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REPURCHASE OF ORDINARY SHARES IN DAWN
Distribution and Warehousing Network Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/008265/06)
Share code: DAW ISIN code: ZAE 000018834
("DAWN")
REPURCHASE OF ORDINARY SHARES IN DAWN
Introduction
Bishop Corporate Finance (Proprietary) Limited is authorised to announce that
DAWN has acquired a further 9 044 548 ordinary shares in the issued share
capital of DAWN on the open market for a purchase consideration in aggregate of
R5 560 615 ("the general repurchase"). The general repurchase is in addition to
the 11 449 343 shares acquired by DAWN on the open market during the period 12
March 2002 until 24 October 2002, which repurchase was announced to shareholders
on 25 October 2002. 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 held
on 4 December 2002 and comprises 3,2% of the total issued ordinary shares of
DAWN at the end of the previous financial year being 30 June 2002.
Implementation
The general repurchase commenced on 11 November 2002 and continued on a day-to-
day basis as market conditions allowed and in accordance with the JSE Securities
Exchange South Africa Listings Requirements until 5 May 2003. The lowest and
highest prices paid by DAWN for the ordinary shares were 50 cents and 75 cents
per share respectively. It is not the intention of DAWN to cancel the shares
acquired through the general repurchase and such shares will be kept as treasury
stock.
Extent of general authority outstanding
The extent of the general authority outstanding for the current financial year
is approximately 38 million ordinary shares, representing approximately 13,2% of
the total issued ordinary share capital of DAWN at the end of the previous
financial year being 30 June 2002.
Sources of funds
The general repurchase has been funded from available cash resources and
existing funding facilities.
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.
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
general repurchase are set out below:
Per ordinary share Notes Before After Change
(cents) (cents) (%)
Headline Earnings 1 8,8 9,0 2.27
Earnings 1 8,5 8,7 2,35
Net asset value 2 49,3 48,8 (1,01)
Net tangible asset 2 49,3 48,8 (1,01)
value
Notes:
The amounts in the "Before" column represent the reviewed headline earnings and
earnings per share disclosed in the financial results for the 6 months ended 31
December 2002. The amounts in the "After" column represent the headline earnings
and earnings per share after the general repurchase on the following
assumptions:
the general repurchase was effective 1 July 2002; and
an after tax funding cost of 10,5% per annum on the borrowings required to fund
the general repurchase.
The amounts in the "Before" column represent the reviewed net asset value and
net tangible asset value per share as disclosed in the financial results for the
six months ended 31 December 2002. The amounts in the "After" column represent
the reviewed net asset value and net tangible asset value based on the financial
results for the six months ended 31 December 2002 adjusted for the general
repurchase, had it been effected on 31 December 2002.
Conclusion
The directors of DAWN will continue to repurchase securities as and when
opportunities arise.
Johannesburg
8 May 2003
Corporate adviser Sponsor
Bishop Corporate Finance D & T Sponsor Services
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