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Distribution And Warehousing Network Limited - Proposed Waiver Of Mandatory
Offer By Ukhamba To Dawn Shareholders: Request For Submissions
Distribution and Warehousing Network Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/008265/06)
Share code: DAW & ISIN code: ZAE000018834
Proposed waiver of mandatory offer by Ukhamba to Dawn shareholders:
Request for submissions
1. Introduction
Shareholders of Distribution and Warehousing Network Limited ("Dawn") are
referred to a detailed announcement published by Dawn in the press on 1
October 2004, and as contained in a subsequent circular to Dawn shareholders
dated 29 October 2004, informing shareholders that the Securities Regulation
Panel ("SRP") agreed to conditionally waive the obligation by Ukhamba Holdings
(Pty) Ltd ("Ukhamba"), Dawn"s black empowerment partner, to make a mandatory
offer to Dawn shareholders at that time.
The SRP placed a condition on the above approval such that should Ukhamba"s
total voting rights in the shareholding of Dawn not reduce from 38,8% to below
35% by December 2005 then Ukhamba would be required to make a mandatory offer
to the shareholders of Dawn at the maximum price per share that Ukhamba would
pay for the shares that it acquired in Dawn, being R2,40 per Dawn share.
As Ukhamba has not reduced it"s voting rights to below 35% of the total votes
exercisable at a Dawn shareholders meeting, Ukhamba is now required to proceed
with the above mandatory offer in terms of rule 8 of the Securities Regulation
Code and rules of the Securities Regulation Panel ("the SRP rules").
2. Request for submissions
The SRP has been informed by Dawn and Ukhamba that the Dawn share has traded
on the JSE Limited ("the JSE") at prices no lower than R4,35 during 2005 and
during November 2005 has traded in the range R6,65 to R7,15. In addition the
average monthly volume of Dawn shares traded for the period January 2005 to
November 2005 was in excess of 2,9 million shares per month.
Shareholders are advised that Dawn and Ukhamba have applied to the Executive
Director of the SRP for a ruling that Ukhamba be exempted from making a
mandatory offer to the remaining Dawn shareholders on the basis that such
offer would be made at a price of R2,40 per share whilst shareholders are able
to trade such shares at prices substantially above this value on the JSE.
Shareholders are invited to provide the Executive Director of the SRP with
written submissions by 12:00 on Thursday 15 December 2005 as to why the SRP
should not consent to the waiver of the mandatory offer as required by the SRP
rules. Written submissions may be faxed to the SRP on fax number +2711 482
5635. Written submissions may also be delivered by hand to the SRP at the
following address:
2 Sherborne Road
Parktown
2193
Shareholders will be advised of the outcome of the application.
6 December 2005
Parktown
Date: 06/12/2005 03:41:08 PM Produced by the JSE SENS Department
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