| Thu 27 Nov 2003, 8:35 | | DISTRIBUTION AND WAREHOUSING NETWORK LIMITED - ANN |
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DISTRIBUTION AND WAREHOUSING NETWORK LIMITED - ANNOUNCEMENT REGARDING A SHARE
PREMIUM DISTRIBUTION OF 4 CENTS PER SHARE
Distribution and Warehousing Network Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/008265/06)
Share code: DAW, ISIN code: ZAE000018834
("DAWN")
ANNOUNCEMENT REGARDING A SHARE PREMIUM DISTRIBUTION OF 4 CENTS PER SHARE
1. Terms
Bishop Corporate Finance (Pty) Limited is authorised to announce that the board
of directors of DAWN ("the directors") has resolved to propose a payment to DAWN
shareholders of R7 169 297,28 in aggregate, representing 4 cents per ordinary
share, in the form of a share premium distribution and in terms of section 90
of the Companies Act, Act 61 of 1973, as amended ("share premium distribution").
The share premium distribution is subject to the requisite majority of DAWN
shareholders approving, with or without modification, the necessary ordinary
resolution at the general meeting of DAWN shareholders to be held on 12 December
2003.
The share premium distribution is further subject to the passing and
registration of special resolution 1 to be proposed at the general meeting of
shareholders to be held on Monday, 1 December 2003, details of which was
provided in the circular to shareholders dated 7 November 2003. The approval of
such special resolution 1 above will result in the revocation of special
resolution 2 as was proposed at the annual general meeting of DAWN held on 30
June 1998, which special resolution had the effect of reducing the share premium
account of DAWN by R49 174 498 and the revocation of special resolution 2 as was
proposed at a general meeting of DAWN held on 24 June 1999, which special
resolution had the effect of reducing the share premium account of DAWN by R95
684 207. The approval of such special resolution 1 above will have the effect of
reinstating an amount in aggregate of R144 858 705 to the share premium account
of DAWN.
The directors have considered the effect of the share premium distribution and
are satisfied that:
* DAWN and the subsidiaries of DAWN (collectively "the DAWN group") will be able
in the ordinary course of business to pay its debts for a period of 12 months
after 27 November 2003, being the date of the notice of the general meeting;
* the assets of the DAWN group will be in excess of the liabilities for a period
of 12 months after 27 November 2003. For this purpose, the assets and
liabilities have been recognised and measured in accordance with the accounting
policies used in the latest audited annual group financial statements;
* share capital and reserves of the DAWN group will be adequate for ordinary
business purposes for a period of 12 months after 27 November 2003; and
* working capital of the DAWN group will be adequate for ordinary business
purposes for a period of 12 months after 27 November 2003.
2. Rationale
The rationale for the share premium distribution is to make a cash distribution
of 4 cents per share to shareholders.
3. Financial effects
The pro forma financial effects of the share premium distribution on the
headline earnings, earnings, net asset value and tangible net asset value per
DAWN share, based on the audited annual financial results of DAWN for the year
ended 30 June 2003, are set out below. The pro forma financial effects have been
prepared for illustrative purposes only in order to provide information on how
the share premium distribution may have impacted on the results and financial
position of DAWN. Due to their nature, the pro forma financial effects may not
provide a fair reflection of the financial position of DAWN at 30 June 2003
after the share premium distribution or the effect thereof on future earnings:
Notes Before1 After2 Change
Per DAWN share (cents) (cents) (%)
Headline earnings 3 17,11 16,71 (2,34)
Earnings 3 17,22 16,82 (2,32)
Net asset value 4 57,48 53,48 (6,96)
Net tangible asset value 4 57,48 53,48 (6,96)
Notes:
1. Extracted from the audited financial results of DAWN for the year ended 30
June 2003.
2. Pro forma financial effects after the share premium distribution.
3. The headline earnings and earnings per share were calculated assuming that
the share premium distribution had been effective 1 July 2002, based on a
funding cost at a rate per annum of 10,29% after taxation.
4. The net asset value per share and net tangible asset value per share were
calculated assuming that the share premium distribution had been effective 30
June 2003.
5. Notice of general meeting
A circular containing full details of the share premium distribution and giving
notice of a general meeting to be held at 10:30 or immediately after the
conclusion of the annual general meeting of DAWN to be held at 10:00 on Friday,
12 December 2003 ("annual general meeting"), whichever is the later, on Friday,
12 December 2003 ("general meeting") at the registered address of DAWN, 2 Keerom
Road, Heriotdale Ext.10, Johannesburg, 2094, at which general meeting the
ordinary resolution required to implement the share premium distribution will be
proposed, will be posted to shareholders on 27 November 2003.
6. Salient times and dates
Last day for receipt of forms of proxy in
respect of the general meeting of DAWN Wednesday, 10
shareholders by no later than 10:30 on December 2003
General meeting of DAWN shareholders to be Friday, 12 December
held at 10:30 or immediately after the 2003
conclusion of the annual general meeting,
whichever is the later, on
Results announcement of general meeting Friday, 12 December
published on SENS on 2003
Results announcement of general meeting Monday, 15 December
published in the press on 2003
Last day to trade to participate in the share Tuesday, 23 December
premium distribution on 2003
Shares trade "ex" distribution on Wednesday, 24
December 2003
Date to be recorded in the register of members Friday, 2 January
to receive the share premium distribution on 2004
Posting of cheques or electronic bank Monday, 5 January
transfers in respect of certificated 2004
shareholders. Accounts credited at Central
Securities Depository Participants ("CSDP") or
brokers in respect of dematerialised
shareholders on
Notes:
1. The annual general meeting of DAWN, notice of which was posted to
shareholders on 20 November 2003, will be held at 10:00 on 12 December 2003 and
the general meeting will follow at 10:30 or immediately after the conclusion of
the annual general meeting, whichever is the later, on 12 December 2003.
2. Shareholders may not dematerialise or rematerialise their share certificates
between Wednesday, 24 December 2003 and Friday, 2 January 2004, both days
inclusive.
3. The above dates and times are subject to amendment. Any such amendment will
be published in the press and on SENS.
4. If you have dematerialised your shares with a CSDP or broker, other than with
own name registration, you must arrange with them to provide you with the
necessary authorisation to attend the general meeting or you must instruct them
as to how you wish to vote in this regard. This must be done in terms of the
agreement entered into between you and the CSDP or broker in the manner and cut-
off time stipulated by the CSDP or broker.
Johannesburg
27 November 2003
Corporate adviser Sponsor
Bishop Corporate Finance Deloitte & Touche Sponsor Services
Reporting accountants
PricewaterhouseCoopers Inc
