DISTRIB. AND WAREHOUSING NETWORK LD - Update on proposed specific share repurchase by the company of 78 133 488 shares and further cautionary announcement

Update on proposed specific share repurchase by the company of 78 133 488 shares and further 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” or the “Company”)

UPDATE OF PROPOSED SPECIFIC SHARE REPURCHASE BY THE COMPANY OF 78 133 488
ISSUED ORDINARY SHARES AND FURTHER CAUTIONARY ANNOUNCEMENT

Shareholders of DAWN are referred to the announcement dated 15 December 2014 and the cautionary
announcement dated 30 January 2015 relating thereto, wherein DAWN advised that it had concluded a
repurchase agreement (“the Agreement”) with Ukhamba Holdings Proprietary Limited (“Ukhamba”)
whereby, subject to the Agreement becoming unconditional, Ukhamba will dispose of its 32.25%
shareholding in the ordinary shares of DAWN, namely, 78 133 488 ordinary shares, by means of a
specific share repurchase to be implemented by DAWN (“the Repurchase”).

DAWN also contemplated that after the Repurchase the Company would, as a separate transaction to the
Repurchase but subject to the approval of the Repurchase by DAWN shareholders, issue up to
38 000 000 DAWN ordinary shares by way of a specific issue for cash to one or more investors who had
yet to be identified by the DAWN board (“the Board”).

After the release of the trading update and financial results for the 6 month interim period ended 31
December 2014, DAWN’s anchor shareholders who collectively hold more than 30% of the issued shares
of DAWN, have expressed their support of the proposed Repurchase in principle, but not at the price or
quantum that was agreed with Ukhamba.

Given the current share price and sentiment in the market, and notwithstanding the Agreement between
DAWN and Ukhamba, the Board has decided to re-engage Ukhamba in discussions regarding the
proposed Repurchase.

As committed at the results presentation, DAWN continues to firmly address operational challenges and
focus on organically growing the earnings of its core businesses.

Shareholders are advised to continue exercising caution when dealing in the Company’s shares until a
full announcement is made.

Johannesburg

24 February 2015



Corporate Advisor and Transaction Sponsor
PricewaterhouseCoopers Corporate Finance Proprietary Limited


Legal Advisor
Webber Wentzel

Date: 24/02/2015 05:00:00 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.