4.2.

Financial Effects of the Rights Offer

PROFORMA STATEMENT OF FINANCIAL POSITION

UNAUDITED UNAUDITED
AUDITED AUDITED
POST POST
US$ 31-Sept-13 31-Sept-13
TRANSACTION TRANSACTION
(Incorporated in Zimbabwe in September 1957 under Company Registration Number 297/59)
ASSETS NON CURRENT LIABILITIES
Address: Tenerife Factory, 19.5 km Peg, Lomagundi Road, Mount Hampden, Zimbabwe
Property, plant and 10% Redeemable Preference
Directors: A.C. Jongwe, G.A. Chigora, M. A. Gumbie, M.P. Karombo, C. Makoni, M. Munginga (Finance Director and Company Secretary), 24,094,103 24,094,103 - 3,255,000(2)
equipment Shares
M.G. Revanowako
CURRENT ASSETS Deferred Taxation 5,091,968 5,091,968

ABRIDGED CIRCULAR TO SHAREHOLDERS Inventory 1,175,002 1,175,002 Long Term borrowings 900,000 900,000

Trade and other

RELATING TO A RENOUNCEABLE RIGHTS OFFER AND AN INCREASE IN THE COMPANY’S receivables
277,493 277,493 5,991,968 9,246,968

AUTHORISED SHARE CAPITAL CURRENT LIABILITIES

Cash and Cash equivalents 82,079 3,337,079 (1) Short Term borrowings 1,924,869 1,924,869
THIS ABRIDGED CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Taxation receivable 2,837 2,837 Trade and other payables 3,548,232 3,548,232
This Abridged Circular should be read in conjunction with the full circular to the shareholders of Willdale Limited (or
1,537,411 4,792,411 Provisions 278,757 278,757
the “Company”) dated 09 April 2014 and the definitions set out therein. The full Circular can be obtained from the
Company’s address. This document is neither a prospectus nor an invitation to the public to subscribe for shares in TOTAL ASSETS 25,631,514 28,886,514 5,751,858 5,751,858
Willdale Limited.
EQUITY AND LIABILITIES TOTAL EQUITY AND LIABILITIES 25,631,514 28,886,514

Action Required: If you are in any doubt as to the action you should take in relation to this document please consult EQUITY
your stockbroker, banker, accountant, attorney or other professional advisor immediately.
Share Capital 88,900 88,900 NOTES

Auditors and Independent Capital Reserve 18,295,665 18,295,665 Note 1: Cash proceeds of Preference Shares Rights Offer
Share Transfer Secretaries Sponsoring Brokers
Reporting Accountants Accumulated losses (4,496,877) (4,495,853)
Note 2:Issuance of 3,255,000 Preference Shares of nominal value US$0.0001
each at US$1.00

TOTAL EQUITY 13,887,688 13,887,688

Securities
5. Use of the Proceeds
Members of the Zimbabwe
First Transfer Secretaries (Private) Ernst & Young Chartered UTILISATION US$
Stock Exchange
Limited Accountants (Zimbabwe)
Legal Advisor Underwriter Independent Financial Advisors Capital Expenditure 1,980,390

Plant refurbishment 68,000

Spares and Consumables 334,151

Old Mutual Life Assurance Working capital 617,459

Coghlan Welsh and Guest Cosmos Capital Limited
Company Zimbabwe Limited
Transaction costs 255,000

