DISTRIBUTION AND WAREHOUSING NETWORK LIMITED - Update Regarding The Scheme

Release Date: 01/02/2019 17:36
Code(s): DAW
 
Wrap Text
Update Regarding The Scheme

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

UPDATE REGARDING THE SCHEME
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.


2.   UPDATE
     Shareholders are advised that DAWN and the Offeror have amended
     the Offer Letter to allow the remaining Scheme Condition
     ("Remaining Scheme Condition") to be fulfilled by 15 February
     2019. The Remaining Scheme Condition relates only to the issue by
     the Takeover Regulation Panel of a compliance certificate in
     respect of the Scheme.

     The extension of the fulfilment date for the Remaining Scheme
     Condition was necessary as, following the Scheme Resolution being
     approved, DAWN is restricted from implementing the Scheme unless
     and until the relevant time periods set out in section 115(3)(a)
     and (b) of the Companies Act has expired, without any of the
     relevant action being taken. This time period expires on Monday,
     4 February 2019. Accordingly, DAWN will be applying for the
     requisite compliance certificate from the Takeover Regulation
     Panel thereafter.

     As the Scheme has an indirect impact on the operations of DAWN
     Africa Zambia, a filing, whose outcome is pending, was
     submitted to the Zambian Competition and Consumer Protection
     Commission (“CPCC”). As part of the implementation of the
     Scheme, an independent trustee will be appointed to manage the
     operations of DAWN Africa Zambia pending the outcome from the
     CPCC. In this respect, the Scheme will be implemented on the
     basis that the operations of DAWN Africa Zambia will continue
     to operate independently of the parent company under the
     management of an independent trustee. The mandate of the
     independent trustee will be terminated on the conclusion of the
     engagements with the CPCC.

3.   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.

4.   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.


Germiston
1 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

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