Results Of Scheme Meeting
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”)
RESULTS OF SCHEME MEETING
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”).
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.
2. RESULTS OF VOTING AT THE SCHEME MEETING
Shareholders are advised that at the Scheme Meeting held on Monday, 21 January 2019, all the resolutions were
approved by the requisite majority of Shareholders.
The statistics of the Scheme Meeting are as follows:
. Total number of DAWN Shares in issue that could have been voted at the Scheme Meeting:
575 876 049; and
. Total number of DAWN Shares present in person or represented by proxy at the Scheme Meeting:
391 433 041, constituting 67,97% of the DAWN Shares in issue that could have been voted.
For Against Abstained
Number of % of Shares % Shares % Shares %
shares voted shares
Special Resolution 391 430 563 67,97% 323 552 835 82,66% 67 877 728 17,34% 2478 0%
Implementation of the
Scheme and delisting
Special Resolution 391 430 563 67,97% 324 880 338 83,00% 66 550 225 17,00% 2478 0%
Revocation of the
Scheme Resolution in
terms of section
164(9)(c) of the
Companies Act if the
scheme does not
become unconditional, is
not continued and
appraisal rights under
section 164 of the
Ordinary Resolution 1: 391 303 701 67,95% 324 614 229 82,96% 66 689 472 17,04% 129 340 0,02%
3. UPDATE REGARDING THE TRANSACTION
Although the Scheme Resolution was approved at the Scheme Meeting as detailed above, implementation of the
Scheme remains subject to the fulfilment or waiver of the remaining Scheme Conditions as set out in the Circular
(“Remaining Scheme Conditions”).
A further announcement in respect of the Transaction will be published wherein Shareholders will be provided
with an update on the Remaining Scheme Conditions and the salient dates and times as set out in the Circular.
4. 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.
5. OFFEROR RESPONSIBILITY STATEMENT
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.
21 January 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: 21/01/2019 03:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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