Wrap Text
Distribution of Newco Prospectus, availability of Capevin carve-out information and revised expected salient dates
Distell Group Holdings Limited
Incorporated in the Republic of South Africa
Registration Number: 2016/394974/06
ISIN: ZAE000248811
Share Code: DGH
("Distell" or "the Company")
Heineken International B.V.
Incorporated in the Netherlands
Registration Number: 33103545
(“Heineken”)
Sunside Acquisitions Limited
Incorporated in the Republic of South Africa
Registration Number: 2020/811071/06
(“Newco”)
DISTRIBUTION OF THE 2023 NEWCO PROSPECTUS, AVAILABILITY OF CAPEVIN CARVE-OUT
HISTORICAL FINANCIAL INFORMATION AND REVISED EXPECTED SALIENT DATES AND TIMES
RELATING TO THE TRANSACTION
Defined terms used in this announcement shall bear the meaning ascribed thereto in the prospectus,
dated 18 January 2023, issued by Newco and distributed to Distell Shareholders (the “2023 Newco
Prospectus”), unless otherwise indicated.
1. Introduction and reasons for the 2023 Newco Prospectus and Capevin Carve-Out historical
financial information
On Monday, 17 January 2022, Distell distributed to its shareholders (“Distell Shareholders”) the
Distell Circular and a prospectus issued by Newco dated 17 January 2022 (“Original Newco
Prospectus”). The Distell Circular provided Distell Shareholders with the prescribed information
required for purposes of the Scheme.
On 15 February 2022, all resolutions relating to the Scheme (contained in the Distell Circular) were
voted on and approved by Distell Shareholders.
The Original Newco Prospectus was filed with CIPC on 11 January 2022 and registered on
14 January 2022. Section 107 of the Companies Act requires a company, that has offered shares
for subscription, to allot such shares within four months after the filing of the prospectus with CIPC.
As more than four months have passed since 11 January 2022, Newco is required to issue the
2023 Newco Prospectus.
In addition, the 2023 Newco Prospectus includes new financial information as Heineken SA and
HSAEC have released audited financial information for the financial year ended 31 December 2021
and NBL and Distell have released audited financial information for the financial year ended 30
June 2022 since the issue of the Original Newco Prospectus (“New Financial Information”). The
information contained in the 2023 Newco Prospectus should assist Distell Shareholders with their
elections in relation to the Newco Offer.
Further, the Distell financial information for the financial year ended 30 June 2022 includes historical
information regarding Capevin and the Gordon’s Gin interest and the Scotch Whisky business
(collectively, the “Capevin Carve-Out”). Distell does not, in the ordinary course, separately report
on the Capevin Carve-Out, but considered it in the interests of Distell Shareholders to provide
additional historical information of the Capevin Carve-Out for the financial year ended
30 June 2022 along with the information relating to Capevin in the Distell Circular, in order to assist
Distell Shareholders with their elections in relation to the Capevin Offer.
Distell Shareholders are reminded that the 2023 Newco Prospectus must be read together with the
Distell Circular, which provides Distell Shareholders with information on the Transaction and
ancillary matters. In particular, the Distell Board would like to draw your attention to its opinion on
the prospects of Capevin, following implementation of the Transaction, as set out in paragraph 12
of the Distell Circular.
The 2023 Newco Prospectus, including the revised expected dates for the Transaction (which are
detailed below), has been distributed to Distell Shareholders today, Wednesday, 18 January 2023.
In addition, copies may be obtained between 09:00 and 16:30 from the registered office of Newco
located at Inanda Business Park, 54 Wierda Road West, Wierda Valley Sandton from today,
Wednesday, 18 January 2023, until the Scheme Implementation Date and, further, from Distell’s
website at https://www.distell.co.za/Investor-Centre/heineken-deal-site/ and Heineken’s website at
https://theheinekencompany.com/investors/distell-deal. The new Capevin Carve-Out financial
information is available at https://www.distell.co.za/Investor-Centre/heineken-deal-site/. All above
website links will be available until the Scheme Implementation Date.
Distell Shareholders are reminded that the 2023 Newco Prospectus should be read together with
the Distell Circular, which provides Distell Shareholders with information on the Transaction and
ancillary matters.
