reply-paid envelope so that your Tender Form is received no later than 7.00pm
(Sydney time) on 8 October 2010.
If sending by mail Hand delivery (during business hours only):
Woolworths Limited Buy-Back Computershare Investor Services Pty Limited
C/o Computershare Investor Services Pty Limited Level 4, 60 Carrington Street
GPO Box 2115 SYDNEY NSW 2000
MELBOURNE VIC 8060 AUSTRALIA
AUSTRALIA
This Tender Form relates to the Woolworths Limited Buy-Back booklet dated 6 September 2010 and should be read in conjunction with that booklet.
If you require further information on how to complete this form please contact the Woolworths Limited Buy-Back Information Line on
1300 368 664 (within Australia) or +61 3 9415 4055 (from outside Australia).
TENDER FORMS MUST BE RECEIVED BY THE REGISTRY BY 7.00PM (SYDNEY TIME) ON 8 OCTOBER 2010.
119605_I - V5
Tender Form - CHESS Holders
THIS DOCUMENT IS IMPORTANT. IF YOU DO
NOT UNDERSTAND IT PLEASE CONSULT YOUR
PROFESSIONAL ADVISER.
If you wish to participate in the Buy-Back, you must
instruct your controlling participant (normally your
broker) to submit your Tender(s), for your Tender(s) to
be effective. Do NOT return this form to the Registry.
Please refer to the instructions on the back of this form.
000001
000
SAM
1301011221012102012221332120133322113 Controlling CHESS participant as at 6 September 2010:
XXXXX
MR JOHN SAMPLE
FLAT 123
SAMPLE STREET Holder Identification Number (HIN)
SAMPLE STREET
SAMPLE STREET
*I1234567890*
SAMPLETOWN VIC 3030
X 1234567890 IND
Please complete the following using black ink only
I/we tender the following Shares to Woolworths Limited at the specified Tender A Shares you can tender
Discount(s) and/or as a Final Price Tender, on the terms and conditions set out in as at 6 September 2010
the Buy-Back Documents:
B Insert the number of Shares (if any) you wish
as a FINAL PRICE TENDER
to tender as a Final Price Tender.
C Insert the number of Shares (if any) you wish to tender
at an 8% Tender Discount
next to the Tender Discount(s) at which you wish to
tender those Shares.
at a 9% Tender Discount
E Please provide your contact details in case we need to speak to you about your Tender:
/ /
Contact name Contact daytime telephone Date
F Please sign within the appropriate boxes below. By signing this form you confirm that you have read the terms and conditions of the Buy-Back
and you make the representations in Section 4.13 of the Buy-Back booklet and on the reverse of this form.
Individual or Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3
G THIS BOX G IS OPTIONAL - EITHER LEAVE IT BLANK OR TICK ONE MINIMUM PRICE ONLY: You should only tick a Minimum Price if you wish to make
your Tender conditional on the Buy-Back Price being no less than one of the following prices. You will not receive less than this amount for your Shares, however your Shares
will not be bought back if the Minimum Price you tick is higher than the Buy-Back Price.
TENDER FORMS MUST BE PROCESSED BY YOUR CONTROLLING PARTICIPANT BY 7.00PM (SYDNEY TIME) ON 8 OCTOBER 2010.
D After indicating the number of Shares you wish to tender as a Final Price Tender (Box B) and/or at a specified Tender Discount(s) (Box C), you need to add up the
number of Shares in Boxes B and C and write the total in Box D.
Note that the number of Shares in Box D must not be more than the number of Shares in Box A.
If the number of Shares in Box D is more than the number of Shares in Box A, you will be deemed to have offered only the number of Shares shown in Box A
and, if you have selected more than one Tender Discount and/or a Final Price Tender, your Tender will be adjusted in the manner set out in Section 4.16 of the
Buy-Back booklet.
E Please provide your contact details in case we need to speak to you about your Tender Form.
F You must sign this form in Box F. By signing and returning this Tender Form, you acknowledge that you have read and understood the Buy-Back booklet and agree
to, and make an offer to, sell your Shares on the terms and conditions set out in the Buy-Back Documents (including the covenants, undertakings, agreements,
representations and warranties set out in Section 4.13 of the Buy-Back booklet).
Individual holders Where a holding is in one name, the registered shareholder must sign.
Joint holders All holders must sign.
Under Power of Attorney If not already noted by the Registry, an originally certified copy of the power of attorney must be sent to the Registry. Where this
form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death
of the donor of the power.
Deceased Estate All executors should sign and, if not already noted by the Registry, send an originally certified copy of probate or letters of
administration to the Registry.
Company This form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is
also the sole company secretary, the sole director.
By signing this Tender Form you confirm that you are not an Excluded Foreign Shareholder. Shares under the DRP with respect to the 2010 final dividend and
Restricted Employee Shares may not be tendered into the Buy-Back.
G THIS BOX G IS OPTIONAL – EITHER LEAVE IT BLANK OR TICK ONE MINIMUM PRICE ONLY: You should only tick a Minimum Price if you wish to make your
Tender conditional on the Buy-Back Price being no less than one of the specified prices. You will not be paid less than this amount for your Shares, however if the
Minimum Price you select is higher than the Buy-Back Price your Shares will not be bought back. If you complete Box G, you must also complete Box B and/or
Box C. Tick no more than one Minimum Price in Box G – if you tick more than one Minimum Price, your Tender will be deemed to be conditional on the
highest Minimum Price that you have specified.
Payment for Shares bought back
Woolworths Limited expects to dispatch payments for Shares bought back no later than 18 October 2010.
