RECM AND CALIBRE LIMITED - Underwriting of a rights offer

Underwriting of a rights offer

RECM and Calibre Limited
(Incorporated in the Republic of South Africa)
Registration number 2009/012403/06
Preference Share Code: RACP
ISIN: ZAE000145041
("RAC" or "the Company")

UNDERWRITING OF A RIGHTS OFFER

1. Introduction

RAC preference shareholders are referred to the announcement released by JSE-listed
Distribution and Warehousing Network Limited (“DAWN”) on 2 February 2017 in terms of which
DAWN disclosed its intention to raise up to R350 million by way of a rights offer (“the DAWN
Rights Offer”).

RAC shareholders are advised that RAC and DAWN have entered into an agreement in terms of
which RAC will, on an exclusive basis, underwrite the DAWN Rights Offer up to a maximum value
of R201 026 865 at a price of R1.00 per DAWN share (“the Underwriting Agreement”). This
results in a potential maximum subscription by RAC for 201 026 865 new DAWN shares (“the
Underwritten Shares”), equating to a 33.9% shareholding in DAWN and constituting 14.5% of
RAC’s latest disclosed net asset value.

As consideration for the underwriting, RAC shall be entitled to a fee of R8 041 074, which
constitutes 4% of RAC’s maximum underwriting commitment.

2. Conditions precedent

The Underwriting Agreement is conditional on the DAWN shareholders approving the resolutions
necessary:

  (i)    to convert DAWN’s authorised share capital from par value shares to shares with no par
         value;
 (ii)    to increase DAWN’s authorised share capital from 752 893 603 ordinary shares to
         2 000 000 000 ordinary shares;
(iii)    for DAWN to issue additional ordinary shares with voting power that will, upon issue,
         exceed 30% of the voting power of the ordinary shares currently in issue; and
 (iv)    for theplacing of the authorised but unissued shares under the control of the DAWN
         directors for the purposes of implementing the DAWN Rights Offer.


3. Rationale for the Underwriting

The investment opportunity is considered appropriate for RAC.

4. Description of the business undertaken by DAWN

DAWN is listed in the Construction and Materials – Building Materials and Fixtures sector of the
JSE lists and distributes its products through an international, strategically positioned branch
network in South Africa and selected countries in the rest of Africa and Mauritius. More
information is available at www.dawnltd.co.za.
5. Financial information in respect of DAWN

The market value of DAWN shares at the close of business immediately prior to the date of this
announcement, being 2 February 2017, was R1.99. Accordingly, the aggregate market value of
the Underwritten Shares was, at that date, R400 043 461.

For the six month interim period ended 30 September 2016, being the most recently published
financial results of DAWN, DAWN incurred a loss per share of 155.88 cents.

Cape Town
3 February 2017

Sponsor to RAC: Questco Proprietary Limited

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