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DISTELL GROUP HOLDINGS LIMITED - Distribution of circular

Release Date: 22/08/2022 16:00
Code(s): DGH     PDF:  
Wrap Text
Distribution of circular

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")

DISTRIBUTION OF CIRCULAR

Defined terms used in this announcement shall bear the meaning ascribed thereto in the Distell circular dated 22 August 2022 (“Circular”), unless otherwise
indicated.

1.   Introduction

     Distell Shareholders adopted special resolutions to authorise, as a general authority, the provision by Distell of financial assistance in terms of sections
     44 and 45, respectively, of the Companies Act at Distell’s annual general meeting held on 21 October 2020. This general authority for the provision of
     financial assistance by Distell is valid until 21 October 2022 and will thereafter lapse.

     The Distell Board proposes that Distell be granted a further general authority to provide financial assistance as contemplated in sections 44 and 45,
     respectively, of the Companies Act, for which purpose the Shareholder Resolutions are proposed.

2.   Distribution of the Circular and notice for obtaining written approval from Distell Shareholders

     The Circular provides Distell Shareholders with relevant information relating to the further general authority sought by way of the Shareholder Resolutions,
     which resolutions have been proposed be adopted by the Distell Shareholders in terms of section 60 of the Companies Act. The Circular, including the
     notice for obtaining written approval of Distell Shareholders, will be distributed to Distell Shareholders today (Monday, 22 August 2022). Distell
     Shareholders are requested to vote on the Shareholder Resolutions in accordance with the instructions contained on page 3 of the Circular.

     Copies of the Circular may be obtained during normal business hours from the registered office of Distell from today (Monday, 22 August 2022) up to
     and including the date on which the Voting Period ends. The Circular is also available in the Investor Relations section of Distell’s website at
     https://www.distell.co.za/investor-centre/annual-report/ .

3.   Important dates and times

     The Voting Period will open on Tuesday, 30 August 2022 and remain open for 20 Business Days until Tuesday, 27 September 2022. During the Voting
     Period, Distell Shareholders should consider and vote on the Shareholder Resolutions.
     Distell Shareholders are referred to the table below setting out important dates and times in relation to voting on the Shareholder Resolutions:

     Record date to determine which Distell Shareholders are (i) entitled to receive this Circular and (ii) Friday, 12 August 2022
     eligible to vote
     Date on which the Circular is posted                                                                  Monday, 22 August 2022
     Deemed date of receipt of this Circular, being 7 days after the posting thereof                       Monday, 29 August 2022
     Voting Period opens and remains open for 20 Business Days                                             Tuesday, 30 August 2022
     Voting Period closes                                                                                  Tuesday, 27 September 2022
     For administrative purposes, it is requested that Forms of Written Consent be lodged by 17h00 on      Tuesday, 27 September 2022
     Results of the Shareholder Resolutions vote released on SENS on or about                              Thursday, 29 September 2022
     Website link                                                                                          https://www.distell.co.za/investor-
                                                                                                           centre/annual-report/

    Notes:
    1.     All times shown above are South African local times.
    2.     These above dates and times are subject to amendment at the discretion of the Company, subject to the approval of the JSE. Any such
           amendment will be announced on SENS.
    3.     Distell Shareholders are requested to deliver Forms of Written Consent to the Transfer Secretaries at Computershare, Rosebank Towers,
           15 Biermann Avenue, Rosebank, Johannesburg, 2196, or by post to Private Bag X9000, Saxonwold, 2132 (at their own risk), or via email to
           proxy@computershare.co.za by no later than 17h00 on Tuesday, 27 September 2022, for administrative purposes.

Stellenbosch
22 August 2022

Transaction Adviser, Merchant Bank and Transaction Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)

Legal Adviser
ENSafrica


Date: 22-08-2022 04:00:00
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