Wrap Text
Category 2 Transaction: Acquisition Of Majority Of Shares In The Issued Share Capital Of Dawning Filters
DENEB INVESTMENTS LIMITED
Registration number: 2013/091290/06
(Incorporated in the Republic of South Africa)
JSE share code: DNB
ISIN: ZAE000197398
("Deneb" or the "Company")
CATEGORY 2 TRANSACTION: ACQUISITION OF MAJORITY OF SHARES IN THE ISSUED SHARE
CAPITAL OF DAWNING FILTERS
1. INTRODUCTION
Shareholders are hereby advised that, on 9 October 2025, the Company entered into a sale of shares and
shareholders' agreement ("Agreement") in terms of which the Company has agreed to acquire 80% of the
total issued share capital of Dawning Manufacturing KZN Proprietary Limited t/a Dawning Filters ("Dawning
Filters") from:
1.1. Mark Griffith Dain ("Mark"); and
1.2. the trustees for the time being of the Dibb Family Trust, with individual beneficiaries, none of whom are
related parties of the Company ("Trust"),
(collectively, "the Sellers" and each a "Seller") ("Acquisition").
The Sellers shall remain the registered and beneficial holders of the remaining 20% of the total issued
shares in Dawning Filters.
2. DESCRIPTION OF THE BUSINESS OF DAWNING FILTERS
Dawning Filters is a South African filtration group of companies ("Dawning Group") which supplies liquid,
milling, dust and air filtration products to all industries including the food & beverage, motor vehicle, pulp
and paper, resins, and pharmaceutical industries, including after-sale services in respect thereof. With
distribution offices in Johannesburg, Durban and Cape Town which service Southern Africa, Dawning
Filters also has a manufacturing operation in Durban, where it assembles filter bags for liquid / wet, dust
and milling applications.
3. RATIONALE FOR THE TRANSACTION
3.1. Deneb is an investment holding company with interests in property, manufacturing and distribution of
industrial products.
3.2. The Acquisition is in line with the Deneb's growth strategy and will allow it to expand its manufacturing
and distribution of industrial products capabilities.
4. PURCHASE CONSIDERATION
The purchase consideration for the shares in Dawning Filters is an amount of R80,000,000 ("Purchase
Consideration"), payable in cash to the Sellers in a 50:50 ratio.
5. EFFECTIVE DATE
The effective date of the Acquisition will be the 5th business day after the last of the conditions precedent
set out in paragraph 6 below are duly fulfilled or, if permitted, waived ("Effective Date"). The Effective Date
is anticipated to be on or about the end of February 2026.
6. CONDITIONS PRECEDENT
The Acquisition is subject to the fulfilment (or waiver) of the following outstanding conditions precedent:
6.1. the Trust and Mark passing a special resolution in terms whereof, they (in their capacity as shareholders
of Dawning Filters) approve the replacement of the existing memorandum of incorporation of Dawning
Filters, and such special resolution and any applicable notice of amendment required in terms of the
Companies Act being lodged for filing with the Companies and Intellectual Property Commission;
6.2. the parties to the Acquisition agreeing the amount of the final dividend to be declared and paid by
Dawning Filters to the Trust and Mark, and subject to complying with the terms described in paragraph
8.2 below, such final dividend being paid by Dawning Filters to the Trust and Mark;
6.3. as security for any payment required to be made by the Trust and Mark to the Company in respect of
any warranty claims in terms of the Acquisition, the Company and Marsh Properties CC entering into
appropriate security documents to procure the registration of a mortgage bond (which shall subsist for
a period of 60 months after the Effective Date) in favour of the Company, and such documents becoming
unconditional in accordance with their terms;
6.4. the Acquisition being approved by the South African competition authorities; and
6.5. the parties to the Acquisition obtaining any other regulatory or third party consents, approvals and/or
permits that may be required to implement the Acquisition and the transactions contemplated thereby
(including the consent of counterparties in terms of any change of control provisions in agreements
concluded by the Dawning Group).
7. PUT OPTION
7.1. If the Acquisition is implemented, Deneb shall grant the Sellers an option to require Deneb to purchase
all of the Sellers' remaining shares ("Put Securities") in Dawning Filters (being 20% of the total issued
shares in Dawning Filters) ("Put Option").
7.2. The Put Option shall be exercisable by the Sellers for a period of 6 (six) months commencing on the 4 th
(fourth) anniversary of the Effective Date.