2. Conditions precedent
The Scheme remains subject to certain conditions precedent, principally the remaining outstanding
regulatory approvals including, in particular, the approval of the Competition Tribunal of South
Africa (“Competition Tribunal”). On 9 September 2022 the Competition Commission of South Africa
(“Competition Commission”) recommended that the Competition Tribunal approve the Transaction
with conditions. The Competition Tribunal has determined that its hearing to consider the
Transaction will be held on 18 to 20 January 2023. A summary of the key public interest
commitments and merger conditions agreed with the Competition Commission and referred to the
Competition Tribunal for approval, as well as the conditions imposed by the Namibian Competition
Authorities, is set out on pages 27 to 30 of the 2023 Newco Prospectus. The other Foreign
Competition Authorities, apart from the Common Market for Eastern and Southern Africa
(“COMESA”) Competition Commission, have approved the Transaction.
3. Shareholder elections in terms of the Newco Offer, Capevin Offer and Newco Capital Raise
Distell Shareholders are referred to page 8 of the Distell Circular, which sets out the action required
by Distell Shareholders in respect of the Newco Offer, the Capevin Offer and the Newco Capital
Raise, respectively. However, Distell Shareholders are alerted to the fact that revised expected
salient dates and times apply, as set out on pages 9 and 10 of the 2023 Newco Prospectus and in
section 4 of this announcement.
Distell Shareholders are reminded that the revised expected dates can be impacted if the hearing
before the Competition Tribunal, scheduled for 18 to 20 January 2023, is delayed or if final approval
from the Competition Tribunal is not received on the expected date. Distell Shareholders should
therefore not submit their election forms and, if applicable, subscription form until after the
Transaction Update Announcement is released, which is expected to be on Friday, 10 February
2023. Distell Shareholders should submit their election forms and, if applicable, subscription form
by no later than the Election Record Date which will be no less than ten Business Days after the
Transaction Update Announcement is released. The Election Record Date is currently expected to
be on Friday, 24 February 2023, and will be confirmed in the Transaction Update Announcement.
The election forms in respect of the Newco Offer and Capevin Offer, respectively, and the
subscription form in respect of the Newco Capital Raise contained in the Distell Circular remain
valid.
4. Revised expected salient dates and times relating to the Transaction
The timetable below lists certain expected key dates for the Transaction. Distell Shareholders are
cautioned that the dates below are not certain and are subject to change. All changes will be
released on SENS and published in the press.
2023
Record date to determine which Distell Shareholders are entitled to Friday, 13 January
receive the 2023 Newco Prospectus
Distribution of the 2023 Newco Prospectus and announcement Wednesday, 18 January
released on SENS including the revised expected dates for the
Transaction
Announcement published in the press, including the revised Thursday, 19 January
expected dates for the Transaction
Anticipated date of receipt of approval of the South African Friday, 3 February
Competition Authorities, on or before
Announcement with update on status of Scheme Conditions Friday, 10 February
including approval of the South African Competition Authorities and
the COMESA Competition Commission, within five Business Days
of fulfilment or, if applicable, waiver of the last Scheme Condition,
other than the Threshold Scheme Conditions, the Certification
Scheme Conditions and the PST Scheme Conditions (“Transaction
Update Announcement”)
Application for suspension of the Distell Ordinary Shares expected Friday, 17 February
to be lodged with the JSE on
Last day to trade to be eligible to make an election in respect of: Tuesday, 21 February
(i) the Capevin Offer; (ii) the Newco Offer; and (iii) the Newco Capital
Raise, respectively
Distell Ordinary Shares expected to be suspended on the JSE Wednesday, 22 February
trading system on (5)
Trade in Distell B Shares also prohibited, expected to be from (5) Wednesday, 22 February
No on or off market trade in Distell Shares from (5) Wednesday, 22 February
Election Record Date expected to be on (4) Friday, 24 February
Last day for receipt of Form of Acceptance and Transfer (blue) in Friday, 24 February
respect of the Capevin Offer, by 12:00 on the Election Record Date
Last date for receipt of Form of Election, Surrender and Transfer Friday, 24 February
(green) in respect of the Newco Offer, by 12:00 on the Election
Record Date
Last date for receipt of Form of Subscription (pink) in respect of the Friday, 24 February
Newco Capital Raise, by 12:00 on the Election Record Date
