| Fri 25 Oct 2002, 17:59 | | Distribution And Warehousing Network Limited |
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Distribution and Warehousing Network Limited - Repurchase Of Ordinary Shares In
Dawn
Distribution and Warehousing Network Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/008265/06)
JSE Share code: DAW ISIN: ZAE000018834
("DAWN")
REPURCHASE OF ORDINARY SHARES IN DAWN
1. Introduction
Bishop Corporate Finance (Proprietary) Limited is authorised to announce that
DAWN has acquired 11 449 343 ordinary shares in the issued share capital of DAWN
on the open market for a purchase consideration in aggregate of R5 109 579,94
("the general repurchase"). The general repurchase was effected in terms of a
general authority to DAWN`s directors ("the directors"), which was granted in
terms of a special resolution passed by the members at DAWN`s Annual General
Meeting ("AGM") held on 16 November 2001 and comprises 3,8% of the total issued
ordinary shares of DAWN at the date of the AGM.
2. Implementation
The general repurchase commenced on 12 March 2002 and continued on a day-to-
day basis as market conditions allowed and in accordance with the JSE Securities
Exchange South Africa ("JSE") Listings Requirements until 24 October 2002. The
lowest and highest prices paid by DAWN for the ordinary shares were 30 cents and
47 cents per share respectively.
3. Extent of general authority outstanding
The extent of the general authority outstanding for the current financial
year is approximately 11 million ordinary shares, representing approximately
5,6% of the total issued ordinary share capital of DAWN. In calculating the
extent of the general authority outstanding, consideration has been given to the
specific share repurchase of 98 163 669 ordinary shares by DAWN, as was
announced on 26 June 2002 and approved by shareholders at a general meeting held
on 24 July 2002 ("the specific repurchase").
4. Sources of funds
The general repurchase has been funded from available cash resources and
existing funding facilities.
5. Opinion of directors
The directors have considered the effect of the general repurchase and are
satisfied as to the following for a period of 12 months from the date of this
announcement:
- DAWN and DAWN`s subsidiaries ("the DAWN group") will be able in the
ordinary course of business to pay its debts;
- the assets of DAWN and the DAWN group will be in excess of the liabilities
of DAWN and the DAWN group, having been recognised and measured in accordance
with the accounting policies used in the audited financial statements for the
year ended 30 June 2002;
- the adequacy of ordinary capital and reserves of DAWN and the DAWN group;
and
- the adequacy of working capital of DAWN and the DAWN group.
6. Financial effects
The pro forma financial effects on the earnings, headline earnings, net asset
value and net tangible asset value per ordinary share, before and after the
specific repurchase and the general repurchase are set out below:
Per ordinary share Before After Change After Change
The specific The general
repurchase repurchase
Notes (cents) (cents) % (cents) %
Headline Earnings 1 6,84 7,40 8,19 7,23 (2,30)
Earnings 1 6,78 7,30 7,67 7,12 (2,47)
Net asset value 2 43,21 41,12 (4,84) 40,86 (0,63)
Net tangible asset value 2 43,00 40,81 (5,09) 40,52 (0,71)
Notes:
1. The amounts in the "Before" column represent the audited headline earnings
and earnings per share disclosed in the financial results for the year ended 30
June 2002. The amounts in the "After" column represent the headline earnings and
earnings per share after the specific repurchase and the general repurchase on
the following assumptions:
a. Specific repurchase
* the specific repurchase was effective 1 July 2001;
* an after-tax funding cost of 10,5% per annum on the borrowings required to
fund the specific repurchase;
* an after-tax provision for the redemption premium on the preference shares
issued in part funding of the specific repurchase;
* an after-tax preference dividend cost of 9,0% per annum which includes
Secondary Tax on Companies ("STC") of 12,5%; and
* STC of 12,5% of the specific repurchase funded out of distributable reserves.
b. General repurchase
* the general repurchase was effective 1 July 2001;
* an after-tax funding cost of 10,5% per annum on the borrowings required to
fund the general repurchase; and
* STC of 12,5% of the general repurchase funded out of distributable reserves.
2. The amounts in the "Before" column represent the audited net asset value and
net tangible asset value per share as disclosed in the financial results for the
year ended 30 June 2002. The amounts in the "After" column represent the audited
net asset value and net tangible asset value based on the financial results for
the year ended 30 June 2002 adjusted for the specific repurchase and the general
repurchase respectively, had it been effected on 30 June 2002.
3. The financial effect of the specific repurchase and the general repurchase on
the headline earnings for the year ended 30 June 2002 has been negatively
effected by an once-off STC charge of R480 250 in respect of the specific
repurchase and R583 709 in respect of the general repurchase resulting from that
portion of the specific repurchase and the general repurchase respectively which
was funded out of distributable reserves. Headline earnings after the specific
repurchase and the general repurchase excluding the once-off STC charges amount
to 7,65 cents per share and 7,81 cents per share respectively. This represents
an increase of 11,84% and 2,09% after the specific repurchase and the general
repurchase respectively over the previously reported figure.
7. JSE listing
The 11 449 343 ordinary shares repurchased by DAWN in terms of the general
repurchase are to be cancelled and application is to be made to the JSE to
reduce the number of ordinary shares of DAWN listed on the JSE by this number.
8. Conclusion
The directors of DAWN will continue to repurchase securities as and when
opportunities arise.
Johannesburg
25 October 2002
Corporate adviser
Bishop Corporate Finance (Pty) Ltd
(Registration number 2000/012695/07)
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Date: 25/10/2002 05:35:00 PM Produced by the JSE SENS Department
