Sharenet Sites 
Sharenet Sites
Update Regarding The Scheme
Distribution and Warehousing Polanofield Proprietary Limited
Network Limited (Incorporated in the Republic
(Incorporated in the Republic of South Africa)
of South Africa (Registration number
(Registration number 2018/556404/07)
1984/008265/06) (“Offeror”)
Share code: DAW & ISIN code:
ZAE000018834
(“DAWN” or “the Company”)
UPDATE REGARDING THE SCHEME
Unless otherwise indicated, capitalised words and terms contained in
this announcement shall bear the same meanings ascribed thereto in the
circular to Shareholders, dated Thursday, 20 December 2018
(“Circular”).
1. INTRODUCTION
Shareholders are referred to the Circular in terms of which
Shareholders were advised of the terms and conditions of the
Offer by the Offeror to acquire all of the issued ordinary shares
in DAWN, excluding the Excluded Shares.
2. UPDATE
Shareholders are advised that DAWN and the Offeror have amended
the Offer Letter to allow the remaining Scheme Condition
("Remaining Scheme Condition") to be fulfilled by 15 February
2019. The Remaining Scheme Condition relates only to the issue by
the Takeover Regulation Panel of a compliance certificate in
respect of the Scheme.
The extension of the fulfilment date for the Remaining Scheme
Condition was necessary as, following the Scheme Resolution being
approved, DAWN is restricted from implementing the Scheme unless
and until the relevant time periods set out in section 115(3)(a)
and (b) of the Companies Act has expired, without any of the
relevant action being taken. This time period expires on Monday,
4 February 2019. Accordingly, DAWN will be applying for the
requisite compliance certificate from the Takeover Regulation
Panel thereafter.
As the Scheme has an indirect impact on the operations of DAWN
Africa Zambia, a filing, whose outcome is pending, was
submitted to the Zambian Competition and Consumer Protection
Commission (“CPCC”). As part of the implementation of the
Scheme, an independent trustee will be appointed to manage the
operations of DAWN Africa Zambia pending the outcome from the
CPCC. In this respect, the Scheme will be implemented on the
basis that the operations of DAWN Africa Zambia will continue
to operate independently of the parent company under the
management of an independent trustee. The mandate of the
independent trustee will be terminated on the conclusion of the
engagements with the CPCC.
3. THE INDEPENDENT BOARD AND BOARD RESPONSIBILITY STATEMENT
The Board and the Independent Board (to the extent the
information relates to DAWN), collectively and individually,
accept responsibility for the information contained in this
announcement and confirm that, to the best of each member’s
respective knowledge and belief, the information contained in
this announcement is true and does not omit anything likely to
affect the importance of such information.
4. OFFEROR RESPONSIBILITY STATEMENT
Offeror (to the extent the information relates to Offeror),
accepts responsibility for the information contained in this
announcement and confirms that, to the best of its knowledge
and belief, the information contained in this announcement is
true and does not omit anything likely to affect the importance
of such information.
Germiston
1 February 2019
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
Legal Advisors to DAWN: ENSafrica (Edward Nathan Sonnenbergs Inc.)
Legal Advisor to the Offeror: Alex May Incorporated
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