DISTRIBUTION AND WAREHOUSING NETWORK LIMITED - Fulfilment Of The Conditions Precedent And Finalisation Announcement

Fulfilment Of The Conditions Precedent And Finalisation Announcement

Distribution and Warehousing Network Limited                          Polanofield Proprietary Limited
(Incorporated in the Republic of South Africa)                        (Incorporated in the Republic of South Africa)
(Registration number 1984/008265/06)                                  (Registration number 2018/556404/07)
Share code: DAW & ISIN code: ZAE000018834                             (“Offeror”)
(“DAWN” or “the Company”)


FULFILMENT OF THE CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the circular to Shareholders, dated Thursday, 20 December 2018 (“Circular”).

1. INTRODUCTION

   Shareholders are referred to the Circular in terms of which Shareholders were advised of the terms and conditions
   of the Offer by the Offeror to acquire all of the issued ordinary shares in DAWN, excluding the Excluded Shares
   for an Offer Price of R0,01 per DAWN Share, via a scheme of arrangement in terms of sections 114 and 115 of
   the Companies Act. In addition, Shareholders were advised of the proposed delisting of DAWN from the Main
   Board of the securities exchange operated by the JSE on the occurrence of the Scheme becoming operative.

   DAWN Shareholders are advised that the Takeover Regulation Panel has issued a Compliance certificate in
   terms of section 121(b)(i) of the Companies Act, 2008 (Act No. 71 of 2008). No Shareholders have exercised their
   Appraisal Rights in terms of section 164 of the Companies Act. All conditions precedent to the Proposed
   Transaction have been fulfilled and the Scheme is now unconditional.

   The important final dates and times are as follows:

                                                                                                                     2019
 Finalisation Date announcement released on SENS on                                                  Thursday, 7 February
 Finalisation Date announcement to be published in the press on                                         Friday, 8 February
 Expected Scheme LDT, being the last day to trade DAWN Shares on the JSE                             Tuesday, 19 February
 in order to be recorded in the Register to receive the Scheme Consideration,
 on
 Suspension of listing of DAWN Shares on the JSE expected to take place at                                  Wednesday, 20
 the commencement of trade on                                                                                      February
 Scheme Consideration Record Date, being the date on which Scheme                                       Friday, 22 February
 Participants must be recorded in the Register to receive the Scheme
 Consideration, by close of trade on
 Implementation Date of the Scheme                                                                   Monday, 25 February
 Payment and delivery of Scheme Consideration                                                        Monday, 25 February
 Termination of listing of DAWN Shares at commencement of trade on the JSE                           Tuesday, 26 February

    1.   All times given in this Circular are local times in South Africa.
    2.   DAWN share certificates may not be dematerialised or rematerialised after the Scheme Last Day to Trade.



2. THE INDEPENDENT BOARD AND BOARD RESPONSIBILITY STATEMENT

   The Board and the Independent Board (to the extent the information relates to DAWN) collectively and
   individually, accept responsibility for the information contained in this announcement and confirm that, to the best
   of each member’s respective knowledge and belief, the information contained in this announcement is true and
   does not omit anything likely to affect the importance of such information.
3. OFFEROR RESPONSIBILITY STATEMENT

   The Offeror (to the extent the information relates to Offeror) accepts responsibility for the information contained in
   this announcement and confirms that, to the best of its knowledge and belief, the information contained in this
   announcement is true and does not omit anything likely to affect the importance of such information.


 Germiston

 7 February 2019

 Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd

 Legal Advisors to DAWN: ENSafrica (Edward Nathan Sonnenbergs Inc.)

 Legal Advisor to the Offeror: Alex May Incorporated

Date: 07/02/2019 11:14:00 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.