Announcement regarding the fulfilment or non-fulfilment of the Monday, 27 February
Threshold Conditions to be released on SENS before market opens,
expected to be on
Application for delisting of the Distell Ordinary Shares expected to Monday, 27 March
be lodged with the JSE, on
Anticipated date to receive compliance certificate from the TRP, on Tuesday, 28 March
or before
If all Scheme Conditions are fulfilled or, if applicable, waived:
Final Scheme unconditional announcement, expected to be released Tuesday, 28 March
on SENS on
Expected date of implementation of the Capevin Distribution Wednesday, 29 March
pursuant to the Scheme, on
Expected date of implementation of the Capevin Offer pursuant to Wednesday, 29 March
the Scheme, on
Expected date of implementation of the Newco Offer pursuant to the Wednesday, 29 March
Scheme, on
In respect of Scheme Participants who reject the Capevin Offer and therefore receive the
Capevin Ordinary Shares pursuant to the Capevin Distribution:
Original share certificates in respect of Capevin Ordinary Shares to Friday, 14 April
be posted by registered post to Scheme Participants who have
rejected the Capevin Offer, expected to be by no later than
In respect of Scheme Participants who accept the Capevin Offer or fail to reject the Capevin
Offer and therefore receive the Capevin Cash Consideration pursuant to the Capevin Offer:
Original share certificates in respect of Capevin Ordinary Shares Friday, 14 April
sold to Heineken pursuant to the Capevin Offer to be delivered to
Heineken, expected to be by no later than
Dematerialised Scheme Participants expected to have their Wednesday, 29 March
accounts (held at their CSDP or Broker) credited with the Capevin
Cash Consideration, on
Certificated Scheme Participants expected to have their Capevin Wednesday, 29 March
Cash Consideration paid to them by EFT, if: (i) their Form of
Acceptance and Transfer (blue) is received by the Transfer
Secretaries on or prior to 12:00 on the Election Record Date; and
(ii) they have provided the correct bank details, on
Certificated Scheme Participants expected to have their Capevin 5 Business Days after
Cash Consideration amount paid to them by EFT, if: (i) their Form of updating bank mandate data
Acceptance and Transfer (blue) is received by the Transfer
Secretaries on or prior to 12:00 on the Election Record Date; and
(ii) they have not provided bank details or have provided incorrect
bank details, approximately five Business Days after updating their
bank mandate data with the Transfer Secretaries
In respect of Scheme Participants who elect to receive the Newco Cash Consideration or who
are deemed to have elected to receive the Newco Cash Consideration pursuant to the Newco
Offer:
Dematerialised Scheme Participants expected to have their Wednesday, 29 March
accounts (held at their CSDP or Broker) credited with the Newco
Cash Consideration, on
Certificated Scheme Participants expected to have their Newco Wednesday, 29 March
Cash Consideration paid to them by EFT, if: (i) their Form of Election,
Surrender and Transfer (green) and Documents of Title are received
by the Transfer Secretaries on or prior to 12:00 on the Election
Record Date; and (ii) they have provided the correct bank details, on
Certificated Scheme Participants expected to have their Newco 5 Business Days after
Cash Consideration amount paid to them by EFT, if: (i) their Form of updating bank mandate data
Election, Surrender and Transfer (green) and Documents of Title are
received by the Transfer Secretaries on or prior to 12:00 on the
Election Record Date; and (ii) they have not provided bank details or
have provided incorrect bank details, approximately five Business
Days after updating their bank mandate data with the Transfer
Secretaries
In respect of Scheme Participants who elect either the Newco Fixed Ratio Option or the Newco
Share Only Option pursuant to the Newco Offer:
Expected date for Newco’s CSDP or Broker account to be updated Wednesday, 29 March
to reflect receipt of all Distell Ordinary Shares, on
Share certificates in respect of the Distell B Shares expected to be Wednesday, 29 March
delivered to Newco, on
Original share certificates in respect of the Newco Share Friday, 14 April
Consideration posted to Scheme Participants by registered post,
expected to be by no later than
Expected termination of the listing of Distell Ordinary Shares at Thursday, 30 March
commencement of trade on the JSE, on
Notes:
1. All times shown above are South African local times.
2. The above dates have been determined based on certain assumptions regarding the date
by which the Scheme will become Operative in accordance with its terms and conditions. All
dates and times in respect of the Scheme are therefore subject to change, subject to the
approval of the TRP and/or JSE, where such approvals are required. If the relevant dates in
respect of the Scheme change and the dates above are impacted, the changes will be
released on SENS and published in the press.
