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Distribution Of Circular, Notice Of Scheme Meeting And Salient Dates And Times
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”)
POLANOFIELD PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2018/556404/07)
(“Offeror”)
DISTRIBUTION OF CIRCULAR, NOTICE OF SCHEME MEETING AND SALIENT
DATES AND TIMES
1. INTRODUCTION
Shareholders are referred to the Firm Intention Announcement
whereby they were advised of the firm intention in terms of
which, if implemented, will result in the Offeror acquiring
all of the issued DAWN Shares, excluding Shares held by the
Offeror, its related and inter-related persons and persons
acting in concert with any of them and any treasury shares
for an Offer Price of R0,01 per DAWN Share.
Unless otherwise indicated, capitalised words and terms
contained in this announcement shall bear the same meanings
ascribed thereto in the joint firm intention announcement
released on SENS by DAWN and the Offeror on Monday, 3
December 2018 (“Firm Intention Announcement”).
2. POSTING OF THE CIRCULAR
Shareholders are hereby advised that the Circular has been
posted to Shareholders today, Thursday, 20 December 2018.
The Circular is also available on DAWN’s website
www.dawnltd.co.za and is available for inspection at the
Company’s registered office. Shareholders are advised to
refer to the Circular for the full terms and conditions of
the Scheme.
3. SCHEME MEETING OF SHAREHOLDERS
The Scheme Meeting of Shareholders will be held at 10:00 on
Monday, 21 January 2019 at DAWN head office, Corner Barlow
Road and Cavaleros Drive, Jupiter, Extension 3, Germiston,
South Africa, convened in connection with the Scheme, for the
purpose of considering and if deemed fit, approving, with or
without modification, the resolutions contained in the notice
of Scheme Meeting, which is incorporated in the Circular.
4. SALIENT DATES AND TIMES
2018
Record date to determine which DAWN
Shareholders are entitled to receive
the Circular Friday, 14 December
Posting of the Circular to DAWN
Shareholders and notice convening
Scheme Meeting published on SENS Thursday, 20 December
Notice convening Scheme Meeting
published in the South African press Friday, 21 December
2019
Last day to trade in DAWN Shares in
order to be recorded on the DAWN share
register on the scheme voting record
date (voting last day to trade) Tuesday, 8 January
Record date for Scheme Meeting Friday, 11 January
Proxy forms to be received by 10:00 Thursday, 17 January
Last date and time for DAWN
Shareholders to give notice in terms
of section 164(3) of the Companies Act
to DAWN objecting to the Special
Resolution approving the Scheme by
10:00 on Monday, 21 January
(same as scheme
meeting date)
Scheme Meeting to be held at 10:00 Monday, 21 January
Results of Scheme Meeting published
on SENS Monday, 21 January
Results of Scheme Meeting published
in the South African press Tuesday, 22 January
If the Scheme is approved by DAWN
Shareholders at the Scheme Meeting
with sufficient voting rights such that
no Shareholder may require the Company
to obtain Court approval for the Scheme
as contemplated in section 115(3)(a) of
the Companies Act:
Last day for Shareholders who voted
against the Scheme to require DAWN
to seek Court approval for the Scheme
in terms of section 115(3)(a) of the
Companies Act if the Scheme is approved
by Shareholders at the General Meeting
but the Scheme Resolution was opposed by
at least 15% of the voting rights that
were exercised on the Scheme Resolution at
the General Meeting (where applicable)
(5 business days after Scheme Meeting) Monday, 28 January
Last date on which DAWN Shareholders
can make application to the Court in
terms of section 115(3)(b) of the
Companies Act on (10 business days
after Scheme Meeting) Monday, 4 February
Last date for DAWN to give notice of
adoption of the special resolution
approving the Scheme to DAWN
Shareholders objecting to the special
resolution on Monday, 4 February
If no DAWN Shareholders exercise
their rights in terms of section 115
of the Companies Act:
Finalisation Date announcement
expected to be released on SENS on or
about (will be announced by 11:00) Tuesday, 5 February
Finalisation Date announcement
expected to be published in the
press on or about Wednesday, 6 February
Expected Scheme LDT, being the last
day to trade DAWN Shares on the JSE
in order to be recorded in the
Register to receive the Scheme
Consideration, on Tuesday, 12 February
Suspension of listing of DAWN
Shares on the JSE expected to take
place at the commencement of
trade on Wednesday, 13 February
Expected Scheme Consideration
Record Date, being the date on
which Scheme Participants must
be recorded in the Register to
receive the Scheme Consideration,
by close of trade on Friday, 15 February
Expected Implementation Date of the
Scheme Monday, 18 February
Expected payment and delivery of
Scheme Consideration Monday, 18 February
Expected termination of listing of
DAWN Shares at commencement of trade
on the JSE Tuesday, 19 February
1. All dates and times are subject to change by mutual
agreement between DAWN and the Offeror and approved by
the JSE and Takeover Regulation Panel (if required)
and/or may be subject to certain regulatory approvals
including but not limited to that of the Takeover
Regulation Panel authority, being granted. Any change
will be released on SENS and published in the press.
