Distribution And Warehousing Network Limited - Proposed Waiver Of Mandatory

Distribution And Warehousing Network Limited - Proposed Waiver Of Mandatory     
Offer By Ukhamba To Dawn Shareholders: Request For Submissions                  
Distribution and Warehousing Network Limited                                    
(Incorporated in the Republic of South Africa)                                  
(Registration number 1984/008265/06)                                            
Share code: DAW & ISIN code: ZAE000018834                                       
Proposed waiver of mandatory offer by Ukhamba to Dawn shareholders:             
Request for submissions                                                         
1. Introduction                                                                 
Shareholders of Distribution and Warehousing Network Limited ("Dawn") are       
referred to a detailed announcement published by Dawn in the press on 1         
October 2004, and as contained in a subsequent circular to Dawn shareholders    
dated 29 October 2004, informing shareholders that the Securities Regulation    
Panel ("SRP") agreed to conditionally waive the obligation by Ukhamba Holdings  
(Pty) Ltd ("Ukhamba"), Dawn"s black empowerment partner, to make a mandatory    
offer to Dawn shareholders at that time.                                        
The SRP placed a condition on the above approval such that should Ukhamba"s     
total voting rights in the shareholding of Dawn not reduce from 38,8% to below  
35% by December 2005 then Ukhamba would be required to make a mandatory offer   
to the shareholders of Dawn at the maximum price per share that Ukhamba would   
pay for the shares that it acquired in Dawn, being R2,40 per Dawn share.        
As Ukhamba has not reduced it"s voting rights to below 35% of the total votes   
exercisable at a Dawn shareholders meeting, Ukhamba is now required to proceed  
with the above mandatory offer in terms of rule 8 of the Securities Regulation  
Code and rules of the Securities Regulation Panel ("the SRP rules").            
2. Request for submissions                                                      
The SRP has been informed by Dawn and Ukhamba that the Dawn share has traded    
on the JSE Limited ("the JSE") at prices no lower than R4,35 during 2005 and    
during November 2005 has traded in the range R6,65 to R7,15. In addition the    
average monthly volume of Dawn shares traded for the period January 2005 to     
November 2005 was in excess of 2,9 million shares per month.                    
Shareholders are advised that Dawn and Ukhamba have applied to the Executive    
Director of the SRP for a ruling that Ukhamba be exempted from making a         
mandatory offer to the remaining Dawn shareholders on the basis that such       
offer would be made at a price of R2,40 per share whilst shareholders are able  
to trade such shares at prices substantially above this value on the JSE.       
Shareholders are invited to provide the Executive Director of the SRP with      
written submissions by 12:00 on Thursday 15 December 2005 as to why the SRP     
should not consent to the waiver of the mandatory offer as required by the SRP  
rules. Written submissions may be faxed to the SRP on fax number +2711 482      
5635. Written submissions may also be delivered by hand to the SRP at the       
following address:                                                              
2 Sherborne Road                                                                
Parktown                                                                        
2193                                                                            
Shareholders will be advised of the outcome of the application.                 
6 December 2005                                                                 
Parktown                                                                        
Date: 06/12/2005 03:41:08 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department