| Fri 29 Oct 2004, 8:41 | | ANNOUNCEMENT REGARDING NO CHANGE STATEMENT |
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DAWN - ANNOUNCEMENT REGARDING NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL
MEETING, NOTICE OF GENERAL MEETING AND CAPITAL DISTRIBUTION
DISTRIBUTION AND WAREHOUSING NETWORK LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1984/008265/06)
Share code: DAW ISIN code: ZAE000018834
(`Dawn` or `the company`)
Announcement regarding:
- No change statement and notice of annual general meeting;
- Notice of general meeting; and
- Capital distribution
1. No change statement and notice of annual general meeting
The annual report containing the audited financial statements of the company
for the year ended 30 June 2004, and including details of a capital
distribution to shareholders, has been issued to shareholders on Friday, 29
October 2004.
There has been no change from the audited results for the year ended 30 June
2004 published in the press on 19 August 2004.
The annual general meeting will be held at 10:00 on Monday, 22 November 2004
at the offices of the company, 2 Keerom Road, Heriotdale Ext 10, Johannesburg
(`annual general meeting`).
2. Notice of general meeting
Shareholders are referred to the announcements published in the press on 29
July 2004 and 1 October 2004, which announcements contained details of Dawn`s
proposed acquisition of 78% of the issued shares in Cobra Watertech
(Proprietary) Limited (`acquisition`) and, as part of a broader Black
Economic Empowerment transaction, Dawn`s proposed issue of 10 000 000
deferred ordinary shares to Dream World Investments 239 (Proprietary) Limited
(`deferred ordinary share issue`).
A circular containing full details of the acquisition and the deferred
ordinary share issue will be posted to shareholders today and includes a
notice to shareholders to convene a general meeting to enable shareholders to
consider and, if deemed fit, approve the ordinary and special resolutions
required for the implementation of the acquisition and the deferred ordinary
share issue (`general meeting`). The general meeting will be held at 2 Keerom
Road, Heriotdale Ext 10, Johannesburg at 10:30 on Monday, 22 November 2004 or
immediately after the conclusion of the annual general meeting convened to be
held at 10:00, whichever is the later.
3. Capital distribution
Shareholders are referred to the announcement released on SENS on 18 August
2004 and published in the press on 19 August 2004 which stated that, in
keeping with Dawn`s policy, the board of directors of Dawn recommended a
capital distribution of 7 cents per share, subject to shareholders` approval
during the annual general meeting.
3.1 Financial effects of the capital distribution
The unaudited pro forma financial effects of the capital distribution on the
earnings, headline earnings, net asset value and tangible net asset value,
based on the audited financial results of Dawn for the 12 months ended 30
June 2004, are set out below.
The unaudited pro forma financial information provided is the responsibility
of the directors. The unaudited pro forma financial information has been
prepared for illustrative purposes only and because of its nature, may not
fairly reflect the financial position of Dawn or results of its operations
after the capital distribution.
Before(1) After change
Per Dawn share (cents) (cents) (%)
Earnings and headline earnings 30,53 30,10(2) (1,41)
Net asset value and tangible net
asset value 84,04 77,04(3) (8,33)
Notes:
1. Extracted from the audited financial results of Dawn for the 12 months
ended 30 June 2004.
2. Pro forma financial effects after the capital distribution is based on the
following principal assumptions:
a. The headline earnings and earnings per share were calculated assumin
the capital distribution had been effective 1 July 2003; and
b. Effective after-tax cost on bank borrowings of 5,6%.
3. The net asset value per share and the tangible net asset value per share
were calculated assuming that the capital distribution had been effective 3
June 2004.
3.2 Salient dates and times
Subject to the approval by the shareholders of the company being obtained,
the following dates for the capital distribution will apply:
2004
Forms of proxy for annual general meeting of Friday, 19 November
shareholders to be received by 10:00
Annual general meeting of shareholders held at Monday, 22 November
10:00
Results announcement published on SENS Monday, 22 November
Results announcement published in the press Tuesday, 23 November
2005
Last day to trade in order to participate in Friday, 7 January
the cash distribution
Dawn shares traded ex-distribution Monday,10 January
Record date to be recorded in the register to Friday, 14 January
participate in the capital distribution
Distribution to shareholders in respect of the Monday, 17 January
capital distribution. Posting of cheques or
electronic bank transfers in respect of
certificated shareholders. Accounts credited
at CSDP or broker in respect of shareholders
who have dematerialised their shares.
Notes:
1. The above dates and times are subject to change. Any changes will be
released on SENS and published in the press.
2. Shares may not be dematerialised or rematerialised between Monday, 10
January 2005 and Friday, 14 January 2005, both days inclusive.
Johannesburg
29 October 2004
Corporate adviser
Bishop Corporate Finance (Pty) Ltd
(Registration number 2000/012695/07)
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
(Registration number 1996/000034/07)