3. Share certificates in Distell may not be Dematerialised or rematerialised after Tuesday,
21 February 2023 during which period the Certificated securities register of Distell will be
closed.
4. Distell Shareholders should note that, as transactions in Distell Ordinary Shares are settled
in the electronic settlement system used by Strate, settlement of trades takes place
three Business Days after such trade. Therefore, persons who acquired Distell Ordinary
Shares after Wednesday, 1 February 2022 (being the last day to trade in order to be eligible
to attend and vote at the Scheme Meeting) were not eligible to vote at the Scheme Meeting,
but may, nevertheless, participate in the Scheme and receive the Capevin Distribution or
Capevin Cash Consideration and the Newco Offer Consideration, provided that the Scheme
becomes Operative and they acquire Distell Ordinary Shares on or prior to the last day to
trade in Distell Ordinary Shares in order to be eligible to participate in the Scheme and hold
such Distell Shares on the Election Record Date (Friday, 24 February 2023).
5. Distell Shareholders should note that the Distell Ordinary Shares will be suspended from
trade and the Distell Register locked for a period of approximately 24 Business Days,
expected to commence on Wednesday, 22 February 2023 and until either the Scheme
becomes Operative and is implemented or an announcement is released by Distell advising
that the Scheme has failed and the suspension will be lifted, as applicable. It will also not be
possible to trade Distell B Shares during this period. Settlement of the Scheme will occur on
the Scheme Implementation Date (approximately 24 Business Days after the suspension of
the Distell Shares). No on or off market trade in Distell Shares will be permitted in this period.
Please see note 6 below for further detail.
6. Distell Shareholders are advised that the reason for the lengthy period during which the
Distell Shares will be suspended from trade and before the Scheme is settled is due to the
time required to procure the fulfilment of the Scheme Conditions which are required to be
fulfilled after the Threshold Conditions are fulfilled, namely the Certification Scheme
Conditions and the PST Scheme Conditions. In respect of the PST Scheme Conditions, it is
necessary to adhere to certain timing requirements in terms of applicable laws including in
particular section 42 of the Income Tax Act.
7. Certificated Distell Shareholders and Dematerialised Distell Shareholders are referred to the
“Action required by Distell Shareholders” section commencing on page 8 of the Distell
Circular for further information regarding the making of elections in relation to the Scheme.
Distell Shareholders should note that only Certificated Distell Shareholders and
Dematerialised Distell Shareholders with own-name Registration should complete and return
the Form of Acceptance and Transfer (blue), Form of Election, Surrender and Transfer
(green) and, if applicable, Form of Subscription (pink). Dematerialised Distell Shareholders
without own-name Registration should contact their CSDP or Brokers.
8. Distell Shareholders that elect the Newco Fixed Ratio Option or the Newco Share Only
Option and Distell Full Reinvestment Shareholders that participate in the Newco Capital
Raise are advised that, by virtue of having elected the Newco Fixed Ratio Option or the
Newco Share Only Option, as applicable, and to participate in the Newco Capital Raise, if
applicable, they are deemed to (and will) be bound by the provisions of the Newco
Shareholders Agreement. In addition, they are reminded that the Newco Shares: (i) will be
issued and delivered in Certificated Form; (ii) will not be listed on the JSE or any other stock
exchange; and (iii) their transferability will be subject to various restrictions as set out in the
Newco Shareholders Agreement (as read with the Newco MOI).
