Fulfilment Of The Conditions Precedent And Finalisation Announcement
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”)
FULFILMENT OF THE CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT
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 Takeover Regulation Panel has issued a Compliance certificate in
terms of section 121(b)(i) of the Companies Act, 2008 (Act No. 71 of 2008). No Shareholders have exercised their
Appraisal Rights in terms of section 164 of the Companies Act. All conditions precedent to the Proposed
Transaction have been fulfilled and the Scheme is now unconditional.
The important final dates and times are as follows:
Finalisation Date announcement released on SENS on Thursday, 7 February
Finalisation Date announcement to be published in the press on Friday, 8 February
Expected Scheme LDT, being the last day to trade DAWN Shares on the JSE Tuesday, 19 February
in order to be recorded in the Register to receive the Scheme Consideration,
Suspension of listing of DAWN Shares on the JSE expected to take place at Wednesday, 20
the commencement of trade on February
Scheme Consideration Record Date, being the date on which Scheme Friday, 22 February
Participants must be recorded in the Register to receive the Scheme
Consideration, by close of trade on
Implementation Date of the Scheme Monday, 25 February
Payment and delivery of Scheme Consideration Monday, 25 February
Termination of listing of DAWN Shares at commencement of trade on the JSE Tuesday, 26 February
1. All times given in this Circular are local times in South Africa.
2. DAWN share certificates may not be dematerialised or rematerialised after the Scheme Last Day to Trade.
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.
7 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
Date: 07/02/2019 11:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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