FURTHER ANNOUNCEMENT ON THE PROPOSED SALE BY DAWN OF ITS 49% INTEREST IN
GROHE DAWN WATERTECH HOLDINGS PROPRIETARY LIMITED (“GDW”)
DAWN shareholders (“Shareholders”) are referred to the announcement released on the Stock Exchange
News Service of the JSE Limited on Thursday, 14 September 2017, wherein it advised that DAWN had
concluded a share purchase agreement and ancillary transaction agreements with LIXIL Corporation, the
51% controlling shareholder of GDW (the “Transaction”).
Under the terms of the share purchase agreement, LIXIL will acquire the remaining 49% of the issued
ordinary shares in GDW held by DAWN and GDW will repay DAWN’s shareholder loan claim against GDW,
pursuant to which DAWN will receive an aggregate consideration of R324.5 million.
The Transaction is a category 1 transaction in accordance with the Listings Requirements of the JSE
Limited, therefore a general meeting of Shareholders will be convened to propose the requisite resolutions
to implement the Transaction (“General Meeting”).
Support for the Transaction
The Company is pleased to announce that it has procured written undertakings from five Shareholders
holding 72.5% of the total DAWN shares in issue to vote the shares held by them, as of the General Meeting
record date, in favour of the Transaction. It is therefore anticipated that the resolutions necessary to
implement the Transaction will be passed at the General Meeting.
Further details in respect of these written undertakings will be included in the circular to Shareholders
containing the full details of the Transaction, and incorporating a notice convening the General Meeting,
which will be posted to Shareholders in due course.
18 September 2017
Financial advisor and transaction sponsor
Investec Bank Limited
Legal advisors to DAWN
Edward Nathan Sonnenbergs Incorporated
Legal Advisors to LIXIL
Bowman Gilfillan Incorporated
Deloitte & Touche Sponsor Services (Pty) Ltd