Woolworths Limited will send you a cheque for your Buy-Back proceeds (if any), unless you have a valid direct credit authority in place before 7.00pm (Sydney time) on 8 October 2010.
If you have an existing direct credit authority for the payment of dividends, by submitting this Tender Form you authorise Woolworths Limited to pay your Buy-Back proceeds (if any)
into your nominated account.
If you do not currently have a direct credit authority in place for the receipt of dividends, or if you wish to receive your Buy-Back proceeds by direct credit to a new or different bank
account, you must complete and submit a new direct credit authority form which you can obtain by calling the Woolworths Limited Buy-Back Information Line – your controlling
participant (usually your broker) must receive your direct credit authority form before 7.00pm (Sydney time) on 8 October 2010.
Please note that if you choose to complete a new direct credit authority form, your nominated bank account details in that form will be used for the payment of the Buy-Back proceeds
and will be taken to be your nominated bank account for future payments (including dividends) by Woolworths Limited to you.
Submitting your Tender Form
You will need to contact your controlling participant in sufficient time for your controlling participant to process your Tender no later than 7.00pm (Sydney time) on 8 October 2010.
DO NOT RETURN THIS FORM TO WOOLWORTHS LIMITED OR THE REGISTRY
This Tender Form relates to the Woolworths Limited Buy-Back booklet dated
6 September 2010 and should be read in conjunction with that booklet.
If you require further information on how to complete this form please contact the
Woolworths Limited Buy-Back Information Line on 1300 368 664 (within Australia) or +61 3 9415 4055 (from outside Australia).
TENDER FORMS MUST BE PROCESSED BY YOUR CONTROLLING PARTICIPANT BY 7.00PM (SYDNEY TIME) ON 8 OCTOBER 2010.
119605_C - V6
WOOLWORTHS LIMITED
A.B.N. 88 000 014 675
Date
Name
Address 1
Address 2
Address 3
I certify that:
• by submitting a tender form as part of Woolworths Limited’s 2010 off-market buy-back; and
• by signing and returning a copy of this certificate to the company,
I am a type 1 “professional investor” that falls into one of the below categories for the purposes of the
Securities and Futures Ordinance (Cap 571) (“SFO”) (please circle the applicable category below):
(a) a recognized exchange company, recognized clearing house, recognized exchange controller or recognized
investor compensation company, or a person authorized to provide automated trading services under
section 95(2) of the SFO;
(b) an intermediary, or a person carrying on the business of the provision of investment services and regulated
under the law of any place outside Hong Kong (or their respective wholly-owned subsidiary or 100%
holding company);
(c) an authorized financial institution, or a bank which is not an authorized financial institution but is regulated
under the law of any place outside Hong Kong (or their respective wholly-owned subsidiary or 100%
holding company);
(d) an insurer authorized under the Insurance Companies Ordinance (Cap 41), or a person carrying on
insurance business and regulated under the law of any place outside Hong Kong;
(f) a registered scheme as defined in section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap
485), or its constituent fund as defined in section 2 of the Mandatory Provident Fund Schemes (General)
Regulation (Cap 485 sub. leg. A), or a person who, in relation to any such registered scheme, is an
approved trustee or service provider as defined in section 2(1) of that Ordinance or who is an investment
manager of any such registered scheme or constituent fund;
119605 - V1
(h) a government (other than a municipal government authority), an institution which performs the functions of
a central bank, or a multilateral agency.
OR
I am a type 2 “professional investor” that falls into one of the below categories for the purposes of the
SFO and the Securities and Futures (Professional Investor) Rules and I have attached certified copies
of the documents specified below (please circle the applicable category below):
(a) a trust corporation having been entrusted under the trust or trusts of which it acts as a trustee with total
assets of not less than HK$40 million (or its equivalent in any foreign currency):
(i) as stated in the most recent audited financial statement prepared in respect of the trust corporation or
any of the trusts within the last 16 months; or
(ii) as ascertained by referring to one or more custodian statements issued to the trust corporation in
respect of the trust or any of the trusts within the last 12 months;
(b) a corporation or partnership having (i) a portfolio of not less than HK$8 million (or its equivalent in any
foreign currency); or (ii) total assets of not less than HK$40 million (or its equivalent in any foreign currency):
(i) as ascertained by referring to the most recent audited financial statement prepared in respect of the
corporation or partnership (as the case may be) within the last 16 months; or
(ii) as ascertained by referring to one or more custodian statements issued to the corporation or partnership
(as the case may be) within the last 12 months;
(c) an individual, either alone or with any of his associates on a joint account, having a portfolio of not less than
HK$8 million (or its equivalent in any foreign currency):
(i) as stated in a certificate issued by an auditor or a certified public accountant of the individual within the
last 12 months; or
(ii) as ascertained by referring to one or more custodian statements issued to the individual (either alone
or with the associate) within the last 12 months; or
(d) a corporation the sole business of which is to hold investments and which is wholly owned by an
individual who, either alone or with any of his associates on a joint account, falls within the description in
paragraph (c) above.
• the off-market buy-back booklet (“Booklet”) is not a prospectus within the meaning of the Companies
Ordinance (Cap 32) nor is it an advertisement, invitation or document subject to section 103(1) of the SFO;
• none of Woolworth Limited’s shares, the Booklet nor its contents have been reviewed by any regulatory
authority in Hong Kong nor authorized by the Hong Kong Securities and Futures Commission and no
invitation, advertisement or other document, whether in Hong Kong or elsewhere, has been or will be
issued, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong
Kong within the meaning of the SFO; and
• the Booklet may not be provided, assigned or transferred to any other person.
Signature
Full name (print)
Representative of (print - if applicable)
119605 - V1