| Fri 30 Oct 2009, 7:05 | | DAW - Dawn - The Proposed Rights Offer to shareholders |
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DAW
DAW
DAW - Dawn - The Proposed Rights Offer to shareholders
Distribution and Warehousing Network Limited
(Registration number 1984/ 008265/06)
ISIN: ZAE000018834
Share Code: DAW
("Dawn" or "the Company")
THE PROPOSED RIGHTS OFFER TO SHAREHOLDERS
1. INTRODUCTION AND RATIONALE FOR THE RIGHTS OFFER
It was announced in the renewal of cautionary announcement released on SENS
on Wednesday, 21 October 2009 that Dawn would be proceeding with a rights
offer to its shareholders.
During the last 7 years, Dawn embarked on acquiring various businesses
having strong brands which strategically complemented the core business of
Dawn.
In order that the black economic empowerment status of Dawn remained intact
throughout this period of acquisitive growth, the Company chose to fund all
acquisitions and the consequential growth in working capital from
internally generated cash and bank borrowings.
With the advent of the worldwide financial crises and consequential
recession, the Board decided that the prudent approach in the current
economic climate would be to strengthen the Company`s balance sheet through
the raising of additional capital and the reduction of bank debt.
The Board evaluated funding options available to it and concluded that the
Rights offer was the most appropriate funding mechanism for the Company at
this time and that it would have the least dilutive effect to the Company`s
black economic empowerment status.
2. TERMS OF THE RIGHTS OFFER
In terms of the rights offer, a total of 41,666,666 Dawn ordinary shares
will be offered for subscription to qualifying Dawn shareholders, by way of
renounceable rights, at a subscription price of 720 cents per Dawn ordinary
share on the basis of 20.98270 rights offer shares for every 100 Dawn
ordinary shares held at the close of trade on the record date of the rights
offer. As the rights offer is fully underwritten, the rights offer will
raise R300 million.
Only whole numbers of new Dawn shares will be issued and Dawn shareholders
will be entitled to rounded numbers of shares once the ratio has been
applied, using the rounding principle where allocations will be rounded
down to the nearest whole number if they are less than 0.5 and rounded up
to the nearest whole number if they are equal to or greater than 0.5.
3. EXCESS APPLICATIONS
Dawn shareholders will not be permitted to apply for new Dawn shares in
excess of their entitlement.
4. UNDERWRITING
The rights offer is fully underwritten by Coronation Asset Management
(Proprietary) Limited to a maximum amount of R300 million, represented by
41,666,666 rights offer shares.
5. IMPORTANT DATES AND TIMES
2009
The salient information announcement Friday, 30 October
regarding the rights offer to be released
on SENS by close of business (17:00)
Salient information announcement published Monday, 2 November
in the press
Final terms announcement released on SENS Friday, 6 November
by 11:00
Final terms announcement published in the Monday, 9 November
press
Last day to trade in Dawn ordinary shares Friday, 13 November
in order to participate in the rights offer
(cum entitlement)
Listing of and trading in the letters of Monday, 16 November
allocation in respect of new Dawn shares on
the JSE commences at 09:00
Dawn ordinary shares commence trading ex- Monday, 16 November
rights on the JSE at 09:00
Record date for the rights offer Friday, 20 November
Rights offer opens at 09:00 and the rights Monday, 23 November
offer circular posted to shareholders
Certificated shareholders will have their Monday, 23 November
letters of allocation credited to an
electronic account held at the transfer
secretaries
Dematerialised shareholders will have their Monday, 23 November
accounts at their CSDP or broker credited
with their entitlement
Last day for trading letters of allocation Friday, 4 December
on the JSE
Listing of rights offer shares and trading Monday, 7 December
therein on the JSE commences
Rights offer closes at 12:00. Payment to be Friday, 11 December
made and form of instruction lodged by
certificated shareholders at the transfer
secretaries
Record date for the letters of allocation Friday, 11 December
Rights offer shares issued and posted to Monday, 14 December
shareholders in certificated form on or
about
CSDP or broker accounts in respect of Monday, 14 December
dematerialised shareholders will be updated
with rights offer shares and debited with
any payments due
Results of rights offer announced on SENS Monday, 14 December
Results of rights offer published in the Tuesday, 15 December
press
* CSDPs effect payment in respect of dematerialised shareholders on a delivery
versus payment method.
Notes:
(1) Unless otherwise indicated, all times are South African times.
(2) Dawn shareholders may not dematerialise or rematerialise their Dawn
ordinary shares between Monday, 16 November 2009 and Friday, 20 November
2009, both dates inclusive.
6. REGULATORY APPROVALS
6.1. Application will be made to the Issuer Services Division of the JSE to
approve the listings of:
* 41,666,666 renounceable (nil paid) letters of allocation ("LAs");
and
* 41,666,666 Rights Offer Shares to be issued pursuant to the
Rights Offer.
6.2. Application has been made to The South African Reserve Bank to grant
approval for the Rights Offer.
6.3. The registration of the form of instruction in respect of the Rights
Offer by the Registrar of Companies appointed under the Companies Act
No. 61 of 1973, is imminent and a further announcement will be made in
this regard in due course.
7. RESTRICTIONS
The shares issued in terms of the rights offer will not be registered for
purposes of the rights offer with the Securities and Exchange Commission,
Washington, D.C., the Canadian Provincial Securities Commission, or the
Australian Securities Commission under the Australian Corporation Law, as
amended. Accordingly, the rights offer will not be made to or be open for
acceptance by persons with registered addresses in the United States of
America or any of its territories, dependencies, possessions or
commonwealths or in the District of Columbia or in the Dominion of Canada
or in the Commonwealth of Australia, its states, territories or
possessions.
8. DOCUMENTATION
A circular to Dawn shareholders, setting out full details of the rights
offer, is in the process of being finalised and will be posted to
shareholders on or about Monday, 23 November 2009. A form of instruction in
respect of the LAs will be enclosed with the circular for use by Dawn
shareholders who have not dematerialised their Dawn shares.
Johannesburg
30 October 2009
Corporate adviser
Bishop Corporate Finance (Pty) Ltd
(Registration number 2000/012695/07)
Transaction Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
(Registration number 1996/000034/07)
Attorneys to Dawn
Cliffe Decker Hofmeyr Incorporated
Date: 30/10/2009 07:05:01 Produced by the JSE SENS Department.
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