ABRIDGED CIRCULAR TO SHAREHOLDERS Total 3,255,000

1. Introduction
In order to meet working capital and retooling requirements of the company, the Directors are proposing to raise
fresh new capital amounting to US$3,255,000 (Three million two hundred and fifty five thousand United States
dollars only) for the Company in the form of 10% semi-annual redeemable convertible cumulative Preference
Shares through a rights issue.
2. Details and terms of the Rights Offer
Subject to the fulfilment of the conditions precedent, including shareholders’ approval of the transaction, new
10% semi-annual redeemable convertible cumulative preference shares of nominal value US$0.0001 each are
being offered for cash at a subscription price of US$1.00 each, payable in full on acceptance, on the basis of 1
(one) 10% semi-annual redeemable convertible cumulative Preference Share for every 546.24 (five hundred and
forty six comma two four) ordinary shares already held, to the existing Willdale shareholders registered as such
on the Record Date. The new Preference Shares are expected to be listed on the Zimbabwe Stock Exchange from
10 June 2014.
3. Rationale for the Rights Offer
Willdale operations were adversely affected by the hyperinflationary environment that characterised the local
economy over the period 2004 to 2008. Over time, output for Willdale has been severely curtailed by worn out
plant and equipment and the unavailability of requisite equipment for clay mining, haulage and brick movement.
The result has been excessive down-time in Willdale Limited’s production operations. The low production
volumes have resulted in high average cost of production for the Company leading to reduced viability of the
company’s brick-making operations. Directors are of the view that the new capital injection will provide the
company with an ability to improve production volumes, restructure its balance sheet and enjoy economies of
scale.
Over 50% of the funds will be utilised to refurbish the existing plant and to acquire new mobile equipment to boost
production and stabilise operations.
6. Consequences of not implementing the Transaction
Directors are of the opinion that not implementing the transaction would result in the company continuing to operate
at sub-optimal economies of scale, suffer continued downtime due to equipment breakdowns and be unable to
adequately supply the demand for the company’s product. In addition the company runs the risk of being unable to
service debt obligations with critical suppliers and creditors.
7. Conditions Precedent
 The approval of the resolutions required to implement the Transaction being duly passed by the requisite majorities
at the Willdale Limited Extraordinary General Meeting.
 Approval by the Zimbabwe Stock Exchange of the listing of the new Willdale Limited Preference Shares to be issued
to members who meet the terms of the Rights Offer as outlined in the full circular document; and
 The underwriting agreement entered into between Willdale Limited and Old Mutual Life Assurance Company
Zimbabwe Limited remaining in full force and not being terminated.
8. Underwriting
The Board has engaged Old Mutual Life Assurance Company Zimbabwe Limited as underwriters to the proposed Rights
Offer. An underwriting agreement has been signed and is available for inspection at the Head Office of Willdale Limited.
In addition, major shareholders who among them own 52.67% of the issued ordinary shares of the company have
provided irrevocable written undertakings to support the proposed transaction and all resolutions at the EGM.

4. Effects of the Rights Offer 9. Director’s Declarations

Share Capital Before Rights Offer After 9.1. Working Capital Adequacy Statement
Authorised Ordinary Share Capital
2,000,000,000 1,000,000,000 3,000,000,000 The Directors are of the opinion that the financial resources available to Willdale Limited post the transaction
Nominal value of US$0.00005 each. will be sufficient to meet its working capital requirements.
Issued Ordinary Share Capital 1,778,001,428 Nil 1,778,001,428
Authorised but Unissued Ordinary 9.2. Statement of Indebtedness
221,998,572 1,000,000,000 1,221,998,572 The Company is currently indebted to the tune of US$6.65 million as of September 2013. Approximately 86.5%
Share Capital
Authorised Issued Preference Share of the total debt is short term, falling due within one year and only 13.5% is medium term, falling due after 1
Capital Nil 3,255,000 3,255,000 year. The maturity profile of the debt has impacted negatively on the liquidity position of the Company. The
Nominal value of US$0.0001 each. average cost of the company’s borrowings is 10.7% and depicted below is a summary of the company’s
Authorised but Unissued Preference liabilities:
Nil 3,255,000 Nil
Share Capital

