POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
DAWN shareholders ("Shareholders") are referred to the announcement released by the Company on the Stock Exchange News Service ("SENS") of the JSE Limited on Thursday, 14 September 2017 and Monday, 13 November 2017 wherein it advised that DAWN concluded a share purchase agreement and ancillary transaction agreements, with LIXIL Corporation, the 51% controlling shareholder of Grohe Dawn Watertech Holdings Proprietary Limited ("GDW") (the "Transaction").
Under the terms of the share purchase agreement, LIXIL Corporation 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 cash consideration of R324.5 million.
Shareholders are hereby advised that a circular containing, inter alia, details of the Transaction, a notice of general meeting of Shareholders ("General Meeting"), and forms of proxy were posted to Shareholders today and are available on DAWN’s website at www.dawnltd.co.za (the "Circular").
The purpose of this Circular is to:
- provide Shareholders with the relevant information relating to the Transaction so as to enable Shareholders to make an informed decision in respect of the resolutions set out in the notice of the General Meeting enclosed with the Circular; and
- convene the General Meeting of Shareholders in order to consider and, if deemed fit, approve the resolutions.
2. Notice of General Meeting
The General Meeting of Shareholders will be held at 10:00 on, Tuesday, 19 December 2017 at the DAWN head office, Corner Barlow Road and Cavaleros Drive, Jupiter, Extension 3, Germiston, South Africa for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions set forth in the notice of General Meeting incorporated in the Circular.
3. Important dates and times
The important dates and times in relation to the General Meeting are set out below:
|Record date to be entitled to receive the Circular incorporating the notice convening the General Meeting
||Friday, 10 November|
|Circular and Notice of General Meeting posted to Shareholders on||Monday, 20 November|
|Last day to trade in order to participate and vote at the General Meeting||Tuesday, 5 December|
|Record date to participate in and vote at the General Meeting||Friday, 8 December|
|For administrative reasons to ensure an orderly arrangement of affairs on the day, forms of proxy lodged by no later than 10:00 on||Friday, 15 December|
|Form of proxy in respect of the General Meeting to be handed to the chairperson of the General Meeting or the transfer secretaries at the
General Meeting, at any time at the General Meeting on
|Tuesday, 19 December|
|General Meeting held at 10:00 on||Tuesday, 19 December|
|Results of the General Meeting released on SENS on||Tuesday, 19 December|
|Results of the General Meeting published in the South African press on||Wednesday, 20 December|
1. All dates and times indicated above are South African Standard Time.
2. The above dates and times are subject to amendment at the discretion of DAWN. Any such amendment will be released on SENS and published in the South African press.
20 November 2017
Financial advisor and transaction sponsor
Investec Bank Limited
Legal advisors to DAWN
Edward Nathan Sonnenbergs Incorporated
Deloitte & Touche Sponsor Services (Pty) Ltd