2. Shareholders are referred to paragraph 3.6 of circular
(which contains a summary of the dissenting Shareholders’
appraisal rights) regarding rights afforded to DAWN
Shareholders.
3. DAWN Shareholders should note that as transactions in
shares are settled in the electronic settlement system
used by Strate, settlement of trades’ takes place three
trading days after such trade. Therefore persons who
acquire DAWN Shares after the Voting Last Day to Trade
will not be eligible to vote at the Scheme Meeting, but
will, provided the Scheme is approved and they acquire
the DAWN Shares on or prior to the Scheme Last Day to
Trade, participate in the Offer.
4. A DAWN Shareholder may submit a proxy at any time before
the vote on the Scheme (or any adjournment of the General
Meeting) or handed to the Chairman of the Scheme Meeting
before the appointed proxy exercises any of the relevant
Shareholder’s rights at the Scheme Meeting (or any
adjournment of the Scheme Meeting), provided that should
a Shareholder lodge a form of proxy with the Transfer
Secretaries at Computershare Investor Services
Proprietary Limited, Rosebank Towers, 15 Biermann
Avenue, Rosebank, Johannesburg, 2196 (PO Box 61051,
Marshalltown 2107) less than 48 hours before the Scheme
Meeting, such Shareholder will also be required to
furnish a copy of such form of proxy to the Chairman of
the Scheme Meeting before the appointed proxy exercises
any of such Shareholder’s rights at the Scheme Meeting
(or any adjournment of the Scheme Meeting).
5. If the Scheme Meeting is adjourned or postponed, forms of
proxy submitted for the initial Scheme Meeting will
remain valid in respect of any adjournment or
postponement of the Scheme.
6. All times given in this Circular are local times in South
Africa.
7. DAWN share certificates may not be dematerialised or
rematerialised after the Scheme Last Day to Trade.
8. Although the salient dates and times are subject to
change, such statement may not be regarded as consent or
dispensation for any change to the time period which may
be required in terms of the Takeover Regulations, where
applicable, and any such consent or dispensation must be
specifically applied for and granted.
5. IRREVOCABLE UNDERTAKINGS
Post publication of the Firm Intention Announcement, DAWN has
received the following irrevocable undertakings from the
following Eligible Shareholders to vote in favour of the
Scheme:
% of Shares
Number of held including
Party Shares held treasury shares
Ukhamba Holdings
Proprietary Limited 127 133 448 21,18%
RAC Investment Holdings
Proprietary Limited 101 969 548 16,98%
Total 229 102 996 38,16%
6. RESPONSIBILITY STATEMENTS
6.1 The Independent Board collectively and individually
accepts responsibility for the information contained in
this announcement to the extent that it relates to DAWN.
To the best of its knowledge and belief, the information
contained in this announcement pertaining to DAWN is
true and nothing has been omitted that is likely to
affect the import of the information.
6.2 The Offeror accepts responsibility for the information
contained in this announcement to the extent that it
relates to the Offeror. To the best of their knowledge
and belief, the information contained in this
announcement pertaining to the Offeror is true and
nothing has been omitted that is likely to affect the
import of the information.
Johannesburg
20 December 2018
Sponsor:
Deloitte & Touche Sponsor Services (Pty) Ltd
Legal Advisors to DAWN:
ENSafrica (Edward Nathan Sonnenbergs Inc.)
Independent Expert:
BDO Corporate Finance (Pty) Ltd
Legal Advisor to the Offeror:
Alex May Incorporated
Date: 20/12/2018 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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information disseminated through SENS.