Dawn - Disposal Of The Sheerline Business And Withdrawal Of Cautionary

Announcement
DISTRIBUTION AND WAREHOUSING NETWORK LIMITED
  (Incorporated in the Republic of South Africa)
  (Registration number 1984/008265/06)
  Share code:DAW   ISIN code:ZAE000018834
  ("DAWN")

ANNOUNCEMENT REGARDING THE DISPOSAL OF THE SHEERLINE BUSINESS
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction

Further to the cautionary announcement dated 31 August 2001, Argil Corporate
Finance  (Proprietary) Limited is authorised to announce that agreement  has
been reached between DAWN, Sheerline Aluminium Systems (Proprietary) Limited
("Sheerline"), Inex Trading (Proprietary) Limited ("Inex") and Africa  Glass
Industries  Limited ("AfGlass") in terms of which Sheerline and  Inex  ("the
sellers"),  will dispose of the assets and business conducted  as  Sheerline
Aluminium Systems ("the Sheerline business"), excluding a cash balance of R7
068  000 ("the excluded cash"), as a going concern, to Afglass, with  effect
from 28 July 2001 ("the disposal").

    Sheerline and Inex are wholly-owned subsidiaries of DAWN. The  Sheerline
business  is  that  of  trading and distribution of aluminium  products  and
systems.
2. Rationale for the disposal

Over  the  past  two years DAWN has systematically grown its  wholesale  and
distribution  business  and disposed of its non-core  manufacturing  assets,
which  included  the  disposal  of  Almar  Aluminium  (Proprietary)  Limited
("Almar") on 1 June 2000. The disposal of Almar, an aluminium extruder,  has
left  DAWN with only the Sheerline business still operating in the aluminium
market.  The  board  of directors of DAWN has resolved  to  dispose  of  the
Sheerline  business  in  line  with DAWN's  withdrawal  from  the  aluminium
industry.
3. Disposal proceeds

The disposal price of R16 932 000 is payable in cash and will be settled  by
Afglass  on  the  seventh  business day following  the  date  on  which  the
suspensive  conditions as set out in paragraph 5 below have  been  fulfilled
("the completion date"). The disposal price will attract interest at a  rate
of  9%  per  annum  from  15 September 2001 until the completion  date.  The
disposal  price together with the excluded cash result in aggregate disposal
proceeds from the disposal of R24 000 000.

    It is the intention of DAWN to utilise the disposal proceeds to fund its
share buy back strategy.
4. Financial effects

The  pro  forma financial effects of the disposal on the headline  earnings,
net  asset  value  and tangible net asset value per DAWN share,  before  and
after the disposal, are set out below:

                                 Before   After    Change

Per DAWN share            Notes  (cents)  (cents)  (%)

Headline earnings           1    8,00     7,89     (1,38)

Net asset value             2    31,48    34,68    10,17

Net tangible asset value    2    31,18    34,37    10,23
Notes:

1. Based on the unaudited results for the six months ended 31 December 2000.
The  amount  in the "After" column represents the earnings that  would  have
accrued per DAWN share had the disposal been effective 1 July 2000 and had a
financing  cost saving been effected, at the prime rate of interest  of  the
Standard Bank of South Africa, resulting from the disposal proceeds and  the
excluded cash.

2.  Based  on the unaudited net asset value and tangible net asset value  as
disclosed  in  the  unaudited results for the six months ended  31  December
2000.

3.  The headline earnings per DAWN share, before and after the disposal, was
calculated  using 288 805 024 DAWN shares, being the weighted  average  DAWN
shares in issue for the six months ended 31 December 2000.

4.  The  net asset value and tangible net asset value per DAWN share, before
and  after the disposal, was calculated using 294 944 698 DAWN shares, being
the total DAWN shares in issue at 31 December 2000.
5. Suspensive conditions

The  disposal  of  the  Sheerline  business  is  subject  to  the  following
suspensive conditions:

-  approval  by  DAWN  in  its capacity as shareholder  of  the  sellers  in
accordance with section 228 of the Companies Act 1973, (Act 61 of 1973),  as
amended;

- approval by the respective boards of directors of the sellers and Afglass;
-  the sellers and/or DAWN obtaining written approval from ABSA Bank Limited
for  the release of security granted in its favour pertaining to the sellers
and its business;

-  Afglass entering into a service agreement with the present manager of the
Sheerline business;

-  Afglass  completing a due diligence review to its  satisfaction  of   the
Sheerline business; and

- approval of the disposal by the Competition Commission.
6. Withdrawal of cautionary announcement

Shareholders  are referred to the cautionary announcement  dated  31  August
2001  and  are  advised  that, as full disclosure  regarding  the  Sheerline
disposal  in terms of this announcement has been made, caution is no  longer
required.
  Johannesburg
  11 September 2001
Corporate adviser
  Argil Corporate Finance (Pty) Ltd
  (Registration number 2000/012659/07)
Sponsor
  Deloitte & Touche Sponsor Services (Pty) Ltd
  (Incorporated in the Republic of South Africa)
  (Registration number 1996/000034/07)
Legal adviser
  Hofmeyr Herbstein Gihwala Cluver & Walker Inc.
  Registration number 1997/001523/21