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DISTRIBUTION AND WAREHOUSING NETWORK LIMITED - ANNOUNCEMENT REGARDING A SHARE

Release Date: 27/11/2003 07:00
Code(s): DAW
Wrap Text

DISTRIBUTION AND WAREHOUSING NETWORK LIMITED - ANNOUNCEMENT REGARDING A SHARE PREMIUM DISTRIBUTION OF 4 CENTS PER SHARE 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 A SHARE PREMIUM DISTRIBUTION OF 4 CENTS PER SHARE 1. Terms Bishop Corporate Finance (Pty) Limited is authorised to announce that the board of directors of DAWN ("the directors") has resolved to propose a payment to DAWN shareholders of R7 169 297,28 in aggregate, representing 4 cents per ordinary share, in the form of a share premium distribution and in terms of section 90 of the Companies Act, Act 61 of 1973, as amended ("share premium distribution"). The share premium distribution is subject to the requisite majority of DAWN shareholders approving, with or without modification, the necessary ordinary resolution at the general meeting of DAWN shareholders to be held on 12 December 2003. The share premium distribution is further subject to the passing and registration of special resolution 1 to be proposed at the general meeting of shareholders to be held on Monday, 1 December 2003, details of which was provided in the circular to shareholders dated 7 November 2003. The approval of such special resolution 1 above will result in the revocation of special resolution 2 as was proposed at the annual general meeting of DAWN held on 30 June 1998, which special resolution had the effect of reducing the share premium account of DAWN by R49 174 498 and the revocation of special resolution 2 as was proposed at a general meeting of DAWN held on 24 June 1999, which special resolution had the effect of reducing the share premium account of DAWN by R95 684 207. The approval of such special resolution 1 above will have the effect of reinstating an amount in aggregate of R144 858 705 to the share premium account of DAWN. The directors have considered the effect of the share premium distribution and are satisfied that: * DAWN and the subsidiaries of DAWN (collectively "the DAWN group") will be able in the ordinary course of business to pay its debts for a period of 12 months after 27 November 2003, being the date of the notice of the general meeting; * the assets of the DAWN group will be in excess of the liabilities for a period of 12 months after 27 November 2003. For this purpose, the assets and liabilities have been recognised and measured in accordance with the accounting policies used in the latest audited annual group financial statements; * share capital and reserves of the DAWN group will be adequate for ordinary business purposes for a period of 12 months after 27 November 2003; and * working capital of the DAWN group will be adequate for ordinary business purposes for a period of 12 months after 27 November 2003. 2. Rationale The rationale for the share premium distribution is to make a cash distribution of 4 cents per share to shareholders. 3. Financial effects The pro forma financial effects of the share premium distribution on the headline earnings, earnings, net asset value and tangible net asset value per DAWN share, based on the audited annual financial results of DAWN for the year ended 30 June 2003, are set out below. The pro forma financial effects have been prepared for illustrative purposes only in order to provide information on how the share premium distribution may have impacted on the results and financial position of DAWN. Due to their nature, the pro forma financial effects may not provide a fair reflection of the financial position of DAWN at 30 June 2003 after the share premium distribution or the effect thereof on future earnings: Notes Before1 After2 Change Per DAWN share (cents) (cents) (%) Headline earnings 3 17,11 16,71 (2,34) Earnings 3 17,22 16,82 (2,32) Net asset value 4 57,48 53,48 (6,96) Net tangible asset value 4 57,48 53,48 (6,96) Notes: 1. Extracted from the audited financial results of DAWN for the year ended 30 June 2003. 2. Pro forma financial effects after the share premium distribution. 3. The headline earnings and earnings per share were calculated assuming that the share premium distribution had been effective 1 July 2002, based on a funding cost at a rate per annum of 10,29% after taxation. 4. The net asset value per share and net tangible asset value per share were calculated assuming that the share premium distribution had been effective 30 June 2003. 5. Notice of general meeting A circular containing full details of the share premium distribution and giving notice of a general meeting to be held at 10:30 or immediately after the conclusion of the annual general meeting of DAWN to be held at 10:00 on Friday, 12 December 2003 ("annual general meeting"), whichever is the later, on Friday, 12 December 2003 ("general meeting") at the registered address of DAWN, 2 Keerom Road, Heriotdale Ext.10, Johannesburg, 2094, at which general meeting the ordinary resolution required to implement the share premium distribution will be proposed, will be posted to shareholders on 27 November 2003. 6. Salient times and dates Last day for receipt of forms of proxy in respect of the general meeting of DAWN Wednesday, 10 shareholders by no later than 10:30 on December 2003 General meeting of DAWN shareholders to be Friday, 12 December held at 10:30 or immediately after the 2003 conclusion of the annual general meeting, whichever is the later, on Results announcement of general meeting Friday, 12 December published on SENS on 2003 Results announcement of general meeting Monday, 15 December published in the press on 2003 Last day to trade to participate in the share Tuesday, 23 December premium distribution on 2003 Shares trade "ex" distribution on Wednesday, 24 December 2003 Date to be recorded in the register of members Friday, 2 January to receive the share premium distribution on 2004 Posting of cheques or electronic bank Monday, 5 January transfers in respect of certificated 2004 shareholders. Accounts credited at Central Securities Depository Participants ("CSDP") or brokers in respect of dematerialised shareholders on Notes: 1. The annual general meeting of DAWN, notice of which was posted to shareholders on 20 November 2003, will be held at 10:00 on 12 December 2003 and the general meeting will follow at 10:30 or immediately after the conclusion of the annual general meeting, whichever is the later, on 12 December 2003. 2. Shareholders may not dematerialise or rematerialise their share certificates between Wednesday, 24 December 2003 and Friday, 2 January 2004, both days inclusive. 3. The above dates and times are subject to amendment. Any such amendment will be published in the press and on SENS. 4. If you have dematerialised your shares with a CSDP or broker, other than with own name registration, you must arrange with them to provide you with the necessary authorisation to attend the general meeting or you must instruct them as to how you wish to vote in this regard. This must be done in terms of the agreement entered into between you and the CSDP or broker in the manner and cut- off time stipulated by the CSDP or broker. Johannesburg 27 November 2003 Corporate adviser Sponsor Bishop Corporate Finance Deloitte & Touche Sponsor Services Reporting accountants PricewaterhouseCoopers Inc Date: 27/11/2003 07:00:17 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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