| Tue 4 Sep 2001, 0:00 | | Proposed Specific Share Buy Back And Cautionary An |
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DISTRIBUTION AND WAREHOUSING NETWORK LIMITED
PROPOSED SPECIFIC SHARE BUY BACK AND CAUTIONARY ANNOUNCEMENT
1.TERMS OF THE SPECIFIC SHARE BUY BACK
Argil Corporate Finance (Proprietary) Limited is authorised to announce that
agreement has been reached between Investment Solutions Limited ("Investment
Solutions") and DAWN, subject to the fulfilment of the conditions precedent
as indicated in paragraph 5 below, in terms of which DAWN or its nominee
will acquire from Investment Solutions 11 100 000 DAWN ordinary shares
("DAWN shares"), being 3,72% of the total issued DAWN shares, at a price of
35 cents per DAWN share ("the specific share buy back"). The board of
directors of DAWN ("the directors") do not intend to cancel the DAWN shares
so acquired, as they will be held by a subsidiary of DAWN as treasury
shares. The closing date of the transaction is expected to be 28 September
2001.
2.RATIONALE
As reported to the shareholders of DAWN in its annual report for the
financial year ended 30 June 2000, together with the subsequent amendment to
its Memorandum of Incorporation and adoption of new Articles of Association
allowing DAWN to acquire its own shares in terms of section 85 of the
Companies Act, 1973 (Act 61 of 1973), as amended, the directors are of the
opinion that it is in the best interest of DAWN and its shareholders to
acquire its own shares at prices which at the time, in the opinion of the
directors, are to the benefit of DAWN.
Consequently the directors have reached agreement with Investment Solutions
to acquire their entire holding in DAWN shares on the terms and conditions
as set out in this announcement.
3.FINANCIAL EFFECTS
The pro forma financial effects of the specific share buy back on the
headline earnings, net asset value and net tangible asset value per DAWN
share, before and after the specific share buy back, are set out below:
Notes Before After Change
Per DAWN share (cents) (cents) (%)
Headline earnings 1 8,00 8,25 3,1
Net asset value 2 31,48 31,28 (0,65)
Net tangible asset value 2 31,18 30,96 (0,70)
Notes:
1.Based on the unaudited interim results for the six months ended 31
December 2000. The amount in the "After" column represents the earnings that
would have accrued per DAWN share had the specific share buy back been
effective 1 July 2000 and an after-tax funding cost of 10% per annum.
2.Based on the unaudited net asset value and net tangible asset value as
disclosed in the unaudited interim results for the six months ended 31
December 2000.
4.FUNDING OF THE SPECIFIC SHARE BUY BACK
DAWN intends to make use of its existing cash resources and facilities at an
after-tax funding cost of 10% per annum to fund the specific share buy back.
The directors have considered the effect of the specific share buy back and
are satisfied as to the following:
-DAWN and the DAWN group will be able in the ordinary course of business to
pay its debts for a period of 12 months after the date following the
approval of the circular dated 5 September 2001 ("approval date");
-the assets of DAWN and the DAWN group will be in excess of the liabilities
of DAWN and the DAWN group for a period of 12 months after the approval
date, having been recognised and measured in accordance with the accounting
policies used in the audited financial statements for the year ended 30 June
2000;
-the adequacy of ordinary capital and reserves of DAWN and the DAWN group
for a period of 12 months after the approval date; and
-the adequacy of working capital of DAWN and the DAWN group for a period of
12 months after the approval date.
5.CONDITIONS PRECEDENT
The specific share buy back is subject to the fulfilment of the following
conditions precedent:
5.1approval by the requisite majority of DAWN shareholders in general
meeting of the special and ordinary resolutions necessary to implement the
specific share buy back; and
5.2 registration of the special resolution with the Registrar of Companies.
6.NOTICE OF GENERAL MEETING AND DOCUMENTATION
A circular containing full details of the specific share buy back and giving
notice of a general meeting to be held at 10:00. Thursday, 27 September
2001, at which the special and ordinary resolutions required to implement
the specific share buy back will be proposed, will be posted to shareholders
today.
7.Cautionary announcement
Shareholders are referred to the cautionary announcement dated 31 August
2001 and are advised that the negotiations referred to therein are ongoing
and not related to the specific share buy back. Accordingly, shareholders
are advised to continue to exercise caution when dealing in DAWN's
securities until a full announcement is made.
Johannesburg
5 September 2001
Corporate advisor
Argil corporate finance (Pty)Ltd
(Registration number 2000/0012695/07)
Sponsor
Deloitte & Touche Sponsor Services
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07
Reporting accountants
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration number 1998/012055/21
Legal adviser
Hofmeyer Herbstein & Ginwala Incorporated
Registration number 1997/001523/21
