DISTRIBUTION AND WAREHOUSING NETWORK LIMITED - Distribution Of Circular, Notice Of Scheme Meeting And Salient Dates And Times

Release Date: 20/12/2018 15:00
Code(s): DAW
 
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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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