7.3. The sale of the Put Securities pursuant to the exercise of the Put Option by the Sellers shall be made
for a consideration determined in accordance with the following formula:
A= 6xBxC
Where:
A= consideration payable;
B= the prior 3 years' average profit after taxation of the Dawning Group, as reflected in the audited
annual financial statements of the Dawning Group prepared in respect of the corresponding
period, excluding from such calculation profits generated from extraordinary circumstances,
pursuant to actions taken or consequences arising out of the ordinary course of business, such
as disposals effected or contracts concluded which generate significant once-off income
("Exclusions"), taking into account any known permanent degradation in the operations of the
business as well as relevant market conditions prevailing at the time of exercise of the Put Option;
C= the percentage that the Put Securities acquired in terms of the Put Exercise notice represents of
the aggregate issued share capital,
provided that the maximum aggregate put consideration payable to the Sellers pursuant to the exercise
of the Put Option is R120,000,000.
7.4. The completion of the sale of the Put Securities pursuant to the exercise of the Put Option by the Sellers
shall be subject to fulfilment of the following conditions precedent:
7.4.1. receipt of any shareholder approvals as may be required in terms of Dawning Filters' memorandum
of incorporation; and
7.4.2. receipt of all regulatory approvals as may be required to implement the sale.
8. OTHER SIGNIFICANT TERMS OF THE AGREEMENT
8.1. By no later than two business days after the Effective Date, the Trust shall distribute (or procure the
distribution) of its pro rata share of the Purchase Consideration to Shaun Graham Dibb ("Shaun"). In
turn, each of Shaun and Mark shall, for a period of 60 months commencing from the Effective Date and
as security for any proven claims which Deneb may have against the Sellers pursuant to the
implementation of the Acquisition, not do anything that would diminish, jeopardise or in any way impair
Deneb's ability to recover damages from the Sellers in the amount of the Purchase Consideration.
8.2. Dawning Filters shall be entitled to make one final dividend payment to the Sellers, provided that:
8.2.1. after making such payment:
(i) the net asset value of the Dawning Group shall not fall below R50 million;
(ii) there shall be no changes to its working capital cycle; and
(iii) in the opinion of its board of directors, it reasonably appears that Dawning Filters will satisfy the
solvency and liquidity test immediately after completing the final dividend, as contemplated in
section 4 of the Companies Act;
8.2.2. the dividend declaration and payment is undertaken in accordance with the requirements of the
Companies Act and any other applicable laws.
Should any of the above conditions not be capable of being fulfilled, then no dividend shall be declared
and paid and the condition precedent described in paragraph 6.2 above shall be deemed to be fulfilled
without any final dividend being declared or paid to the Sellers.
8.3. As security for the due payment of any sum of money that may at any time be or become owing by any
of the Sellers to the Company under and/or arising from the Agreement and for the due performance of
every other obligation that any of the Sellers may be or become bound to perform in favour of the
Company under and/or arising from this Agreement:
8.3.1. each of the Sellers shall cede and pledge all of their rights and interests in, the shares held by them
(being the remaining 20% of the issued shares in Dawning Filters, not purchased by the Company)
for a period of five years commencing on the Effective Date; and
8.3.2. Shaun shall irrevocably and unconditionally guarantee the payment of any such amount which may
become due and owing by the Trust to the Company.
8.4. The Agreement contains warranties, undertakings (including interim period undertakings), indemnities,
limitation of liability and breach provisions that are normal for a transaction of this nature.
9. FINANCIAL EFFECTS IN RESPECT OF THE ACQUISITION
9.1. The value of the net assets of the Dawning Group that are the subject of the Acquisition was
R52 295 816 as at 28 February 2025, being the date of the latest available annual financial statements
of the Dawning Group.
9.2. The profits after tax attributable to the net assets of the Dawning Group that are the subject of the
Acquisition for the 12-month period ended 28 February 2025, was R15 697 600, based on the the latest
available annual financial statements of the Dawning Group.
9.3. The Company is satisfied with the quality of the management accounts of the Dawning Group, however,
shareholders are advised that they are unaudited.
10. CATEGORISATION
The Acquisition (including the Put Option) is a Category 2 transaction for the Company, as contemplated
in the listings requirements of JSE Limited ("Listings Requirements").
Following the implementation of the Acquisition, Dawning Filters together with its group of companies, will
become subsidiaries of the Company as defined in the Companies Act. Accordingly, the Company shall
ensure that the memorandum of incorporation of Dawning Filters complies with paragraph 10.21 of
Schedule 10 of the Listings Requirements to the extent required.
Cape Town
9 October 2025
Sponsor
PSG Capital
Legal advisor
White and Case Inc.
Date: 09-10-2025 11:00:00
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.
Sharenet Sites 