Debt Profile US$ %

4.1. Shareholders
i. Ordinary shares arising from the conversion of preference shares as per terms of issue will rank pari passu Medium to Long Term Borrowings 900,000 13.5%
with the existing issued ordinary shares of Willdale Limited in the event that the Company is unable to fully Short Term Borrowings 1,924,869 28.9%
redeem the issued Preference Shares. In the event of the conversion option materialising, the outstanding Trade and Other Payables 3,826,989 57.6%
Preference Shares’ issue price, plus any dividend accumulated, will be converted into equity at the higher of TOTAL 6,651,858 100%
Net Asset Value per share as determined by the latest audited accounts of the company or the weighted
average trading price for the previous 60 days. The table below shows the potential dilutive effects if 9.3. Litigation
conversion was to take place at the latest Net Asset Value per Share of 0.78 US cents per-share. As at 09 April 2014, the most practicable date prior to the publication of this document, the Company was not
involved in any litigation or arbitration proceedings which may have, or which could have, a significant effect
Net Asset Value Per-Share (usc) 0.78 on the financial position of the Company, nor is the Company aware that any such proceedings are pending or
Potential Dilution Impact 19% threatening.

ii. The Preference Shares are redeemable at the 5th (fifth) anniversary from the issue date of the Preference
Shares. In the event that the financial position of the Company substantially improves before the fifth
anniversary of the Preference Shares, early redemption by the company is permissible at no penalty.
iii. The Preference Shares will attract dividend at 10% p.a. to be paid at a cumulative semi-annual dividend
rate of 5% of the issue price. In the event that the Company is not in a position to meet any of the biannual
dividend payments, such payments will accumulate for later payment.
iv. In the event that the Company has outstanding dividends to Preference Shareholders, no ordinary share
dividends will be declared by the Company until such outstanding payments to such Preference
Shareholders have been fully paid.
9.4. Material Changes
There have been no material changes in the financial position or operating position of Willdale Limited as a
result of the proposed transaction. It is expected that following the successful conclusion of the capital
injection, Willdale Limited’s productive capacity and efficiencies will improve; its working capital needs will be
better satisfied and the company will be able to service its market more appropriately.
9.5. Significant Contracts
No material contracts, which are not in the ordinary course of business, have been entered into by Willdale
Limited. All the business and transactions of the Company are conducted on an arms-length basis.

The preference shares will be listed on the ZSE and will be fully tradable in the secondary market
10. Director’s Responsibility Statement
The directors of Willdale Limited, whose names appear hereunder, collectively and individually accept full
responsibility for the accuracy of the information contained in this circular and further confirm that they have
made all reasonable enquiries and declare that to the best of their knowledge and belief, there are no facts, the
omission of which would make any statement in this circular false or misleading.
3.The Chairman of the EGM
As my/our proxy to act for me/us at the EGM for the purpose of considering and, if deemed fit, passing, with or without
modification, the resolutions to be proposed thereat, and at each adjournment or postponement thereof, and to vote for
and/or against the resolutions and/or abstain from voting in respect of the shares in the issued share capital of the
Company registered in my/our name (see note 2):

