Further Update Regarding The Scheme
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”)
FURTHER 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”).
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 remaining condition precedent to the Proposed Transaction, being the
issue of compliance certificate by TRP, has to date not been fulfilled. Shareholders will be informed once the
condition precedent has been fulfilled and the Proposed Transaction is completed. The new dates will be
announced at the same time.
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.
5 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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