9. Distell Full Reinvestment Shareholders wishing to participate in the Newco Capital Raise that
are Certificated Distell Shareholders or Dematerialised Distell Shareholders with own-name
registration should complete the Form of Subscription (pink) enclosed with the Distell Circular
and return the duly completed document to the Transfer Secretaries by no later than 12:00
on the Election Record Date. Distell Full Reinvestment Shareholders that are Dematerialised
Distell Shareholders without own-name registration must NOT complete the Form of
Subscription (pink) and should contact their CSDP or Broker regarding their election in
respect of the Newco Capital Raise.
5. Foreign Distell Shareholders
It is the responsibility of any Foreign Distell Shareholders, namely those who are not resident in the
Common Monetary Area (i.e. South Africa, Lesotho, Namibia or Eswatini) for purposes of the
Exchange Control Regulations, who receive the 2023 Newco Prospectus and/or who wish to
receive Capevin Ordinary Shares and/or Newco Shares in terms of the Scheme, to satisfy
themselves as to the full observance of the Laws of any applicable jurisdiction concerning the
receipt by them of the 2023 Newco Prospectus and, if applicable, the Capevin Distribution and/or
the receipt, or election to receive, the Newco Share Consideration, including obtaining any requisite
governmental or other consents, observing any other requisite formalities and paying any transfer
or other taxes due in such other jurisdictions.
Such Foreign Distell Shareholders should take note of the provisions of the Distell Circular and
2023 Newco Prospectus regarding the Scheme, their shareholding in Distell and their receipt of
Capevin Ordinary Shares and/or Newco Shares in this regard including in particular, but without
limitation, that such Foreign Distell Shareholders are required to advise Distell of all filings or
regulatory obligations with which Distell or Newco may be required to comply in such jurisdictions
in relation to the Scheme and that such Foreign Distell Shareholders will be deemed to have (i)
rejected the Capevin Offer and (ii) elected the Newco Cash Only Option unless they provide the
Transfer Secretaries with proof, satisfactory to the Distell Board, by no later than the Election
Record Date that they are validly and lawfully entitled to receive Capevin Ordinary Shares and/or
Newco Shares, as applicable. Distell, Heineken and Newco and their respective boards of directors
and advisers accept no responsibility for the failure by a Distell Shareholder to inform itself about,
or to observe, any applicable legal requirements in any relevant jurisdiction, nor for any failure by
Distell or Newco to observe the requirements of any jurisdiction.
It may be difficult for a Foreign Distell Shareholder to enforce its rights and any claim it may have
arising under US or other foreign securities Laws, since Distell is located in South Africa. Such
Foreign Distell Shareholder may not be able to sue Distell or its officers or directors in a foreign
court, including South African courts, for violations of US securities Laws. It may be difficult to
compel Distell or a member of the Distell Group to subject itself to a US court’s judgment.
The Scheme is proposed solely as set out in the Distell Circular and is governed by the laws of
South Africa and is subject to any applicable Laws and regulations, including the Exchange Control
Regulations. The Scheme is not being proposed in any jurisdiction in which it is unlawful to propose
such a distribution in specie or scheme of arrangement.
Any Distell Shareholder who is in doubt as to their position, including, without limitation, their tax
status, should consult an appropriate independent professional adviser in the relevant jurisdiction
without delay.
6. Responsibility statements
The Distell Independent Board and the Distell Board accept responsibility for the information
contained in this announcement as it relates to Distell and confirm that, to the best of their
knowledge and beliefs, such information relating to Distell is true and that this announcement does
not omit anything likely to affect the importance of the information.
The Newco Board accepts responsibility for the information contained in this announcement as it
relates to Newco and confirms that, to the best of its knowledge and belief, such information relating
to Newco is true and that this announcement does not omit anything likely to affect the importance
of the information.
The Heineken Board accepts responsibility for the information contained in this announcement as
it relates to Heineken and its Subsidiaries and confirms that, to the best of its knowledge and belief,
such information relating to Heineken and its Subsidiaries is true and that this announcement does
not omit anything likely to affect the importance of the information.
Stellenbosch
18 January 2023
Transaction Advisor, Sponsor and Corporate Broker to Distell
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal Advisor to Distell
ENSafrica
Financial Advisor to Heineken
Nomura International plc
Legal Advisor to Heineken and Newco
Webber Wentzel
Date: 18-01-2023 03:00:00
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