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Notice of General Meeting and Salient Dates and Times 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”) or the “Company”)
NOTICE OF GENERAL MEETING RELATING TO A CATEGORY 1 ACQUISITION OF A 51% INTEREST IN THE BUILDING
MANUFACTURING COMPANIES OF DAWN (“the WATERTECH COMPANIES”) BY GROHE LUXEMBOURG FOUR S.A. (“Grohe”)
AND SALIENT DATES AND TIMES
DAWN Shareholders are referred to the detailed terms announcement released by DAWN on SENS
and in the press on 02 July 2014 relating to inter alia the proposed acquisition by Grohe of a 51%
indirect interest in the Watertech Companies for R880 million together with a Call Option in favour of
Grohe to acquire an additional 24.1% indirect shareholding in the Watertech Companies from DAWN
after a 10 year period, and if such option is exercised by Grohe, or if Grohe’s indirect shareholding
has otherwise increased to 75.1%, the option for DAWN to sell its remaining 24.9% indirect interest in
the Watertech Companies to Grohe, such transaction constituting a section 112 disposal for DAWN in
terms of the Companies Act, 71 of 2008 (“Companies Act”) and a category 1 disposal in terms of the
JSE Limited (“JSE”) Listings Requirements (“the Transaction”).
Words and expressions, including capitalised terms, in this announcement shall have the same meaning
as assigned to them in the Circular, unless indicated otherwise.
DAWN Shareholders are hereby advised that the Circular setting out inter alia, specific details as
regards the Transaction, and the rationale and terms of the Transaction has been formally approved
by the JSE and TRP and posted to DAWN Shareholders today, Monday, 18 August 2014.
The Circular incorporating the notice of general meeting is also available on the Company’s website
at http://www.dawnltd.co.za and can be viewed at its registered offices at Corner Barlow Road and
Cavaleros Drive, Jupiter, Extension 3, Germiston, South Africa during normal office hours.
The General Meeting of Shareholders of DAWN will be held at DAWN's registered office, Corner
Barlow Road and Cavaleros Drive, Jupiter, Extension 3, Germiston, South Africa at 10:00 on Monday,
15 September 2014 for the purposes of considering, and, if deemed fit, passing with or without
modification, the Resolutions set out in the Circular, in the manner required by the Companies Act
and the Listings Requirements.
SALIENT DATES AND TIMES
Salient dates and times for the general meeting, which are also contained in the Circular, are as
follows:
2014
Posting Record Date to be eligible to receive the Circular Friday, 8 August
Circular posted to Shareholders and Notice of General
Meeting released on SENS on
Monday, 18 August
Notice of General Meeting published in the South African Tuesday, 19 August
press on
Last day to trade Shares in order to be eligible to participate in
and to vote at the General Meeting (see notes 2 and 4 below)
Friday, 29 August
Record Date for purposes of the General Meeting being 17:00 Friday, 5 September
on
Last day to lodge request for participation in General Meeting
via electronic participation being 10:00 on
Thursday, 11 September
Completed Forms of Proxy to be lodged by 10:00 on (see note Thursday, 11 September
5 below)
Last date and time for Shareholders to give notice to DAWN
objecting to the Special Resolution if they wish to exercise
Monday, 15 September
their Appraisal Rights by 10:00 on
General Meeting held at DAWN's registered office, Corner Monday, 15 September
Barlow Road and Cavaleros Drive, Jupiter, Extension 3,
Germiston, 1401, South Africa at 10:00 on
Results of General Meeting published on SENS and on the
website of DAWN on
Monday, 15 September
Results of General Meeting published in the South African Tuesday, 16 September
press on
Last date on which Shareholders who vote against the Special Monday, 22 September
Resolution can notify DAWN that he/she/it requires DAWN to
make application to the court in terms of section 115(3)(a) of
the Companies Act to seek court approval of the Special
Resolution (applicable only in the event that the Special
Resolution was opposed by more than 15% of the voting rights
exercised on the Special Resolution)
Last date for DAWN to send objecting Shareholders who gave Tuesday, 30 September
written notice of their objection to the Special Resolution and
who voted against the Special Resolution, notice of the
adoption of the Special resolution, in terms of section 164 of
the Companies Act
Last date for Shareholders who voted against the Special Tuesday, 30 September
Resolution to make application to the court in terms section
115(3)(b) of the Companies Act
Finalisation announcement in respect of the Transaction Thursday, 2 October
released on SENS on
Notes:
1. All or any of the above important dates and times are subject to change as may be required.
Any changes made will be communicated to Shareholders by publication as soon as
practicably possible on SENS and in the South African press.
2. Shareholders should note that trade in Shares on the JSE is settled through Strate, with
settlement of a trade occurring five Business Days following a trade. Accordingly,
Shareholders who acquire Shares on the JSE after the Last Day to Trade in Shares, namely,
Friday, 29 August 2014 will not be entitled to vote at the General Meeting as they will not be
recorded as Shareholders in the Register by the Record Date, namely, Friday, 5 September
2014.
3. All Dematerialised Shareholders (other than those with Own Name Registration) must
provide their CSDP or Broker with their instructions for voting at the General Meeting by the
cut-off time and date stipulated by their CSDP or Broker in terms of their respective Custody
Agreements.
4. No Dematerialisation or Rematerialisation of Shares may take place from the Business Day
following the Last Day to Trade.
5. Shareholders who have not lodged a completed Form of Proxy by 10:00 on Thursday, 11
September 2014 and who wish to do so may lodge it with the Chairman of the General
Meeting at any time prior to the commencement of the General Meeting.
6. All times referred to in this announcement are references to South African standard time on a
24 hour basis unless specified otherwise.
7. The Certificated Register of DAWN will be closed between the Last Day to Trade and the
Voting Record Date.
18 August 2014
Johannesburg
Corporate Advisor Legal Advisor to Independent Expert Ongoing Sponsor to
and Transaction DAWN DAWN
Sponsor BDO
PricewaterhouseCoopers Webber Wentzel Deloitte & Touche
Corporate Finance (Pty) Sponsor Services
Ltd Proprietary Limited
Legal Advisor to Grohe Legal Advisor to Financial Advisor to Independent Reporting
Grohe Grohe Accountants and
Clifford Chance Acxit Capital Auditors to DAWN
ENSafrica Management PricewaterhouseCoopers
Inc.
Date: 18/08/2014 02:23:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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