RESOLUTIONS NUMBER OF VOTES

The Directors also confirm that this circular includes all such information within their knowledge (or which it
FOR AGAINST ABSTAIN
would be reasonable for them to obtain by making enquiries) that investors and their professional advisors 1. [SPECIAL RESOLUTION] - Increase in Authorised Share Capital
would require and reasonably expect to find for the purposes of making informed assessment of the assets and To consider and, if deemed fit, to pass, with or without modification(s), the following
liabilities, financial position, profits and losses and prospects of Willdale Limited in order to vote from an resolution as a Special Resolution:
informed position at the EGM and Signed at Harare, by the Directors of Willdale Limited, this 28th day of March
2014: “That the authorised share capital of the Company be and is hereby increased from
US$100,000 (one hundred thousand United States dollars) divided into 2,000,000,000
Name Designate Signatures (two billion) Ordinary Shares of US$0.00005 (zero comma zero zero zero zero five United
A.C. Jongwe Chairman Signed on original States Dollars) each to US$150,000 (one hundred and fifty thousand United States dollars)
G.A. Chigora Non-Executive Director Signed on original divided into 3,000,000,000 (three billion) Ordinary Shares of US$0.00005 (zero comma
M. A. Gumbie Non-Executive Director Signed on original zero zero zero zero five) each and by the creation of 10% redeemable cumulative
preference shares of US$325.50 (three hundred and twenty five comma five zero United
M. P. Karombo Non-Executive Director Signed on original States dollars) divided into 3,255,000 (three million two hundred and fifty five thousand)
M.G. Revanowako Non-Executive Director Signed on original 10% semi-annual redeemable cumulative preference shares of a nominal value of
M. Munginga Finance Director & Company Secretary Signed on original US$0.0001 (zero comma zero zero zero one United States Dollars) all of which will be
issued.”
11. Documents Available For Inspection
2. [SPECIAL RESOLUTION] - Adopting the Terms and Conditions of the 10%
The following documents or copies thereof, are available for inspection at the registered offices of Willdale Redeemable Cumulative Preference Shares:
Limited, Tenerife Factory, 19.5km peg Lomagundi Road, Mount Hampden during normal business hours until the
date of the EGM: To consider and, if deemed fit, to pass, with or without modification(s), the following
• The Memorandum and Articles of Association for Willdale Limited; resolution as a Special Resolution:
• Willdale Limited Audited Financial Statements for the financial year ended 30 September 2013;
“That the terms and conditions of issue of the 10% redeemable cumulative preference
• Willdale Limited Audited Financial Statements for the financial year ended 30 September 2012; shares are hereby approved, provided however that the Directors may in their sole
• Willdale Limited Audited Financial Statements for the financial year ended 30 September 2011; discretion vary or delete any such terms or conditions prior to the date of issue of any of
• Willdale Limited Audited Financial Statements for the financial year ended 30 September 2010; the shares.”
• The written experts' consents; 3. [SPECIAL RESOLUTION] - Preference Shares Rights Issue:
• Underwriting Agreement;
• CBZ Facility Agreement; To consider and, if deemed fit, to pass, with or without modification(s), the following
resolution as a Special Resolution:
• The original signed copy of the Rights Offer Circular to Shareholders;
• The full Reporting Accountant's Report; and “That in terms of article 6 of the Company’s articles , that the Directors of the company be
• The Independent Financial Adviser's Report. and are hereby authorised to offer 3,255,000 (three million two hundred and fifty five
thousand) 10% semi-annual redeemable cumulative preference shares in Willdale Limited
12. Important Dates and Events by way of a renounceable rights offer at a subscription price of US$1.00 (one United
States dollar) per preference share on 12 May 2014, (the “Rights Offer Record Date”), on
Event Expected Date the basis of 1 (one) 10% redeemable cumulative preference share for every 546.24 (five
Last Practicable Date Wednesday, 09 April , 2014 hundred and forty six comma two four) ordinary shares already held as at the Rights Offer
Abridged Circular to shareholders and EGM Notice published Wednesday, 09 April , 2014 Record Date, and to issue and allot such shares as may be subscribed to pursuant to the
Rights Offer to such shareholders, their renouncees, or the Underwriter or Sub-
Circular posted to shareholders Tuesday, 22 April, 2014 underwriters as the case may be.”
EGM record date for purposes of being entitled to vote at the EGM Monday, 05 May, 2014 4. [SPECIAL RESOLUTION]- Preference Share Conversion into Ordinary Shares
Last day of lodging Forms of Proxy for EGM (1000hrs) Monday, 05 May, 2014 To consider and, if deemed fit, to pass, with or without modification(s), the following
EGM at 1100hrs Tuesday, 06 May, 2014 resolution as a Special Resolution:
Willdale Share Register Closes (1600hrs) Tuesday, 06 May, 2014
“To approve the conversion of outstanding preference shares’ par value balance as well as
Rights offer Record Date for being eligible to participate in the renounceable any outstanding dues to preference shareholders as at the 5th (fifth) anniversary from the
Tuesday, 06 May, 2014
rights offer (1600hrs) issue date of the 10% redeemable cumulative preference shares into ordinary shares out
Publication of the results of the EGM Saturday, 10 May, 2014 of the authorised unissued share capital of Willdale Limited. The converted shares will
rank pari passu with the outstanding ordinary shares of the company. The conversion
Rights offer Opening Date Monday, 12 May, 2014 price will be the higher of the Net Asset Value per share of the company using the recently
Dealing in LAs commences Monday, 12 May, 2014 published audited accounts of the Company OR the volume weighted average price of
LAs mailed to shareholders Monday, 12 May, 2014 Willdale Limited shares over the previous 60 trading days.”
Last day of dealing in LAs (1600hrs) Friday, 23 May, 2014 5. [ORDINARY RESOLUTION] – Listing of 10% Redeemable Cumulative Preference
Shares on the Zimbabwe Stock Exchange:
Last day of splitting LAs (1600hrs) Monday, 26 May, 2014
Rights offer Closing Date- Last day of payment (1600hrs) Monday, 26 May, 2014 “Post the proposed rights issue of the 10% redeemable cumulative preference shares
Results of rights offer published and underwriter notified of obligation Monday, 02 June, 2014 referred to in resolution 4, the Directors of the Company be and are hereby authorised to
Shareholder register updated and certificates posted Tuesday, 10 June, 2014 list all the issued 10% redeemable cumulative preference shares on the Zimbabwe Stock
Exchange”
Preference Shares Issued and Listed Tuesday, 10 June, 2014 6. [ORDINARY RESOLUTION] – Placing the Unissued Authorised Shares under the
Note: The dates stated above are subject to change and any amendments will be published in the press. Control of Directors:

13. EGM NOTICE “That, although no issue of these shares is contemplated at this time, the balance of the
A form of proxy, in which are set out the relevant instructions for its completion, is attached hereto, for use by authorised but unissued share capital of the Company be and is hereby placed under the
control of the Directors, for an indefinite period, with the express authority to issue all
such shareholder of the Company who is unable to attend the EGM but who wishes to be represented at the such shares as maybe required to be issued upon the conversion of Preference Shares,
aforementioned EGM. Completion of a form of proxy will not preclude such shareholder of the Company from provided that no issue will be made which would effectively transfer the control of the
attending and voting (in preference to the appointed proxy) at the EGM. Company without the prior approval of Willdale Limited shareholders in a general
meeting.”
The instrument appointing a proxy and the authority (if any) under which it is signed must be received by the
Company's transfer secretaries or at the Company's Registered Offices (Attention the Company Secretary) at the 14. Director’s Recommendation
addresses given below no later than 48 (Forty-eight hours) before the time appointed for the holding of the EGM. The Directors recommend that shareholders follow their rights under the proposed Rights Offer as they believe that
the Transaction is in the best interests of both the Company and its Shareholders. The proposed Rights Offer
Registered Office: First Transfer Secretaries (Private) Limited enhances the Company's working capital, production efficiencies and capacity and will enable the company to better
Tenerife Factory Corner Armagh Avenue and McChlery Avenue service the demand for its product.
19.5 Km Peg Eastlea,
Lomagundi Road Harare
15. Queries
Mount Hampden If you have any questions on any aspect of this Document, please contact your stockbroker, accountant, banker,
lawyer or other professional advisor. Alternatively please contact the Company Secretary, Mavuto Munginga on 308-
FORM OF PROXY 175.
(A public company incorporated in the Republic of Zimbabwe in 1957 under company registration number 297/59)

For use by the Company's shareholders at the EGM of shareholders to be held on 06 May 2014 on 1100hours.
Each member entitled to attend and vote at the EGM is entitled to appoint one person as his/her proxy, who need
not be a member of the Company, to attend, speak and vote in his/her stead at the EGM.

I/We
__________________________________________________________________________________
(Name in block letters)

Of

Being the holder of_____________________________________ shares in the Company hereby appoint

1. _____________________________of__________________________________ or failing him/her

2. _____________________________of__________________________________or failing him/her