| Fri 6 Nov 2009, 11:41 | | DAW - Dawn - Finalisation announcement in respect of the Rights Offer and |
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DAW
DAW
DAW - Dawn - Finalisation announcement in respect of the Rights Offer and
withdrawal of cautionary
Distribution and Warehousing Network Limited
(Registration number 1984/ 008265/06)
ISIN: ZAE000018834
Share Code: DAW
("Dawn" or "the Company")
FINALISATION DATA IN RESPECT OF THE RIGHTS OFFER AND WITHDRAWAL OF CAUTIONARY
1. INTRODUCTION AND RATIONALE FOR THE RIGHTS OFFER
On 30 October 2009, Dawn shareholders were advised that the Company would
be proceeding with a rights offer to its shareholders.
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 to reduce 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.
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.
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
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) 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. The Issuer Services Division of the JSE has approved the listings of:
* 41,666,666 renounceable (nil paid) letters of allocation ("LAs")
from Monday, 16 November 2009 to Friday, 4 December 2009; and
* 41,666,666 Rights Offer Shares to be issued pursuant to the
Rights Offer on Monday, 7 December 2009.
6.2. The South African Reserve Bank has granted approval for the Rights
Offer.
6.3. The form of instruction in respect of the Rights Offer will be lodged
for registration with the Registrar of Companies appointed under the
Companies Act No. 61 of 1973 on or about 8 November 2009.
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.
9. PRO FORMA FINANCIAL INFORMATION
The table below illustrates the unaudited pro forma financial effects of
the rights offer on Dawn based on the audited annual results for the year
ended 30 June 2009.
The preparation of the unaudited pro forma financial effects is the
responsibility of the directors of Dawn. The unaudited pro forma financial
effects have been prepared for illustrative purposes only to provide
information on how the rights offer may have impacted on Dawn`s results and
financial position and, due to the nature thereof, may not give a fair
reflection of Dawn`s results and financial position after the rights offer.
Per share (cents) Before Pro %
(1) forma change
After
(2)
Earnings (2) 63.9 67.5 5.6%
Diluted earnings (2) 59.5 63.7 7.1%
Headline earnings (2) 81.7 81.9 0.2%
Diluted headline earnings (2) 76.1 77.3 1.6%
Net asset value (3) 456.9 501.3 9.7%
Net tangible asset value (3) 302.7 376.1 24.2%
Weighted average number of shares 217,642
(`000) 175,975
Diluted weighted average number 230,609
of shares (`000) 188,942
Number of issued shares (`000) 179,883 221,550
(4)
Notes:
1 Extracted without adjustment from the published audited preliminary
results of Dawn for the year ended 30 June 2009.
2 Earnings effects are based on the following assumptions:
* The rights offer was effective 1 July 2008; and
* The proceeds of the rights offer are utilised to reduce bank debt
and interest savings are based on the average rate of 16% per
annum incurred on the redeemed debt for the year ended 30 June
2009.
3 Net asset and net tangible asset value per share effects are based on
the following assumptions:
* The rights offer was effective 30 June 2009; and
* The proceeds of the rights offer are utilised to reduce bank
debt.
* Transaction costs of approximately R11.2 million as set out in
paragraph 5 of the Circular (to be sent to Dawn shareholders on
or about 23 November 2009) have been capitalised against share
premium.
4 Number of shares in issue are stated after eliminating treasury
shares.
10. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the cautionary announcements dated 8 September
2009 and 21 October 2009, and are advised that caution is no longer
required when dealing in their Dawn shares.
Johannesburg
6 November 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: 06/11/2009 11:41:21 Produced by the JSE SENS Department.
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